EXHIBIT 4.1



                 STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
                                    DEPOSITOR

                               [NAME OF TRUSTEE],
                                     TRUSTEE

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

                                       and

                         [NAME OF MORTGAGE LOAN SELLER]
                              MORTGAGE LOAN SELLER

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


                         POOLING AND SERVICING AGREEMENT

                           Dated as of _______ 1 ,200_

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


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

                                  Series 200_-_




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                                                 TABLE OF CONTENTS

                                                                                                               Page

                                                     ARTICLE I
                                                    Definitions

                                                    ARTICLE II
                                           Conveyance of Mortgage Loans;
                                         Original Issuance of Certificates
<S>                        <C>
         Section 2.01      CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE...............................................37
         Section 2.02      ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE...............................................40
         Section 2.03      ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE AGREEMENT........................42
         Section 2.04      SUBSTITUTION OF MORTGAGE LOANS........................................................43
         Section 2.05      ISSUANCE OF CERTIFICATES..............................................................44
         Section 2.06      REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR...............................45

                                                    ARTICLE III
                                  Administration and Servicing of Mortgage Loans
         Section 3.01      MASTER SERVICER.......................................................................47
         Section 3.02      REMIC-RELATED COVENANTS...............................................................48
         Section 3.03      MONITORING OF SERVICERS...............................................................48
         Section 3.04      FIDELITY BOND.........................................................................49
         Section 3.05      POWER TO ACT; PROCEDURES..............................................................49
         Section 3.06      DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS............................................50
         Section 3.07      RELEASE OF MORTGAGE FILES.............................................................50
         Section 3.08      DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER
                           TO BE HELD FOR TRUSTEE................................................................51
         Section 3.09      STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES................................52
         Section 3.10      PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS......................................52
         Section 3.11      MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES................................53
         Section 3.12      TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES AND
                           DOCUMENTS.............................................................................53
         Section 3.13      REALIZATION UPON DEFAULTED MORTGAGE LOANS.............................................54
         Section 3.14      COMPENSATION FOR THE MASTER SERVICER..................................................54
         Section 3.15      REO PROPERTY..........................................................................54
         Section 3.16      ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.........................................55
         Section 3.17      ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT......................................55
         Section 3.18      REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.................................56
         Section 3.19      PAYMENT TO MORTGAGE LOAN DEPOSITOR....................................................56
         Section 3.20      UCC...................................................................................57
         Section 3.21      OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.........................................57
         Section 3.22      SURETY BOND...........................................................................57
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                                                    ARTICLE IV
                                                     Accounts
<S>                        <C>
         Section 4.01      PROTECTED ACCOUNTS....................................................................58
         Section 4.02      MASTER SERVICER COLLECTION ACCOUNT....................................................59
         Section 4.03      PERMITTED WITHDRAWALS AND TRANSFERS FROM THE MASTER SERVICER
                           COLLECTION ACCOUNT....................................................................60
         Section 4.04      DISTRIBUTION ACCOUNT..................................................................61
         Section 4.05      PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION ACCOUNT.....................62

                                                     ARTICLE V
                                                   Certificates
         Section 5.01      CERTIFICATES..........................................................................64
         Section 5.02      REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.................................72
         Section 5.03      MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.....................................75
         Section 5.04      PERSONS DEEMED OWNERS.................................................................76
         Section 5.05      TRANSFER RESTRICTIONS ON RESIDUAL CERTIFICATES........................................76
         Section 5.06      RESTRICTIONS ON TRANSFERABILITY OF CERTIFICATES.......................................77
         Section 5.07      ERISA RESTRICTIONS....................................................................77
         Section 5.08      RULE 144A INFORMATION.................................................................79

                                                    ARTICLE VI
                                          Payments to Certificateholders
         Section 6.01      DISTRIBUTIONS ON THE CERTIFICATES.....................................................80
         Section 6.02      ALLOCATION OF LOSSES..................................................................83
         Section 6.03      PAYMENTS..............................................................................85
         Section 6.04      STATEMENTS TO CERTIFICATEHOLDERS......................................................85
         Section 6.05      MONTHLY ADVANCES......................................................................88
         Section 6.06      COMPENSATING INTEREST PAYMENTS........................................................88

                                                    ARTICLE VII
                                                The Master Servicer
         Section 7.01      LIABILITIES OF THE MASTER SERVICER....................................................89
         Section 7.02      MERGER OR CONSOLIDATION OF THE MASTER SERVICER........................................89
         Section 7.03      INDEMNIFICATION OF THE TRUSTEE, THE MASTER SERVICER AND THE
                           SECURITIES ADMINISTRATOR..............................................................89
         Section 7.04      LIMITATIONS ON LIABILITY OF THE MASTER SERVICER AND OTHERS............................90
         Section 7.05      MASTER SERVICER NOT TO RESIGN.........................................................91
         Section 7.06      SUCCESSOR MASTER SERVICER.............................................................91
         Section 7.07      SALE AND ASSIGNMENT OF MASTER SERVICING...............................................91

                                                   ARTICLE VIII
                                                      Default
         Section 8.01      EVENTS OF DEFAULT.....................................................................93
         Section 8.02      TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR..............................................95
         Section 8.03      NOTIFICATION TO CERTIFICATEHOLDERS....................................................96
         Section 8.04      WAIVER OF DEFAULTS....................................................................96
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                                      -ii-

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<S>                        <C>
         Section 8.05      LIST OF CERTIFICATEHOLDERS............................................................96

                                                    ARTICLE IX
                              Concerning the Trustee and the Securities Administrator
         Section 9.01      DUTIES OF TRUSTEE.....................................................................97
         Section 9.02      CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE SECURITIES
                           ADMINISTRATOR.........................................................................99
         Section 9.03      TRUSTEE AND SECURITIES ADMINISTRATOR NOT LIABLE FOR CERTIFICATES
                           OR MORTGAGE LOANS....................................................................101
         Section 9.04      TRUSTEE AND SECURITIES ADMINISTRATOR MAY OWN CERTIFICATES............................101
         Section 9.05      TRUSTEE'S AND SECURITIES ADMINISTRATOR'S FEES AND EXPENSES...........................101
         Section 9.06      ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND SECURITIES ADMINISTRATOR....................102
         Section 9.07      INSURANCE............................................................................102
         Section 9.08      RESIGNATION AND REMOVAL OF THE TRUSTEE AND SECURITIES
                           ADMINISTRATOR........................................................................102
         Section 9.09      SUCCESSOR TRUSTEE AND SUCCESSOR SECURITIES ADMINISTRATOR.............................103
         Section 9.10      MERGER OR CONSOLIDATION OF TRUSTEE OR SECURITIES ADMINISTRATOR.......................104
         Section 9.11      APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE........................................104
         Section 9.12      FEDERAL INFORMATION RETURNS AND REPORTS TO CERTIFICATEHOLDERS;
                           REMIC ADMINISTRATION.................................................................105

                                                     ARTICLE X
                                                    Termination
         Section 10.01     TERMINATION UPON REPURCHASE BY THE DEPOSITOR OR ITS DESIGNEE OR
                           LIQUIDATION OF THE MORTGAGE LOANS....................................................108
         Section 10.02     ADDITIONAL TERMINATION REQUIREMENTS..................................................110

                                                    ARTICLE XI
                                             Miscellaneous Provisions
         Section 11.01     INTENT OF PARTIES....................................................................112
         Section 11.02     AMENDMENT............................................................................112
         Section 11.03     RECORDATION OF AGREEMENT.............................................................113
         Section 11.04     LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS...........................................113
         Section 11.05     ACTS OF CERTIFICATEHOLDERS...........................................................114
         Section 11.06     GOVERNING LAW........................................................................115
         Section 11.07     NOTICES..............................................................................115
         Section 11.08     SEVERABILITY OF PROVISIONS...........................................................115
         Section 11.09     SUCCESSORS AND ASSIGNS...............................................................115
         Section 11.10     ARTICLE AND SECTION HEADINGS.........................................................116
         Section 11.11     COUNTERPARTS.........................................................................116
         Section 11.12     NOTICE TO RATING AGENCIES............................................................116
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                                      -iii-

<PAGE>



                                    EXHIBITS

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



                                      -iv-

<PAGE>



                         POOLING AND SERVICING AGREEMENT
                         -------------------------------

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

                              PRELIMINARY STATEMENT

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

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

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

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

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

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




<PAGE>



                                    ARTICLE I
                                   Definitions

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

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

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

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

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

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

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

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

     ADDITIONAL COLLATERAL SERVICING AGREEMENT: The Additional Collateral
Assignment and Servicing Agreement, dated as of ________ __, 200_, between
_____________ and the Mortgage


                                       -2-

<PAGE>



Loan Seller (whereby _________ retained its rights to service the Additional
Collateral in accordance thereto).

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

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

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

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

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

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

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



                                       -3-

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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


                                       -4-

<PAGE>



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

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

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

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

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

     CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02.

     CERTIFICATEHOLDER: A Holder of a Certificate.

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

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

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

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

     CLOSING DATE: ______ __, 200_.

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

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


                                       -5-

<PAGE>



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

     COMPENSATING INTEREST PAYMENT: As defined in Section 6.06.

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

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

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

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

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

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

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

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



                                       -6-

<PAGE>



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

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

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

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

     CUT-OFF DATE: _________ 1, 200_.

     CUT-OFF DATE BALANCE: $___________.

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

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

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

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

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



                                       -7-

<PAGE>



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

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

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

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

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

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

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

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

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


                                       -8-

<PAGE>



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

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

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

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

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

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

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

     FDIC: Federal Deposit Insurance Corporation or any successor thereto.

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

     FITCH: Fitch, Inc.


                                       -9-

<PAGE>



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

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

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

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

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

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

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

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



                                      -10-

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -11-

<PAGE>



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

     GROUP 1 SENIOR OPTIMAL PRINCIPAL AMOUNT, GROUP 2 SENIOR OPTIMAL PRINCIPAL
AMOUNT, GROUP 3 SENIOR OPTIMAL PRINCIPAL AMOUNT AND GROUP 4 SENIOR OPTIMAL
PRINCIPAL AMOUNT: With respect to each Distribution Date, an amount equal to the
sum, without duplication, of the following (but in no event greater than the
aggregate Current Principal Amounts of the Group 1, Group2, Group 3 and Group 4
Senior Certificates, as applicable, immediately prior to such Distribution
Date):

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

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

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

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

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


                                      -12-

<PAGE>



     the Mortgage Loan Purchase Agreement in connection with such Distribution
     Date over the Scheduled Principal Balance of such substitute Mortgage Loan.

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

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

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

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

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

<TABLE>
<CAPTION>

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

     In addition, no reduction of the Group 1 Senior Prepayment Percentage shall
occur on any Distribution Date unless, as of the last day of the month preceding
such Distribution Date, (A) the aggregate Scheduled Principal Balance of the
Mortgage Loans delinquent 60 days or more (including


                                      -13-

<PAGE>



for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate
Current Principal Amount of the Subordinate Certificates does not exceed __%;
and (B) cumulative Realized Losses on the Mortgage Loans do not exceed (a) __%
of the Original Subordinate Principal Balance if such Distribution Date occurs
between and including _____ 20__ and _____ 20__, (b) __% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including _____ 20__ and _____ 20__, (c) __% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including _____
20__ and _____ 20__, (d) __% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including _____ 20__ and _____ 20__,
and (e) __% of the Original Subordinate Principal Balance if such Distribution
Date occurs during or after _____ 20__.

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

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



                                      -14-

<PAGE>



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

<TABLE>
<CAPTION>

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

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

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


                                      -15-

<PAGE>



the Certificates on or prior to the Distribution Date occurring in ______ 200_
and the above delinquency and loss tests are met, then the Group 2 Senior
Prepayment Percentage for such Distribution Date will equal the Group 2 Senior
Percentage plus __% of the Group 2 Subordinate Percentage.

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

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


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

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

     In addition, if on any Distribution Date the current weighted average of
the Subordinate Percentages for the Certificates is equal to or greater than two
times the initial weighted average of the Subordinate Percentages for the
Certificates, and (a) the aggregate Scheduled Principal Balance


                                      -16-

<PAGE>



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

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

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

<TABLE>
<CAPTION>

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

     In addition, no reduction of the Group 4 Senior Prepayment Percentage shall
occur on any Distribution Date unless, as of the last day of the month preceding
such Distribution Date, (A) the aggregate Scheduled Principal Balance of the
Mortgage Loans delinquent 60 days or more (including for this purpose any such
Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates


                                      -17-

<PAGE>



does not exceed __%; and (B) cumulative Realized Losses on the Mortgage Loans do
not exceed (a) __% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including _____ 20__ and _____ 20__, (b)
__% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including _____ 20__ and _____ 20__, (c) __% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including _____ 20__ and _____ 20__, (d) __% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including _____
20__ and _____ 20__, and (e) __% of the Original Subordinate Principal Balance
if such Distribution Date occurs during or after _____ 20__.

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

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

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

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

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



                                      -18-

<PAGE>



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

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

     GROUP 2 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group 2
Mortgage Loans, on any Distribution Date, 100% minus the Group 2 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group 2 Senior Certificates have each been reduced to
zero, if (a) the weighted average of the Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average of
the Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of
the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates does not exceed 100%, the Group 2
Subordinate Prepayment Percentage will equal 100%. If the test set forth in the
preceding sentence is not satisfied on any Distribution Date after the Current
Principal Amount of the Group 2 Senior Certificates have each been reduced to
zero, then the Group 2 Subordinate Prepayment Percentage will equal zero for
such Distribution Date.

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


                                      -19-

<PAGE>



been reduced to zero, then the Group 3 Subordinate Prepayment Percentage will
equal zero for such Distribution Date.

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

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

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

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

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

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

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


                                      -20-

<PAGE>



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

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

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

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

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

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

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

     (a) Partial principal prepayments received during the relevant Prepayment
Period: The difference between (i) one month's interest at the applicable Net
Rate on the amount of such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Rate) received
at the time of such prepayment;

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

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

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


                                      -21-

<PAGE>



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

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

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

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

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

     LIQUIDATION PROCEEDS: Cash received in connection with the liquidation of a
defaulted Mortgage Loan, whether through trustee's sale, foreclosure sale,
Insurance Proceeds, condemnation proceeds or otherwise, plus, with respect to a
defaulted Mortgage Loan that is an Additional Collateral Mortgage Loan, the
amount realized on the related Additional Collateral with respect to such
Mortgage Loan in accordance with the provisions of the Additional Collateral
Servicing Agreement. Liquidation Payments shall also include any Required Surety
Payment.

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

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

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

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

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



                                      -22-

<PAGE>



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

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

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

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

     MASTER SERVICER CERTIFICATION: A written certification covering servicing
of the Mortgage Loans by all Servicers and signed by an officer of the Master
Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from
time to time, and (ii) the February 21, 2003 Statement by the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission
Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time; provided that if, after the Closing Date
(a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superceded by any subsequent statement, rule or
regulation of the Securities and Exchange Commission or any statement of a
division thereof, or (c) any future releases, rules and regulations are
published by the Securities and Exchange Commission from time to time pursuant
to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or
substance of the required certification and results in the required
certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the
Closing Date, the Master Servicer Certification shall be as agreed to by the
Master Servicer and the Depositor following a negotiation in good faith to
determine how to comply with any such new requirements.

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

     MASTER SERVICING COMPENSATION: The meaning specified in Section 3.14.

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

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

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



                                      -23-

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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


                                      -24-

<PAGE>



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

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

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

     MORTGAGOR: The obligor on a Mortgage Note.

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

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

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

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

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

     OFFERED CERTIFICATE: Any Senior Certificate or Offered Subordinate
Certificate.



                                      -25-

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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


                                      -26-

<PAGE>



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

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

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

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

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

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

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



                                      -27-

<PAGE>



          (viii) any money market or common trust fund having the Applicable
     Credit Rating or better from each Rating Agency, including any such fund
     for which the Trustee or Master Servicer or any affiliate of the Trustee or
     Master Servicer acts as a manager or an advisor; provided, however, that no
     instrument or security shall be a Permitted Investment if such instrument
     or security evidences a right to receive only interest payments with
     respect to the obligations underlying such instrument or if such security
     provides for payment of both principal and interest with a yield to
     maturity in excess of 120% of the yield to maturity at par or if such
     instrument or security is purchased at a price greater than par.

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

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

     PHYSICAL CERTIFICATES: The Residual Certificates and the Private
Certificates.

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

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

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

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

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

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

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


                                      -28-

<PAGE>



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

     REALIZED LOSS: Any (i) Bankruptcy Loss or (ii) as to any Liquidated
Mortgage Loan, (x) the Outstanding Principal Balance of such Liquidated Mortgage
Loan plus accrued and unpaid interest thereon at the Mortgage Interest Rate
through the last day of the month of such liquidation, less (y) the related Net
Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgage
Property.

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

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

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

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

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

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

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

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

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

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

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

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



                                      -29-

<PAGE>



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

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

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

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

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

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

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

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

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

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

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


                                      -30-

<PAGE>



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

     RESIDUAL CERTIFICATES: Any of the Class R Certificates.

     RESPONSIBLE OFFICER: Any officer assigned to the Corporate Trust Office (or
any successor thereto), including any Vice President, Assistant Vice President,
Trust Officer, any Assistant Secretary, any trust officer or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and having direct responsibility for the
administration of this Agreement, and any other officer of the Trustee to whom a
matter arising hereunder may be referred.

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

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

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

     SCHEDULED PRINCIPAL: The principal portion of any Scheduled Payment.

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

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

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

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



                                      -31-

<PAGE>



     SECURITIES LEGEND: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3)
IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO
(A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN
THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY
OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR
INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, AND SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED [in the case of a Residual Certificate or a Private
Certificate] UNLESS THE OPINION OF COUNSEL REQUIRED BY SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT IS PROVIDED [in the case of the Class B-4, Class
B-5 and Class B-6 Certificates]:, UNLESS THE PROPOSED TRANSFER AND HOLDING OF A
CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS
ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED
UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT
NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE
90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
FIDUCIARY DUTIES ON THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE
MASTER SERVICER, ANY SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED
BY AN OWNER OF A BOOK- ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE
EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON
BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR."

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


                                      -32-

<PAGE>



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

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

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

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

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

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

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

     SERVICING AGREEMENTS: The [NAMES OF SERVICING AGREEMENTS].

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

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

     STARTUP DAY: ____ __, 200_.

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

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

     SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, without duplication, of the following for the Group 1,
Group 2, Group 3 and Group 4 Mortgage


                                      -33-

<PAGE>



Loans (but in no event greater than the aggregate Current Principal Amount of
the Subordinate Certificates immediately prior to such Distribution Date):

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

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

          (iii) the applicable Subordinate Prepayment Percentage of each
          Principal Prepayment in part received during the related Prepayment
          Period with respect to each Mortgage Loan in the related Loan Group;

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

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

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

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



                                      -34-

<PAGE>



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

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

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

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

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

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

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

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

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


                                      -35-

<PAGE>



in the case of a REMIC II Regular Interest for which the Corresponding Class is
a Subordinate Certificate, such Regular Interest's pro rata share, if any, of
the applicable Subordinate Certificate Writedown Amount allocated to such
Corresponding Class for previous Distribution Dates.

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

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

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




                                      -36-

<PAGE>



                                   ARTICLE II
                          Conveyance of Mortgage Loans;
                        Original Issuance of Certificates

     Section 2.01 CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE. (a) The Depositor
concurrently with the execution and delivery of this Agreement, sells, transfers
and assigns to the Trust without recourse all its right, title and interest in
and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule,
including all interest and principal due with respect to the Mortgage Loans
after the Cut-off Date, but excluding any payments of principal and interest due
on or prior to the Cut-off Date; (ii) such assets as shall from time to time be
credited or are required by the terms of this Agreement to be credited to the
Master Servicer Collection Account, (iii) such assets relating to the Mortgage
Loans as from time to time may be held by the Servicers in Protected Accounts,
the Master Servicer in the Master Servicer Collection Account and the Trustee in
the Distribution Account, (iv) any REO Property, (v) the Required Insurance
Policies and any amounts paid or payable by the insurer under any Insurance
Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan
Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the
rights with respect to the Servicing Agreements as assigned to the Trustee on
behalf of the Certificateholders by the Assignment Agreements, (viii) the
Additional Collateral and the Mortgage Loan Seller's rights in respect of the
Surety Bond relating to the Additional Collateral Mortgage Loans, and (ix) any
proceeds of the foregoing. Although it is the intent of the parties to this
Agreement that the conveyance of the Depositor's right, title and interest in
and to the Mortgage Loans and other assets in the Trust Fund pursuant to this
Agreement shall constitute a purchase and sale and not a loan, in the event that
such conveyance is deemed to be a loan, it is the intent of the parties to this
Agreement that the Depositor shall be deemed to have granted to the Trustee a
first priority perfected security interest in all of the Depositor's right,
title and interest in, to and under the Mortgage Loans and other assets in the
Trust Fund, and that this Agreement shall constitute a security agreement under
applicable law.

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

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

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

          (iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the
assignment (which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to "[NAME OF TRUSTEE],
as Trustee", with evidence of recording with respect to each Mortgage Loan in
the name of the Trustee thereon (or if clause (x) in the proviso below applies
or for Mortgage Loans with respect to which the related Mortgaged Property is
located


                                      -37-

<PAGE>



in a state other than Maryland or an Opinion of Counsel has been provided as set
forth in this Section 2.01(b), shall be in recordable form),

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

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

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

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

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

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

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

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

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

          (v) The Security Agreement;

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

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

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


                                      -38-

<PAGE>



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

PROVIDED, HOWEVER, that in lieu of the foregoing, the Depositor may deliver the
following documents, under the circumstances set forth below: (x) in lieu of the
original Security Instrument, assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will, upon
receipt of recording information relating to the Security Instrument required to
be included thereon, be delivered to recording offices for recording and have
not been returned to the Depositor in time to permit their delivery as specified
above, the Depositor may deliver a true copy thereof with a certification by the
Depositor, on the face of such copy, substantially as follows: "Certified to be
a true and correct copy of the original, which has been transmitted for
recording"; (y) in lieu of the Security Instrument, assignment to the Trustee or
intervening assignments thereof, if the applicable jurisdiction retains the
originals of such documents (as evidenced by a certification from the Depositor
to such effect) the Depositor may deliver photocopies of such documents
containing an original certification by the judicial or other governmental
authority of the jurisdiction where such documents were recorded; and (z) the
Depositor shall not be required to deliver intervening assignments or Mortgage
Note endorsements between the related Underlying Seller and the Mortgage Loan
Seller, between the Mortgage Loan Seller and the Depositor, and between the
Depositor and the Trustee; and provided, further, however, that in the case of
Mortgage Loans which have been prepaid in full after the Cut-off Date and prior
to the Closing Date, the Depositor, in lieu of delivering the above documents,
may deliver to the Trustee or the Custodian, as its agent, a certification to
such effect and shall deposit all amounts paid in respect of such Mortgage Loans
in the Master Servicer Collection Account on the Closing Date. The Depositor
shall deliver such original documents (including any original documents as to
which certified copies had previously been delivered) to the Trustee or the
Custodian, as its agent, promptly after they are received. The Depositor shall
cause, at its expense, the assignment of the Security Instrument to the Trustee
to be recorded not later than 180 days after the Closing Date, unless (a) such
recordation is not required by the Rating Agencies or an Opinion of Counsel
addressed to the Trustee has been provided to the Trustee (with a copy to the
Custodian) which states that recordation of such Security Instrument is not
required to protect the interests of the Certificateholders in the related
Mortgage Loans or (b) MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record solely as nominee
for the Depositor and its successor and assigns; provided, however, that each
assignment shall be submitted for recording by the Depositor in the manner
described above, at no expense to the Trust or the Trustee or the Custodian, as
its agent, upon the earliest to occur of: (i) reasonable direction by the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 25% of the Trust, (ii) the occurrence of an Event of Default,
(iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the
Depositor and (iv) the occurrence of a servicing transfer as described in
Section 8.02 hereof. Notwithstanding the foregoing, if the Depositor fails to
pay the cost of recording the assignments, such expense will be paid by the
Trustee and the Trustee shall be reimbursed for such expenses by the Trust in
accordance with Section 9.05.

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


                                      -39-

<PAGE>



each Additional Collateral Agreement and (ii) its rights as beneficiary under
the Surety Bond, in respect of any Additional Collateral Mortgage Loans.

     Section 2.02 ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE. (a) The Trustee
acknowledges the sale, transfer and assignment of the Trust Fund to it by the
Depositor and receipt of, subject to further review and the exceptions which may
be noted pursuant to the procedures described below, and declares that it holds,
the documents (or certified copies thereof) delivered to it pursuant to Section
2.01, and declares that it will continue to hold those documents and any
amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it as Trustee in trust for the use and benefit of all
present and future Holders of the Certificates. On the Closing Date, the
Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to
each Mortgage Loan by delivery to the Depositor and the Trustee of an Initial
Certification receipt of the Mortgage File, but without review of such Mortgage
File, except to the extent necessary to confirm that such Mortgage File contains
the related Mortgage Note or lost note affidavit. No later than 90 days after
the Closing Date (or, with respect to any Substitute Mortgage Loan, within five
Business Days after the receipt by the Trustee or Custodian thereof), the
Trustee agrees, for the benefit of the Certificateholders, to review or cause to
be reviewed by the Custodian on its behalf (under the Custodial Agreement), each
Mortgage File delivered to it and to execute and deliver, or cause to be
executed and delivered, to the Depositor and the Trustee an Interim
Certification. In conducting such review, the Trustee or Custodian will
ascertain whether all required documents have been executed and received, and
based on the Mortgage Loan Schedule, whether those documents relate, determined
on the basis of the Mortgagor name, original principal balance and loan number,
to the Mortgage Loans it has received, as identified in the Mortgage Loan
Schedule. In performing any such review, the Trustee or the Custodian, as its
agent, may conclusively rely on the purported due execution and genuineness of
any such document and on the purported genuineness of any signature thereon. If
the Trustee or the Custodian, as its agent, finds any document constituting part
of the Mortgage File not to have been executed or received, or to be unrelated
to the Mortgage Loans identified in Exhibit B or to appear to be defective on
its face, the Trustee or the Custodian, as its agent, shall promptly notify the
Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement,
the Mortgage Loan Seller shall correct or cure any such defect within ninety
(90) days from the date of notice from the Trustee or the Custodian, as its
agent, of the defect and if the Mortgage Loan Seller fails to correct or cure
the defect within such period, and such defect materially and adversely affects
the interests of the Certificateholders in the related Mortgage Loan, the
Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's
obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from
the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at
the Repurchase Price; provided that, if such defect would cause the Mortgage
Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of
the Code, any such cure or repurchase must occur within 90 days from the date
such breach was discovered; provided, however, that if such defect relates
solely to the inability of the Mortgage Loan Seller to deliver the original
Security Instrument or intervening assignments thereof, or a certified copy
because the originals of such documents, or a certified copy have not been
returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be
required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers
such original documents or certified copy promptly upon receipt, but in no event
later than 360 days after the Closing Date. The foregoing repurchase obligation
shall not apply in the event that the Mortgage Loan Seller cannot deliver such
original or copy of any document submitted for recording to the appropriate
recording office in the


                                      -40-

<PAGE>



applicable jurisdiction because such document has not been returned by such
office; provided that the Mortgage Loan Seller shall instead deliver a recording
receipt of such recording office or, if such receipt is not available, a
certificate confirming that such documents have been accepted for recording, and
delivery to the Trustee or the Custodian, as its agent, shall be effected by the
Mortgage Loan Seller within thirty days of its receipt of the original recorded
document.

     (b) No later than 180 days after the Closing Date, the Trustee or the
Custodian, as its agent, will review, for the benefit of the Certificateholders,
the Mortgage Files delivered to it and will execute and deliver or cause to be
executed and delivered to the Depositor and the Trustee a Final Certification.
In conducting such review, the Trustee or the Custodian, as its agent, will
ascertain whether an original of each document required to be recorded has been
returned from the recording office with evidence of recording thereon or a
certified copy has been obtained from the recording office. If the Trustee or
the Custodian, as its agent, finds any document constituting part of the
Mortgage File has not been received, or to be unrelated, determined on the basis
of the Mortgagor name, original principal balance and loan number, to the
Mortgage Loans identified in Exhibit B or to appear defective on its face (a
"Material Defect"), the Trustee or the Custodian, as its agent, shall promptly
notify the Mortgage Loan Seller (provided, however, that with respect to those
documents described in subsections (I)(b)(iv), (v), (vii) and (viii)(2) of
Section 2.01 and subsection (II)(ix) of Section 2.01, the Trustee's obligations
shall extend only to the documents actually delivered pursuant to such
subsections). In accordance with the Mortgage Loan Purchase Agreement, the
Mortgage Loan Seller shall correct or cure any such defect within 90 days from
the date of notice from the Trustee or the Custodian, as its agent, of the
Material Defect and if the Mortgage Loan Seller is unable to cure such defect
within such period, and if such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Trustee
shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan
Purchase Agreement to provide a Substitute Mortgage Loan (if within two years of
the Closing Date) or purchase such Mortgage Loan at the Repurchase Price,
provided that, if such defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date such
breach was discovered, provided, however, that if such defect relates solely to
the inability of the Mortgage Loan Seller to deliver the original Security
Instrument or intervening assignments thereof, or a certified copy, because the
originals of such documents or a certified copy, have not been returned by the
applicable jurisdiction, the Mortgage Loan Seller shall not be required to
purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original
documents or certified copy promptly upon receipt, but in no event later than
360 days after the Closing Date. The foregoing repurchase obligation shall not
apply in the event that the Mortgage Loan Seller cannot deliver such original or
copy of any document submitted for recording to the appropriate recording office
in the applicable jurisdiction because such document has not been returned by
such office; provided that the Mortgage Loan Seller shall instead deliver a
recording receipt of such recording office or, if such receipt is not available,
a certificate confirming that such documents have been accepted for recording,
and delivery to the Trustee or the Custodian, as its agent, shall be effected by
the Mortgage Loan Seller within thirty days of its receipt of the original
recorded document.

     (c) In the event that a Mortgage Loan is purchased by the Mortgage Loan
Seller in accordance with Subsections 2.02(a) or (b) above, the Mortgage Loan
Seller shall remit to the Master Servicer the Repurchase Price for deposit in
the Master Servicer Collection Account and the


                                      -41-

<PAGE>



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

     Section 2.03 ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE
AGREEMENT. (a) The Depositor hereby assigns to the Trustee, on behalf of the
Certificateholders, all of its right, title and interest in the Mortgage Loan
Purchase Agreement, including but not limited to the Depositor's rights and
obligations pursuant to the Servicing Agreements (noting that the Mortgage Loan
Seller has retained the right in the event of breach of the representations,
warranties and covenants, if any, with respect to the related Mortgage Loans of
the related Servicer under the related Servicing Agreement to enforce the
provisions thereof and to seek all or any available remedies). The obligations
of the Mortgage Loan Seller to substitute or repurchase, as applicable, a
Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for
any breach thereof. At the request of the Trustee, the Depositor shall take such
actions as may be necessary to enforce the above right, title and interest on
behalf of the Trustee and the Certificateholders or shall execute such further
documents as the Trustee may reasonably require in order to enable the Trustee
to carry out such enforcement.

     (b) If the Depositor, the Securities Administrator or the Trustee discovers
a breach of any of the representations and warranties set forth in the Mortgage
Loan Purchase Agreement, which breach materially and adversely affects the value
of the interests of Certificateholders or the Trustee in the related Mortgage
Loan, the party discovering the breach shall give prompt written notice of the
breach to the other parties. The Mortgage Loan Seller, within 90 days of its
discovery or receipt of notice that such breach has occurred (whichever occurs
earlier), shall cure the breach in all material respects or, subject to the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, shall purchase the Mortgage Loan or any property acquired with
respect thereto from the Trustee; provided, however, that if there is a breach
of any representation set forth in the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the
related property acquired with respect thereto has been sold, then the Mortgage
Loan Seller shall pay, in lieu of the Repurchase Price, any excess of the
Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If
the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be
paid to the Mortgage Loan Seller to the extent not required by law to be paid to
the borrower.) Any such purchase by the Mortgage Loan Seller shall be made by
providing an amount equal to the Repurchase Price to the Master Servicer for
deposit in the


                                      -42-

<PAGE>



Master Servicer Collection Account and written notification detailing the
components of such Repurchase Price. The Depositor shall notify the Trustee and
submit to the Trustee or the Custodian, as its agent, a Request for Release, and
the Trustee shall release, or the Trustee shall cause the Custodian to release,
to the Mortgage Loan Seller the related Mortgage File and the Trustee shall
execute and deliver all instruments of transfer or assignment furnished to it by
the Mortgage Loan Seller, without recourse, representation or warranty as are
necessary to vest in the Mortgage Loan Seller title to and rights under the
Mortgage Loan or any property acquired with respect thereto. Such purchase shall
be deemed to have occurred on the date on which the Repurchase Price in
available funds is received by the Trustee. The Master Servicer shall amend the
Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the
Trustee and the Rating Agencies of such amendment. Enforcement of the obligation
of the Mortgage Loan Seller to purchase (or substitute a Substitute Mortgage
Loan for) any Mortgage Loan or any property acquired with respect thereto (or
pay the Repurchase Price as set forth in the above proviso) as to which a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on their behalf.

     Section 2.04 SUBSTITUTION OF MORTGAGE LOANS. Notwithstanding anything to
the contrary in this Agreement, in lieu of purchasing a Mortgage Loan pursuant
to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of this
Agreement, the Mortgage Loan Seller may, no later than the date by which such
purchase by the Mortgage Loan Seller would otherwise be required, tender to the
Trustee a Substitute Mortgage Loan accompanied by a certificate of an authorized
officer of the Mortgage Loan Seller that such Substitute Mortgage Loan conforms
to the requirements set forth in the definition of "Substitute Mortgage Loan" in
the Mortgage Loan Purchase Agreement or this Agreement, as applicable; provided,
however, that substitution pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not be
permitted after the termination of the two-year period beginning on the Startup
Day; provided, further, that if the breach would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure or substitution must occur within 90 days from the date the breach
was discovered. The Trustee or the Custodian, as its agent, shall examine the
Mortgage File for any Substitute Mortgage Loan in the manner set forth in
Section 2.02(a) and the Trustee or the Custodian, as its agent, shall notify the
Mortgage Loan Seller, in writing, within five Business Days after receipt,
whether or not the documents relating to the Substitute Mortgage Loan satisfy
the requirements of the fourth sentence of Subsection 2.02(a). Within two
Business Days after such notification, the Mortgage Loan Seller shall provide to
the Trustee for deposit in the Distribution Account the amount, if any, by which
the Outstanding Principal Balance as of the next preceding Due Date of the
Mortgage Loan for which substitution is being made, after giving effect to the
Scheduled Principal due on such date, exceeds the Outstanding Principal Balance
as of such date of the Substitute Mortgage Loan, after giving effect to
Scheduled Principal due on such date, which amount shall be treated for the
purposes of this Agreement as if it were the payment by the Mortgage Loan Seller
of the Repurchase Price for the purchase of a Mortgage Loan by the Mortgage Loan
Seller. After such notification to the Mortgage Loan Seller and, if any such
excess exists, upon receipt of such deposit, the Trustee shall accept such
Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan
hereunder. In the event of such a substitution, accrued interest on the
Substitute Mortgage Loan for the month in which the substitution occurs and any
Principal Prepayments made thereon during such month shall be the property of
the Trust Fund and accrued interest for such month on the Mortgage Loan for
which the


                                      -43-

<PAGE>



substitution is made and any Principal Prepayments made thereon during such
month shall be the property of the Mortgage Loan Seller. The Scheduled Principal
on a Substitute Mortgage Loan due on the Due Date in the month of substitution
shall be the property of the Mortgage Loan Seller and the Scheduled Principal on
the Mortgage Loan for which the substitution is made due on such Due Date shall
be the property of the Trust Fund. Upon acceptance of the Substitute Mortgage
Loan (and delivery to the Trustee or Custodian of a Request for Release for such
Mortgage Loan), the Trustee shall release to the Mortgage Loan Seller the
related Mortgage File related to any Mortgage Loan released pursuant to the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, and shall execute and deliver all instruments of transfer or
assignment, without recourse, representation or warranty in form as provided to
it as are necessary to vest in the Mortgage Loan Seller title to and rights
under any Mortgage Loan released pursuant to the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable. The Mortgage Loan
Seller shall deliver the documents related to the Substitute Mortgage Loan in
accordance with the provisions of the Mortgage Loan Purchase Agreement or
Subsections 2.01(b) and 2.02(b) of this Agreement, as applicable, with the date
of acceptance of the Substitute Mortgage Loan deemed to be the Closing Date for
purposes of the time periods set forth in those Subsections. The representations
and warranties set forth in the Mortgage Loan Purchase Agreement shall be deemed
to have been made by the Mortgage Loan Seller with respect to each Substitute
Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee.
The Master Servicer shall amend the Mortgage Loan Schedule to reflect such
substitution and shall provide a copy of such amended Mortgage Loan Schedule to
the Trustee and the Rating Agencies.

     Section 2.05 ISSUANCE OF CERTIFICATES.

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

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

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


                                      -44-

<PAGE>




     Section 2.06 REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR. The
Depositor hereby represents and warrants to the Trustee, the Master Servicer and
the Securities Administrator as follows:

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

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

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

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

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

          (vi) there are no actions, suits or proceedings pending or, to the
     knowledge of the Depositor, threatened against the Depositor, before or by
     any court, administrative agency, arbitrator or governmental body (i) with
     respect to any of the transactions contemplated by this Agreement or (ii)
     with respect to any other matter which in the judgment of the Depositor
     will be determined adversely to the Depositor and will if determined
     adversely to the Depositor materially and adversely affect the Depositor's
     ability to enter into this


                                      -45-

<PAGE>



     Agreement or perform its obligations under this Agreement; and the
     Depositor is not in default with respect to any order of any court,
     administrative agency, arbitrator or governmental body so as to materially
     and adversely affect the transactions contemplated by this Agreement; and

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



                                      -46-

<PAGE>



                                   ARTICLE III
                 Administration and Servicing of Mortgage Loans

     Section 3.01 MASTER SERVICER. The Master Servicer shall supervise, monitor
and oversee the obligation of the Servicers to service and administer their
respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreements and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with each
Servicer as necessary from time-to-time to carry out the Master Servicer's
obligations hereunder, shall receive, review and evaluate all reports,
information and other data provided to the Master Servicer by each Servicer and
shall cause each Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by such Servicer under its applicable
Servicing Agreement. The Master Servicer shall independently and separately
monitor each Servicer's servicing activities with respect to each related
Mortgage Loan, reconcile the results of such monitoring with such information
provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers' and Master Servicer's records, and based on such
reconciled and corrected information, the Master Servicer shall provide such
information to the Securities Administrator as shall be necessary in order for
it to prepare the statements specified in Section 6.04, and prepare any other
information and statements required to be forwarded by the Master Servicer
hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan
monitoring with the actual remittances of the Servicers to the Protected Account
pursuant to the applicable Servicing Agreements.

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

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

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


                                      -47-

<PAGE>



above entities to photocopy any of the records and documentation and shall
provide equipment for that purpose at a charge that covers the Trustee's actual
costs.

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

     Section 3.02 REMIC-RELATED COVENANTS. For as long as each REMIC shall
exist, the Trustee and the Securities Administrator shall act in accordance
herewith to assure continuing treatment of such REMIC as a REMIC, and the
Trustee and the Securities Administrator shall comply with any directions of the
Depositor, the related Servicer or the Master Servicer to assure such continuing
treatment. In particular, the Trustee shall not (a) sell or permit the sale of
all or any portion of the Mortgage Loans or of any investment of deposits in an
Account unless such sale is as a result of a repurchase of the Mortgage Loans
pursuant to this Agreement or the Trustee has received a REMIC Opinion addressed
to the Trustee prepared at the expense of the Trust Fund; and (b) other than
with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement
or Section 2.04 of this Agreement, as applicable, accept any contribution to any
REMIC after the Startup Day without receipt of a REMIC Opinion addressed to the
Trustee .

     Section 3.03 MONITORING OF SERVICERS. (a) The Master Servicer shall be
responsible for reporting to the Trustee and the Depositor the compliance by
each Servicer with its duties under the related Servicing Agreement. In the
review of each Servicer's activities, the Master Servicer may rely upon an
officer's certificate of the Servicer (or similar document signed by an officer
of the Servicer) with regard to such Servicer's compliance with the terms of its
Servicing Agreement. In the event that the Master Servicer, in its judgment,
determines that a Servicer should be terminated in accordance with its Servicing
Agreement, or that a notice should be sent pursuant to such Servicing Agreement
with respect to the occurrence of an event that, unless cured, would constitute
grounds for such termination, the Master Servicer shall notify the Depositor and
the Trustee thereof and the Master Servicer shall issue such notice or take such
other action as it deems appropriate.

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


                                      -48-

<PAGE>



Servicer shall not be required to prosecute or defend any legal action except to
the extent that the Master Servicer shall have received reasonable indemnity for
its costs and expenses in pursuing such action.

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

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

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

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

     Section 3.04 FIDELITY BOND. The Master Servicer, at its expense, shall
maintain in effect a blanket fidelity bond and an errors and omissions insurance
policy, affording coverage with respect to all directors, officers, employees
and other Persons acting on such Master Servicer's behalf, and covering errors
and omissions in the performance of the Master Servicer's obligations hereunder.
The errors and omissions insurance policy and the fidelity bond shall be in such
form and amount generally acceptable for entities serving as master servicers or
trustees.

     Section 3.05 POWER TO ACT; PROCEDURES. The Master Servicer shall master
service the Mortgage Loans and shall have full power and authority, subject to
the REMIC Provisions and the provisions of Article X hereof, to do any and all
things that it may deem necessary or desirable in connection with the master
servicing and administration of the Mortgage Loans, including but not limited to
the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable; provided,
however, that the Master Servicer shall not (and, consistent with its


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responsibilities under Section 3.03, shall not permit any Servicer to) knowingly
or intentionally take any action, or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, would cause REMIC I, REMIC II or REMIC III to fail to
qualify as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) unless the Master Servicer has received an
Opinion of Counsel (but not at the expense of the Master Servicer) to the effect
that the contemplated action would not cause any REMIC to fail to qualify as a
REMIC or result in the imposition of a tax upon any REMIC. The Trustee shall
furnish the Master Servicer, upon written request from a Servicing Officer, with
any powers of attorney empowering the Master Servicer or any Servicer to execute
and deliver instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating to the
Mortgage Loans or the Mortgaged Property, in accordance with the applicable
Servicing Agreement and this Agreement, and the Trustee shall execute and
deliver such other documents, as the Master Servicer may request, to enable the
Master Servicer to master service and administer the Mortgage Loans and carry
out its duties hereunder, in each case in accordance with Accepted Master
Servicing Practices (and the Trustee shall have no liability for misuse of any
such powers of attorney by the Master Servicer or any Servicer). If the Master
Servicer or the Trustee has been advised that it is likely that the laws of the
state in which action is to be taken prohibit such action if taken in the name
of the Trustee or that the Trustee would be adversely affected under the "doing
business" or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee
pursuant to Section 9.11 hereof. In the performance of its duties hereunder, the
Master Servicer shall be an independent contractor and shall not, except in
those instances where it is taking action in the name of the Trustee, be deemed
to be the agent of the Trustee.

     Section 3.06 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. To the extent
provided in the applicable Servicing Agreement, to the extent Mortgage Loans
contain enforceable due-on-sale clauses, the Master Servicer shall cause the
Servicers to enforce such clauses in accordance with the applicable Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.

     Section 3.07 RELEASE OF MORTGAGE FILES. (a) Upon becoming aware of the
payment in full of any Mortgage Loan, or the receipt by any Servicer of a
notification that payment in full has been escrowed in a manner customary for
such purposes for payment to Certificateholders on the next Distribution Date,
the Servicer will, if required under the applicable Servicing Agreement,
promptly furnish to the Custodian, on behalf of the Trustee, two copies of a
certification substantially in the form of Exhibit D hereto signed by a
Servicing Officer or in a mutually agreeable electronic format which will, in
lieu of a signature on its face, originate from a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
in connection with such payment that are required to be deposited in the
Protected Account maintained by the applicable Servicer pursuant to Section 4.01
or by the applicable Servicer pursuant to its Servicing Agreement have been or
will be so deposited) and shall request that the Custodian, on behalf of the
Trustee, deliver to the


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<PAGE>



applicable Servicer the related Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the applicable Servicer and the
Trustee and Custodian shall have no further responsibility with regard to such
Mortgage File. Upon any such payment in full, each Servicer is authorized, to
give, as agent for the Trustee, as the mortgagee under the Mortgage that secured
the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
without recourse) regarding the Mortgaged Property subject to the Mortgage,
which instrument of satisfaction or assignment, as the case may be, shall be
delivered to the Person or Persons entitled thereto against receipt therefor of
such payment, it being understood and agreed that no expenses incurred in
connection with such instrument of satisfaction or assignment, as the case may
be, shall be chargeable to the Protected Account.

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

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

     (a) The Master Servicer shall transmit and each Servicer (to the extent
required by the related Servicing Agreement) shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Master Servicer or such Servicer from time to time as are required by the terms
hereof, or in the case of the Servicers, the applicable Servicing Agreement, to
be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise are
collected by the Master Servicer or by a Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit
of the Trustee and the Certificateholders subject to the Master Servicer's right
to retain or withdraw from the Master Servicer Collection Account the Master
Servicing Compensation and other amounts provided in this Agreement, and to the
right of each Servicer to retain its Servicing Fee and other amounts as provided
in the applicable Servicing Agreement. The Master Servicer shall, and (to the
extent provided in the applicable Servicing Agreement) shall cause each Servicer
to, provide access to information and documentation regarding the Mortgage Loans
to the Trustee, its agents and accountants at any time upon reasonable request
and during normal business hours, and to Certificateholders that are savings and
loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents


                                      -51-

<PAGE>



and examiners of such Office and Corporation or examiners of any other federal
or state banking or insurance regulatory authority if so required by applicable
regulations of the Office of Thrift Supervision or other regulatory authority,
such access to be afforded without charge but only upon reasonable request in
writing and during normal business hours at the offices of the Master Servicer
designated by it. In fulfilling such a request the Master Servicer shall not be
responsible for determining the sufficiency of such information.

     (b) All Mortgage Files and funds collected or held by, or under the control
of, the Master Servicer, in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds or
Insurance Proceeds, shall be held by the Master Servicer for and on behalf of
the Trustee and the Certificateholders and shall be and remain the sole and
exclusive property of the Trustee; provided, however, that the Master Servicer
and each Servicer shall be entitled to setoff against, and deduct from, any such
funds any amounts that are properly due and payable to the Master Servicer or
such Servicer under this Agreement or the applicable Servicing Agreement.

     Section 3.09 STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES.

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

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

     Section 3.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS. The Master
Servicer shall (to the extent provided in the applicable Servicing Agreement)
cause the related Servicer to, prepare and present on behalf of the Trustee and
the Certificateholders all claims under the Insurance Policies and take such
actions (including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to realize recovery under such policies.
Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and
remitted to the Master Servicer) in respect of such policies, bonds or contracts
shall be promptly deposited in the Master Servicer


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<PAGE>



Collection Account upon receipt, except that any amounts realized that are to be
applied to the repair or restoration of the related Mortgaged Property as a
condition precedent to the presentation of claims on the related Mortgage Loan
to the insurer under any applicable Insurance Policy need not be so deposited
(or remitted).

     Section 3.11 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.

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

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

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

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



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<PAGE>



     Section 3.13 REALIZATION UPON DEFAULTED MORTGAGE LOANS. The Master Servicer
shall cause each Servicer (to the extent required under the related Servicing
Agreement) to foreclose upon, repossess or otherwise comparably convert the
ownership of Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, all in accordance with the
applicable Servicing Agreement.

     Section 3.14 COMPENSATION FOR THE MASTER SERVICER.

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

     Section 3.15 REO PROPERTY.

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

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

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

     (d) To the extent provided in the related Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of any
payment to the Master Servicer and the


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<PAGE>



applicable Servicer as provided above shall be deposited in the Protected
Account on or prior to the Determination Date in the month following receipt
thereof and be remitted by wire transfer in immediately available funds to the
Master Servicer for deposit into the related Master Servicer Collection Account
on the next succeeding Servicer Remittance Date.

     Section 3.16 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

     (a) The Master Servicer shall deliver to the Trustee and the Rating
Agencies on or before March 1 of each year, commencing on March 1, 200_, an
Officer's Certificate, certifying that with respect to the period ending
December 31 of the prior year: (i) such Servicing Officer has reviewed the
activities of such Master Servicer during the preceding calendar year or portion
thereof and its performance under this Agreement, (ii) to the best of such
Servicing Officer's knowledge, based on such review, such Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
Agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof, (iii) nothing has come to the attention of such Servicing
Officer to lead such Servicing Officer to believe that any Servicer has failed
to perform any of its duties, responsibilities and obligations under its
Servicing Agreement in all material respects throughout such year, or, if there
has been a material default in the performance or fulfillment of any such
duties, responsibilities or obligations, specifying each such default known to
such Servicing Officer and the nature and status thereof.

     (b) Copies of such statements shall be provided to any Certificateholder
upon request, by the Master Servicer or by the Trustee at the Master Servicer's
expense if the Master Servicer failed to provide such copies (unless (i) the
Master Servicer shall have failed to provide the Trustee with such statement or
(ii) the Trustee shall be unaware of the Master Servicer's failure to provide
such statement).

     Section 3.17 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT. If the
Master Servicer has, during the course of any fiscal year, directly serviced any
of the Mortgage Loans, then the Master Servicer at its expense shall cause a
nationally recognized firm of independent certified public accountants to
furnish a statement to the Trustee, the Rating Agencies and the Depositor on or
before March 1 of each year, commencing on March 1, 200_ to the effect that,
with respect to the most recently ended fiscal year, such firm has examined
certain records and documents relating to the Master Servicer's performance of
its servicing obligations under this Agreement and pooling and servicing and
trust agreements in material respects similar to this Agreement and to each
other and that, on the basis of such examination conducted substantially in
compliance with the audit program for mortgages serviced for Freddie Mac or the
Uniform Single Attestation Program for Mortgage Bankers, such firm is of the
opinion that the Master Servicer's activities have been conducted in compliance
with this Agreement, or that such examination has disclosed no material items of
noncompliance except for (i) such exceptions as such firm believes to be
immaterial, (ii) such other exceptions as are set forth in such statement and
(iii) such exceptions that the Uniform Single Attestation Program for Mortgage
Bankers or the Audit Program for Mortgages Serviced by Freddie Mac requires it
to report. Copies of such statements shall be provided to any Certificateholder
upon request by the Master Servicer, or by the Trustee at the expense of the
Master Servicer if the Master Servicer shall fail to provide such copies. If
such report discloses exceptions that are material, the


                                      -55-

<PAGE>



Master Servicer shall advise the Trustee whether such exceptions have been or
are susceptible of cure, and will take prompt action to do so.

     Section 3.18 REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION. Within
15 days after each Distribution Date, the Securities Administrator shall, in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System ("EDGAR"), a Form 8-K with a copy of the
statement to the Trustee who shall make available a copy of the monthly
statement to the Certificateholders for such Distribution Date as an exhibit
thereto. Prior to January 30 in each year, the Securities Administrator shall,
in accordance with industry standards and only if instructed by the Depositor,
file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable.
Prior to (i) March 15, 200_ and (ii) unless and until a Form 15 Suspension
Notice shall have been filed, prior to March 15 of each year thereafter, the
Master Servicer shall provide the Securities Administrator with a Master
Servicer Certification, together with a copy of the annual independent
accountant's servicing report and annual statement of compliance of each
Servicer, in each case, required to be delivered pursuant to the related
Servicing Agreement, and, if applicable, the annual independent accountant's
servicing report and annual statement of compliance to be delivered by the
Master Servicer pursuant to Sections 3.16 and 3.17. Prior to (i) March 31, 200_,
or such earlier filing date as may be required by the Commission, and (ii)
unless and until a Form 15 Suspension Notice shall have been filed, March 31 of
each year thereafter, or such earlier filing date as may be required by the
Commission, the Securities Administrator shall file a Form 10-K, in substance
conforming to industry standards, with respect to the Trust. Such Form 10-K
shall include the Master Servicer Certification and other documentation provided
by the Master Servicer pursuant to the second preceding sentence. The Depositor
hereby grants to the Securities Administrator a limited power of attorney to
execute and file each such document on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (i) receipt by the
Securities Administrator from the Depositor of written termination of such power
of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to
promptly furnish to the Securities Administrator, from time to time upon
request, such further information, reports and financial statements within its
control related to this Agreement and the Mortgage Loans as the Securities
Administrator reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Securities Administrator shall have no
responsibility to file any items other than those specified in this Section
3.18; provided, however, the Securities Administrator will cooperate with the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Fees and expenses incurred by the Securities
Administrator in connection with this Section 3.18 shall not be reimbursable
from the Trust Fund.

     Section 3.19 PAYMENT TO MORTGAGE LOAN DEPOSITOR. On the Closing Date, the
Mortgage Loan Seller will receive from the Depositor a payment of $5,000.



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<PAGE>



     Section 3.20 UCC. The Depositor shall inform the Trustee in writing of any
Uniform Commercial Code financing statements that were filed on the Closing Date
in connection with the Trust with stamped recorded copies of such financing
statements to be delivered to the Trustee promptly upon receipt by the
Depositor. The Trustee agrees to monitor and notify the Depositor if any
continuation statements for such Uniform Commercial Code financing statements
need to be filed. If directed by the Depositor in writing, the Trustee will file
any such continuation statements solely at the expense of the Depositor. The
Depositor shall file any financing statements or amendments thereto required by
any change in the Uniform Commercial Code.

     Section 3.21 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.

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

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

     Section 3.22 SURETY BOND. If the Additional Collateral Servicer informs the
Trustee that a Required Surety Payment is payable pursuant to the Surety Bond,
with respect to any Additional Collateral Mortgage Loan, the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall return such notice to the Additional Collateral Servicer for submission to
the Surety Bond Issuer. Anything to the contrary notwithstanding, in the event
that the Surety Bond Issuer or the express terms of the Surety Bond requires
such notice to be submitted directly by the Trustee, the Trustee shall submit
such notice directly to the Surety Bond Issuer. The Trustee hereby agrees to
cooperate with the Additional Collateral Servicer in taking all necessary action
to realize on the Surety Bond, including, without limitation, executing any
documents or notices prepared by the Additional Collateral Servicer, necessary
to collect any Required Surety Payment. Any Required Surety Payment received by
the Trustee shall be remitted to the Master Servicer. The Master Servicer shall
deposit such Required Surety Payment in the Master Servicer Collection


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<PAGE>



Account and shall distribute such Required Surety Payment, or the proceeds
thereof, in accordance with the provisions of Section 4.03. The Trustee shall
incur no liability in connection with the presentment of any notices or claims
on the Surety Bond made by it at the direction of the Additional Collateral
Servicer.

                                   ARTICLE IV
                                    Accounts

     Section 4.01 PROTECTED ACCOUNTS. (a) The Master Servicer shall enforce the
obligation of each Servicer to establish and maintain a Protected Account in
accordance with the applicable Servicing Agreement, with records to be kept with
respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
shall be deposited within 48 hours (or as of such other time specified in the
related Servicing Agreement) of receipt, all collections of principal and
interest on any Mortgage Loan and any REO Property received by a Servicer,
including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and
advances made from the Servicer's own funds (less servicing compensation as
permitted by the applicable Servicing Agreement in the case of any Servicer) and
all other amounts to be deposited in the Protected Account. The Servicer is
hereby authorized to make withdrawals from and deposits to the related Protected
Account for purposes required or permitted by this Agreement. To the extent
provided in the related Servicing Agreement, the Protected Account shall be held
by a Designated Depository Institution and segregated on the books of such
institution in the name of the Trustee for the benefit of Certificateholders.

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

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

          (i) Scheduled Payments on the Mortgage Loans received or any related
     portion thereof advanced by such Servicer pursuant to its Servicing
     Agreement which were due on


                                      -58-

<PAGE>



     or before the related Due Date, net of the amount thereof comprising its
     Servicing Fee or any fees with respect to any lender-paid primary mortgage
     insurance policy;

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

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

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

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

     Section 4.02 MASTER SERVICER COLLECTION ACCOUNT. (a) The Master Servicer
shall establish and maintain in the name of the Trustee, for the benefit of the
Certificateholders, the Master Servicer Collection Account as a segregated trust
account or accounts. The Master Servicer Collection Account shall be an Eligible
Account. The Master Servicer will deposit in the Master Servicer Collection
Account as identified by the Master Servicer and as received by the Master
Servicer, the following amounts:

          (i) Any amounts withdrawn from a Protected Account;

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

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

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



                                      -59-

<PAGE>



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

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

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

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

     Section 4.03 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE MASTER SERVICER
COLLECTION ACCOUNT. (a) The Master Servicer will, from time to time on demand of
a Servicer or the Securities Administrator, make or cause to be made such
withdrawals or transfers from the Master Servicer Collection Account as the
Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and
terminate the Master Servicer Collection Account pursuant to Section 10.01 and
remove amounts from time to time deposited in error.

     (b) On an ongoing basis, the Master Servicer shall withdraw from the Master
Servicer Collection Account (i) any expenses recoverable by the Trustee, the
Master Servicer or the Securities


                                      -60-

<PAGE>



Administrator or the Custodian pursuant to Sections 3.03, 7.04 and 9.05 and (ii)
any amounts payable to the Master Servicer as set forth in Section 3.14.

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

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

     Section 4.04 DISTRIBUTION ACCOUNT. (a) The Trustee shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders,
the Distribution Account as a segregated trust account or accounts.

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

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



                                      -61-

<PAGE>



     Section 4.05 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
ACCOUNT. (a) The Trustee will, from time to time on demand of the Master
Servicer or the Securities Administrator, make or cause to be made such
withdrawals or transfers from the Distribution Account as the Master Servicer
has designated for such transfer or withdrawal pursuant to this Agreement and
the Servicing Agreements or as the Securities Administrator has instructed
hereunder for the following purposes (limited in the case of amounts due the
Master Servicer to those not withdrawn from the Master Servicer Collection
Account in accordance with the terms of this Agreement):

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

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

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

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

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

          (vi) to reimburse the Master Servicer or any Servicer for advances of
     funds (other than Monthly Advances) made with respect to the Mortgage
     Loans, and the right to reimbursement pursuant to this subclause being
     limited to amounts received on the related


                                      -62-

<PAGE>



     Mortgage Loan (including, for this purpose, the Repurchase Price therefor,
     Insurance Proceeds and Liquidation Proceeds) which represent late
     recoveries of the payments for which such advances were made;

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

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

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

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

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

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

          (xiii) to remove amounts deposited in error; and

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

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

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



                                      -63-

<PAGE>



                                    ARTICLE V
                                  Certificates

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

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

     All transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.

     (b) If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor within 30 days or (ii) the Depositor at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Depository, the Trustee shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability
of definitive, fully registered Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of the Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the definitive Certificates. Neither the Depositor nor
the Trustee shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions.

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


                                      -64-

<PAGE>



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


<TABLE>
<CAPTION>

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

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

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

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

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

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

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


                                      -65-

<PAGE>



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

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

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


<TABLE>
<CAPTION>

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

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

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

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



                                      -66-

<PAGE>



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

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

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

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

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


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


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


     (1) On or prior to the Distribution Date in _____ 200_, the Class I-A-1
Certificates will bear interest at a variable pass-through rate equal to the
weighted average of the Net Rates of the Group 1 Mortgage Loans, weighted on the
basis of the respective Scheduled Principal Balances of each such Mortgage Loan
as of the beginning of the Due Period immediately preceding the related
Distribution Date, minus _____% per annum; provided that, on such Distribution
Dates, for federal income tax purposes the Class I-A-1 Certificates will bear
interest at a rate equivalent


                                      -67-

<PAGE>



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

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

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

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

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

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


                                      -68-

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

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

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

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

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

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

     (f) The Certificates shall be substantially in the forms set forth in
Exhibits A-1, A-2 and A-3. On original issuance, the Trustee shall sign,
countersign and shall deliver them at the direction of the Depositor. Pending
the preparation of definitive Certificates of any Class, the Trustee may sign
and countersign temporary Certificates that are printed, lithographed or
typewritten, in authorized denominations for Certificates of such Class,
substantially of the tenor of the definitive Certificates in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers or authorized signatories executing such
Certificates may determine, as evidenced by their execution of such
Certificates. If temporary Certificates are issued, the


                                      -69-

<PAGE>



Depositor will cause definitive Certificates to be prepared without unreasonable
delay. After the preparation of definitive Certificates, the temporary
Certificates shall be exchangeable for definitive Certificates upon surrender of
the temporary Certificates at the office of the Trustee, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall sign and countersign and deliver in exchange
therefor a like aggregate principal amount, in authorized denominations for such
Class, of definitive Certificates of the same Class. Until so exchanged, such
temporary Certificates shall in all respects be entitled to the same benefits as
definitive Certificates.

     (g) Each Class of Book-Entry Certificates will be registered as a single
Certificate of such Class held by a nominee of the Depository or the DTC
Custodian, and beneficial interests will be held by investors through the
book-entry facilities of the Depository in minimum denominations of (i) in the
case of the Senior Certificates (other than the Residual Certificates), $1,000
and in each case increments of $1.00 in excess thereof, and (ii) in the case of
the Offered Subordinate Certificates, $25,000 and increments of $1.00 in excess
thereof, except that one Certificate of each such Class may be issued in a
different amount so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Current Principal Amount of such
Class on the Closing Date. On the Closing Date, the Trustee shall execute and
countersign Physical Certificates all in an aggregate principal amount that
shall equal the Current Principal Amount of such Class on the Closing Date. The
Private Certificates shall be issued in certificated fully-registered form in
minimum dollar denominations of $25,000 and integral multiples of $1.00 in
excess thereof, except that one Private Certificate of each Class may be issued
in a different amount so that the sum of the denominations of all outstanding
Private Certificates of such Class shall equal the Current Principal Amount of
such Class on the Closing Date. The Class R-I Certificate shall be issued in
certificated fully-registered form, in the denomination of $100. The Class R-II
Certificate and Class R-III Certificate shall each be issued in certificated
fully-registered form, each, in the denomination of $50. Each Class of Global
Certificates, if any, shall be issued in fully registered form in minimum dollar
denominations of $50,000 and integral multiples of $1.00 in excess thereof,
except that one Certificate of each Class may be in a different denomination so
that the sum of the denominations of all outstanding Certificates of such Class
shall equal the Current Principal Amount of such Class on the Closing Date. On
the Closing Date, the Trustee shall execute and countersign (i) in the case of
each Class of Offered Certificates, the Certificate in the entire Current
Principal Amount of the respective Class and (ii) in the case of each Class of
Private Certificates, Individual Certificates all in an aggregate principal
amount that shall equal the Current Principal Amount of each such respective
Class on the Closing Date. The Certificates referred to in clause (i) and if at
any time there are to be Global Certificates, the Global Certificates shall be
delivered by the Depositor to the Depository or pursuant to the Depository's
instructions, shall be delivered by the Depositor on behalf of the Depository to
and deposited with the DTC Custodian. The Trustee shall sign the Certificates by
facsimile or manual signature and countersign them by manual signature on behalf
of the Trustee by one or more authorized signatories, each of whom shall be
Responsible Officers of the Trustee or its agent. A Certificate bearing the
manual and facsimile signatures of individuals who were the authorized
signatories of the Trustee or its agent at the time of issuance shall bind the
Trustee, notwithstanding that such individuals or any of them have ceased to
hold such positions prior to the delivery of such Certificate.



                                      -70-

<PAGE>



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

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

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

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

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

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

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

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


                                      -71-

<PAGE>



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

     Section 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES. (a) The
Trustee shall maintain at its Corporate Trust Office a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided.

     (b) Subject to Subsection 5.01(a) and, in the case of any Global
Certificate or Physical Certificate upon the satisfaction of the conditions set
forth below, upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose, the Trustee
shall sign, countersign and shall deliver, in the name of the designated
transferee or transferees, a new Certificate of a like Class and aggregate
Fractional Undivided Interest, but bearing a different number.

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

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

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


                                      -72-

<PAGE>




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

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

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

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

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

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

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

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



                                      -73-

<PAGE>



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

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

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

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

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



                                      -74-

<PAGE>



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

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

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

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

     Section 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. (a) If (i)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as it may require to save it harmless, and (iii) the Trustee has not
received notice that such Certificate has been acquired by a third Person, the
Trustee shall sign, countersign and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Fractional Undivided Interest but in each case bearing a different
number. The mutilated, destroyed, lost or stolen Certificate shall thereupon be
canceled of record by the Trustee and shall be of no further effect and evidence
no rights.

     (b) Upon the issuance of any new Certificate under this Section 5.03, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any duplicate Certificate issued pursuant to this Section 5.03 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.



                                      -75-

<PAGE>



     Section 5.04 PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Trustee and any
agent of the Depositor or the Trustee may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 6.01 and for all other purposes
whatsoever. Neither the Depositor, the Trustee nor any agent of the Depositor or
the Trustee shall be affected by notice to the contrary. No Certificate shall be
deemed duly presented for a transfer effective on any Record Date unless the
Certificate to be transferred is presented no later than the close of business
on the third Business Day preceding such Record Date.

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

     (b) No transfer, sale or other disposition of a Residual Certificate
(including a beneficial interest therein) may be made unless, prior to the
transfer, sale or other disposition of a Residual Certificate, the proposed
transferee (including the initial purchasers thereof) delivers to the Tax
Matters Person, the Trustee and the Depositor an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such
transfer (i) such transferee is a Permitted Transferee and that (ii) such
transferee is not acquiring such Residual Certificate for the account of any
person who is not a Permitted Transferee. The Tax Matters Person shall not
consent to a transfer of a Residual Certificate if it has actual knowledge that
any statement made in the affidavit issued pursuant to the preceding sentence is
not true. Notwithstanding any transfer, sale or other disposition of a Residual
Certificate to any Person who is not a Permitted Transferee, such transfer, sale
or other disposition shall be deemed to be of no legal force or effect
whatsoever and such Person shall not be deemed to be a Holder of a Residual
Certificate for any purpose hereunder, including, but not limited to, the
receipt of distributions thereon. If any purported transfer shall be in
violation of the provisions of this Subsection 5.05(b), then the prior Holder
thereof shall, upon discovery that the transfer of such Residual Certificate was
not in fact permitted by this Subsection 5.05(b), be restored to all rights as a
Holder thereof retroactive to the date of the purported transfer. None of the
Trustee, the Tax Matters Person or the Depositor shall be under any liability to
any Person for any registration or transfer of a Residual Certificate that is
not permitted by this Subsection 5.05(b) or for making payments due on such
Residual Certificate to the purported Holder thereof or taking any other action
with respect to such purported Holder under the provisions of this Agreement so
long as the written affidavit referred to above was received with respect to
such transfer, and the Tax Matters Person, the Trustee and the Depositor, as
applicable, had no knowledge that it was untrue. The prior Holder shall be
entitled to recover from any purported Holder of a Residual Certificate that was
in fact not a permitted transferee under this Subsection 5.05(b) at the time it
became a Holder all payments made on such Residual Certificate. Each Holder of a
Residual Certificate, by acceptance thereof, shall be deemed for all purposes to
have consented to the provisions of this Subsection 5.05(b) and to any amendment
of this Agreement deemed necessary (whether as a result of new legislation or
otherwise) by counsel of the Tax Matters Person or the Depositor to ensure that
the Residual Certificates are not transferred to any Person who is not a
Permitted Transferee and that any transfer of such Residual Certificates will
not cause the imposition of a tax upon the Trust or cause any REMIC to fail to
qualify as a REMIC.


                                      -76-

<PAGE>




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

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

     Section 5.06 RESTRICTIONS ON TRANSFERABILITY OF CERTIFICATES. (a) No offer,
sale, transfer or other disposition (including pledge) of any Certificate shall
be made by any Holder thereof unless registered under the Securities Act, or an
exemption from the registration requirements of the Securities Act and any
applicable state securities or "Blue Sky" laws is available and the prospective
transferee (other than the Depositor) of such Certificate signs and delivers to
the Trustee an Investment Letter, if the transferee is an Institutional
Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A
Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2
hereto. Notwithstanding the provisions of the immediately preceding sentence, no
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in any Certificate that is a Global
Certificate of a Class to a transferee that takes delivery in the form of a
beneficial interest in the Global Certificate of such Class provided that each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A Certificate as are sufficient to establish that it is
a QIB. In the case of a proposed transfer of any Certificate to a transferee
other than a QIB, the Trustee may require an Opinion of Counsel addressed to the
Trustee that such transaction is exempt from the registration requirements of
the Securities Act. The cost of such opinion shall not be an expense of the
Trustee or the Trust Fund.

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

     Section 5.07 ERISA RESTRICTIONS. (a) Subject to the provisions of
subsection (b), no Residual Certificates or Private Certificates may be acquired
directly or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA and Section 4975 of
the Code, unless the proposed transferee provides either (i) the Trustee, with
an Opinion of Counsel addressed to the Trustee, the Master Servicer and the
Securities Administrator (upon which they may rely) which is satisfactory to the
Trustee, which opinion will not be at the expense of the Trustee, the Master
Servicer or the Securities Administrator, that the purchase of such Certificates
by or on behalf of such Plan is permissible under applicable law, will not
constitute or result in a nonexempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Master Servicer
or the Securities Administrator to any obligation in addition to those
undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and
Class B-6 Certificates, a representation or certification to the Trustee (upon
which the Trustee is authorized to rely) to the effect that the proposed
transfer and holding of such a Certificate and the servicing, management and
operation of the Trust: (I) will not result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code which is not covered under an
individual or class prohibited transaction exemption including but not limited
to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class
Exemption for Plan Asset Transactions Determined by Independent Qualified
Professional Asset Managers); PTE 91-38 (Class Exemption for Certain
Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class
Exemption for Certain


                                      -77-

<PAGE>



Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60
(Class Exemption for Certain Transactions Involving Insurance Company General
Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions
Determined by In-House Asset Managers and (II) will not subject the Depositor,
the Securities Administrator, the Master Servicer or the Trustee to any
obligation in addition to those undertaken in the Agreement.

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

     (c) Each beneficial owner of a Class B-1, Class B-2 or Class B-3
Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not a Plan or investing with "Plan Assets", (ii) it has
acquired and is holding such certificate in reliance on the Exemption, and that
it understands that there are certain conditions to the availability of the
Exemption, including that the certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by S&P or Moody's Investors
Service, Inc., and the certificate is so rated or (iii) (1) it is an insurance
company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an "insurance company general account," as such term is
defined in Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.

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



                                      -78-

<PAGE>



     Section 5.08 RULE 144A INFORMATION. For so long as any Certificates are
outstanding and are "restricted securities" within the meaning of Rule 144(a)(3)
of the Securities Act, (1) the Depositor will provide or cause to be provided to
any holder of such Certificates and any prospective purchaser thereof designated
by such a holder, upon the request of such holder or prospective purchaser, the
information required to be provided to such holder or prospective purchaser by
Rule 144A(d)(4) under the Securities Act; and (2) the Depositor shall update
such information from time to time in order to prevent such information from
becoming false and misleading and will take such other actions as are necessary
to ensure that the safe harbor exemption from the registration requirements of
the Securities Act under Rule 144A is and will be available for resales of such
Certificates conducted in accordance with Rule 144A.



                                      -79-

<PAGE>



                                   ARTICLE VI
                         Payments to Certificateholders

     Section 6.01 DISTRIBUTIONS ON THE CERTIFICATES. (a) Interest and principal
on the Certificates (other than the Interest Only Certificates) will be
distributed monthly on each Distribution Date, commencing in June 2003, in an
amount equal to the Available Funds on deposit in the Distribution Account for
such Distribution Date. On each Distribution Date, the Available Funds on
deposit in the Distribution Account shall be distributed as follows:

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

               FIRST, to the Group 1 Senior Certificates, on a pro rata basis,
               the Accrued Certificate Interest on such Classes for such
               Distribution Date. As described below, Accrued Certificate
               Interest on the Group 1 Senior Certificates is subject to
               reduction in the event of certain Net Interest Shortfalls
               allocable thereto;

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

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

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

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

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

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


                                      -80-

<PAGE>



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

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

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

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

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

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

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

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

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



                                      -81-

<PAGE>



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

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

     (b) If, after distributions have been made pursuant to priorities FIRST and
SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date,
the remaining Group 1, Group 2, Group 3 or Group 4 Available Funds are less than
the Group 1, Group 2, Group 3 or Group 4 Senior Optimal


                                      -82-

<PAGE>



Principal Amounts, respectively, such amount shall be reduced, and such
remaining funds will be distributed on the related Senior Certificates on the
basis of such reduced amount.

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

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

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

     (f) If on any Distribution Date the Available Funds for the Senior
Certificates in any Certificate Group is less than the Accrued Certificate
Interest on the related Senior Certificates for such Distribution Date prior to
reduction for Net Interest Shortfalls and the interest portion of Realized
Losses, the shortfall will be allocated among the holders of each Class of
Senior Certificates in such Certificate Group in proportion to the respective
amounts of Accrued Certificate Interest that would have been allocated thereto
in the absence of such Net Interest Shortfalls and/or Realized Losses for such
Distribution Date. In addition, the amount of any interest shortfalls will
constitute unpaid Accrued Certificate Interest and will be distributable to
holders of the Certificates of the related Classes entitled to such amounts on
subsequent Distribution Dates, to the extent of the applicable Available Funds
after current interest distributions as required herein. Any such amounts so
carried forward will not bear interest. Shortfalls in interest payments will not
be offset by a reduction in the servicing compensation of the Master Servicer or
otherwise, except to the extent of applicable Compensating Interest Payments.

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

     Section 6.02 ALLOCATION OF LOSSES. (a) On or prior to each Determination
Date, the Master Servicer shall determine the amount of any Realized Loss in
respect of each Mortgage Loan that occurred during the immediately preceding
calendar month.

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

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


                                      -83-

<PAGE>



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

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

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

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

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

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

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

     (c) Notwithstanding the foregoing clause (b), no such allocation of any
Realized Loss shall be made on a Distribution Date to any Class of Certificates
to the extent that such allocation would result in the reduction of the
aggregate Current Principal Amounts of all the Certificates as of such
Distribution Date, after giving effect to all distributions and prior
allocations of Realized Losses on such date, to an amount less than the
aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the
first day of the month of such Distribution Date (such limitation, the "Loss
Allocation Limitation").

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

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

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


                                      -84-

<PAGE>




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

     Section 6.03 PAYMENTS. (a) On each Distribution Date, other than the final
Distribution Date, the Trustee shall distribute to each Certificateholder of
record on the directly preceding Record Date the Certificateholder's pro rata
share of its Class (based on the aggregate Fractional Undivided Interest
represented by such Holder's Certificates) of all amounts required to be
distributed on such Distribution Date to such Class, based on information
provided to the Securities Administrator by the Master Servicer. The Securities
Administrator shall calculate the amount to be distributed to each Class and,
based on such amounts, the Securities Administrator shall determine the amount
to be distributed to each Certificateholder. All of the Securities
Administrator's calculations of payments shall be based solely on information
provided to the Securities Administrator by the Master Servicer. The Securities
Administrator shall not be required to confirm, verify or recompute any such
information but shall be entitled to rely conclusively on such information.

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

     Section 6.04 STATEMENTS TO CERTIFICATEHOLDERS. (a) Concurrently with each
distribution to Certificateholders, the Securities Administrator shall make
available to the parties hereto and each Certificateholder via the Securities
Administrator's internet website as set forth below, the following information,
expressed with respect to clauses (i) through (vii) in the aggregate and as a
Fractional Undivided Interest representing an initial Current Principal Amount
of $1,000, or in the case of the Class R-I Certificate, an initial Current
Principal Amount of $100, or in the case of each of the Class R-II Certificate
and the Class R-III Certificate, an initial Current Principal Amount of $50:

          (i) the Current Principal Amount or Notional Amount of each Class of
     Certificates immediately prior to such Distribution Date;

          (ii) the amount of the distribution allocable to principal on each
     applicable Class of Certificates;


                                      -85-

<PAGE>




          (iii) the aggregate amount of interest accrued at the related
     Pass-Through Rate with respect to each Class during the related Interest
     Accrual Period;

          (iv) the Net Interest Shortfall and any other adjustments to interest
     at the related Pass-Through Rate necessary to account for any difference
     between interest accrued and aggregate interest distributed with respect to
     each Class of Certificates;

          (v) the amount of the distribution allocable to interest on each Class
     of Certificates;

          (vi) the Pass-Through Rates for each Class of Certificates with
     respect to such Distribution Date;

          (vii) the Current Principal Amount or Notional Amount of each Class of
     Certificates after such Distribution Date;

          (viii) the amount of any Monthly Advances, Compensating Interest
     Payments and outstanding unreimbursed advances by the Master Servicer or
     the Servicer included in such distribution separately stated for each Loan
     Group;

          (ix) the aggregate amount of any Realized Losses (listed separately
     for each category of Realized Loss and for each Loan Group) during the
     related Prepayment Period and cumulatively since the Cut-off Date and the
     amount and source (separately identified) of any distribution in respect
     thereof included in such distribution;

          (x) with respect to each Mortgage Loan which incurred a Realized Loss
     during the related Prepayment Period, (i) the loan number, (ii) the
     Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
     (ii) the Scheduled Principal Balance of such Mortgage Loan as of the
     beginning of the related Due Period, (iii) the Net Liquidation Proceeds
     with respect to such Mortgage Loan and (iv) the amount of the Realized Loss
     with respect to such Mortgage Loan;

          (xi) with respect to each Loan Group, the amount of Scheduled
     Principal and Principal Prepayments, (including but separately identifying
     the principal amount of Principal Prepayments, Insurance Proceeds, the
     purchase price in connection with the purchase of Mortgage Loans, cash
     deposits in connection with substitutions of Mortgage Loans and Net
     Liquidation Proceeds) and the number and principal balance of Mortgage
     Loans purchased or substituted for during the relevant period and
     cumulatively since the Cut- off Date;

          (xii) the number of Mortgage Loans (excluding REO Property) in each
     Loan Group remaining in the Trust Fund as of the end of the related
     Prepayment Period;

          (xiii) information for each Loan Group and in the aggregate regarding
     any Mortgage Loan delinquencies as of the end of the related Prepayment
     Period, including the aggregate


                                      -86-

<PAGE>



     number and aggregate Outstanding Principal Balance of Mortgage Loans (a)
     delinquent 30 to 59 days on a contractual basis, (b) delinquent 60 to 89
     days on a contractual basis, and (c) delinquent 90 or more days on a
     contractual basis, in each case as of the close of business on the last
     Business Day of the immediately preceding month;

          (xiv) for each Loan Group, the number of Mortgage Loans in the
     foreclosure process as of the end of the related Due Period and the
     aggregate Outstanding Principal Balance of such Mortgage Loans;

          (xv) for each Loan Group, the number and aggregate Outstanding
     Principal Balance of all Mortgage Loans as to which the Mortgaged Property
     was REO Property as of the end of the related Due Period;

          (xvi) the book value (the sum of (A) the Outstanding Principal Balance
     of the Mortgage Loan, (B) accrued interest through the date of foreclosure
     and (C) foreclosure expenses) of any REO Property in each Loan Group;
     provided that, in the event that such information is not available to the
     Securities Administrator on the Distribution Date, such information shall
     be furnished promptly after it becomes available;

          (xvii) the amount of Realized Losses allocated to each Class of
     Certificates since the prior Distribution Date and in the aggregate for all
     prior Distribution Dates; and

          (xviii) the Average Loss Severity for the prior calendar month for
     each Loan Group; and

          (xix) the then applicable Group 1, Group 2, Group 3 and Group 4 Senior
     Percentage, Group 1, Group 2, Group 3 and Group 4 Senior Prepayment
     Percentage, Group 1, Group 2, Group 3 and Group 4 Subordinate Percentage
     and Group 1, Group 2, Group 3 and Group 4 Subordinate Prepayment
     Percentage.

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

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



                                      -87-

<PAGE>



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

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

     Section 6.05 MONTHLY ADVANCES. If the Scheduled Payment on a Mortgage Loan
that was due on a related Due Date and is delinquent other than as a result of
application of the Relief Act and for which the related Servicer was required to
make an advance pursuant to the related Servicing Agreement exceeds the amount
deposited in the Master Servicer Collection Account which will be used for an
advance with respect to such Mortgage Loan, the Master Servicer will deposit in
the Master Servicer Collection Account not later than the Distribution Account
Deposit Date immediately preceding the related Distribution Date an amount equal
to such deficiency, net of the Servicing Fee for such Mortgage Loan except to
the extent the Master Servicer determines any such advance to be a
Nonrecoverable Advance. Subject to the foregoing, the Master Servicer shall
continue to make such advances through the date that the related Servicer is
required to do so under its Servicing Agreement. If the Master Servicer deems an
advance to be a Nonrecoverable Advance, on the Distribution Account Deposit
Date, the Master Servicer shall present an Officer's Certificate to the Trustee
(i) stating that the Master Servicer elects not to make a Monthly Advance in a
stated amount and (ii) detailing the reason it deems the advance to be a
Nonrecoverable Advance.

     Section 6.06 COMPENSATING INTEREST PAYMENTS. The Master Servicer shall
deposit in the Master Servicer Collection Account not later than each
Distribution Account Deposit Date an amount equal to the lesser of (i) the sum
of the aggregate amounts required to be paid by the Servicers under the
Servicing Agreements with respect to subclauses (a) and (b) of the definition of
Interest Shortfall with respect to the Mortgage Loans for the related
Distribution Date, and not so paid by the related Servicers and (ii) the Master
Servicer Compensation for such Distribution Date (such amount, the "Compensating
Interest Payment"). The Master Servicer shall not be entitled to any
reimbursement of any Compensating Interest Payment.


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                                   ARTICLE VII
                               The Master Servicer

     Section 7.01 LIABILITIES OF THE MASTER SERVICER. The Master Servicer shall
be liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by it herein.

     Section 7.02 MERGER OR CONSOLIDATION OF THE MASTER SERVICER.

     (a) The Master Servicer will keep in full force and effect its existence,
rights and franchises as a corporation under the laws of the state of its
incorporation, and will obtain and preserve its qualification to do business as
a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under
this Agreement.

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

     Section 7.03 INDEMNIFICATION OF THE TRUSTEE, THE MASTER SERVICER AND THE
SECURITIES ADMINISTRATOR. (a) The Master Servicer agrees to indemnify the
Indemnified Persons for, and to hold them harmless against, any loss, liability
or expense (including reasonable legal fees and disbursements of counsel)
incurred on their part that may be sustained in connection with, arising out of,
or relating to, any claim or legal action (including any pending or threatened
claim or legal action) relating to this Agreement, the Servicing Agreements, the
Assignment Agreements or the Certificates or the powers of attorney delivered by
the Trustee hereunder (i) related to the Master Servicer's failure to perform
its duties in compliance with this Agreement (except as any such loss, liability
or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
incurred by reason of the Master Servicer's willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder, provided, in each case, that with
respect to any such claim or legal action (or pending or threatened claim or
legal action), the Trustee shall have given the Master Servicer and the
Depositor written notice thereof promptly after the Trustee shall have with
respect to such claim or legal action knowledge thereof. The Master Servicer's
failure to receive any such notice shall not affect the Trustee's right to
indemnification hereunder, except to the extent the Master Servicer is
materially prejudiced by such failure to give notice. This indemnity shall
survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.

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



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     Section 7.04 LIMITATIONS ON LIABILITY OF THE MASTER SERVICER AND OTHERS.
Subject to the obligation of the Master Servicer to indemnify the Indemnified
Persons pursuant to Section 7.03:

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

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

     (c) The Master Servicer, the Custodian and any director, officer, employee
or agent of the Master Servicer or the Custodian shall be indemnified by the
Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Certificates or any Servicing Agreement
(except to the extent that the Master Servicer is indemnified by the Servicer
thereunder), other than (i) any such loss, liability or expense related to the
Master Servicer's failure to perform its duties in compliance with this
Agreement (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement), or to the Custodian's failure to
perform its duties under the Custodial Agreement, respectively, or (ii) any such
loss, liability or expense incurred by reason of the Master Servicer's or the
Custodian's willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or under the Custodial Agreement, as applicable,
or by reason of reckless disregard of obligations and duties hereunder or under
the Custodial Agreement, as applicable.

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



                                      -90-

<PAGE>



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

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

     Section 7.05 MASTER SERVICER NOT TO RESIGN. Except as provided in Section
7.07, the Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon a determination that any such duties hereunder
are no longer permissible under applicable law and such impermissibility cannot
be cured. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Independent Counsel addressed to
the Trustee to such effect delivered to the Trustee. No such resignation by the
Master Servicer shall become effective until [AN AFFILIATE OF THE DEPOSITOR] or
the Trustee or a successor to the Master Servicer reasonably satisfactory to the
Trustee shall have assumed the responsibilities and obligations of the Master
Servicer in accordance with Section 8.02 hereof. The Trustee shall notify the
Rating Agencies of the resignation of the Master Servicer.

     Section 7.06 SUCCESSOR MASTER SERVICER. In connection with the appointment
of any successor master servicer or the assumption of the duties of the Master
Servicer, [AN AFFILIATE OF THE DEPOSITOR] or the Trustee may make such
arrangements for the compensation of such successor master servicer out of
payments on the Mortgage Loans as [AN AFFILIATE OF THE DEPOSITOR] or the Trustee
and such successor master servicer shall agree. If the successor master servicer
does not agree that such market value is a fair price, such successor master
servicer shall obtain two quotations of market value from third parties actively
engaged in the servicing of single- family mortgage loans. Notwithstanding the
foregoing, the compensation payable to a successor master servicer may not
exceed the compensation which the Master Servicer would have been entitled to
retain if the Master Servicer had continued to act as Master Servicer hereunder.

     Section 7.07 SALE AND ASSIGNMENT OF MASTER SERVICING. The Master Servicer
may sell and assign its rights and delegate its duties and obligations in its
entirety as Master Servicer under this Agreement and [AN AFFILIATE OF THE
DEPOSITOR] may terminate the Master Servicer without cause and select a new
Master Servicer; provided, however, that: (i) the purchaser or transferee
accepting such assignment and delegation (a) shall be a Person which shall be
qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall
have a net worth of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by it as master servicer
under this Agreement, any custodial agreement from and after the effective date
of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the Master Servicer and each Rating
Agency's rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified


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<PAGE>



or withdrawn as a result of such assignment, sale and delegation, as evidenced
by a letter to such effect delivered to the Master Servicer and the Trustee;
(iii) the Master Servicer assigning and selling the master servicing shall
deliver to the Trustee an Officer's Certificate and an Opinion of Independent
Counsel addressed to the Trustee, each stating that all conditions precedent to
such action under this Agreement have been completed and such action is
permitted by and complies with the terms of this Agreement; and (iv) in the
event the Master Servicer is terminated without cause by [AN AFFILIATE OF THE
DEPOSITOR], [AN AFFILIATE OF THE DEPOSITOR] shall pay the terminated Master
Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal
Balance of the Mortgage Loans at the time the master servicing of the Mortgage
Loans is transferred to the successor Master Servicer. No such assignment or
delegation shall affect any liability of the Master Servicer arising prior to
the effective date thereof.



                                      -92-

<PAGE>



                                  ARTICLE VIII
                                     Default

     Section 8.01 EVENTS OF DEFAULT. "Event of Default," wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) and
only with respect to the defaulting Master Servicer:

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

          (ii) The Master Servicer fails to observe or perform in any material
     respect any other material covenants and agreements set forth in this
     Agreement to be performed by it, which covenants and agreements materially
     affect the rights of Certificateholders, and such failure continues
     unremedied for a period of 60 days after the date on which written notice
     of such failure, properly requiring the same to be remedied, shall have
     been given to the Master Servicer by the Trustee or to the Master Servicer
     and the Trustee by the Holders of Certificates evidencing Fractional
     Undivided Interests aggregating not less than 25% of the Trust Fund; or

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

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

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



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<PAGE>



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

In each and every such case, so long as such Event of Default with respect to
the Master Servicer shall not have been remedied, either the Trustee or the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the principal of the Trust Fund, by notice in writing to
the Master Servicer (and to the Trustee if given by such Certificateholders),
with a copy to the Rating Agencies, and with the consent of [AN AFFILIATE OF THE
DEPOSITOR], may terminate all of the rights and obligations (but not the
liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property serviced by the Master Servicer and the
proceeds thereof. Upon the receipt by the Master Servicer of the written notice,
all authority and power of the Master Servicer under this Agreement, whether
with respect to the Certificates, the Mortgage Loans, REO Property or under any
other related agreements (but only to the extent that such other agreements
relate to the Mortgage Loans or related REO Property) shall, subject to Section
8.02, automatically and without further action pass to and be vested in the
Trustee pursuant to this Section 8.01; and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of the Master
Servicer as attorney-in-fact or otherwise, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's rights and
obligations hereunder, including, without limitation, the transfer to the
Trustee of (i) the property and amounts which are then or should be part of the
Trust or which thereafter become part of the Trust; and (ii) originals or copies
of all documents of the Master Servicer reasonably requested by the Trustee to
enable it to assume the Master Servicer's duties thereunder. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities under this Agreement, may become payable to the Master Servicer under
this Agreement, the Master Servicer shall be entitled to receive, out of any
amount received on account of a Mortgage Loan or related REO Property, that
portion of such payments which it would have received as reimbursement under
this Agreement if notice of termination had not been given. The termination of
the rights and obligations of the Master Servicer shall not affect any
obligations incurred by the Master Servicer prior to such termination.

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





                                      -94-

<PAGE>



     Section 8.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) Upon the receipt
by the Master Servicer of a notice of termination pursuant to Section 8.01 or an
Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the
Master Servicer is legally unable to act or to delegate its duties to a Person
which is legally able to act, the Trustee shall automatically become the
successor in all respects to the Master Servicer in its capacity under this
Agreement and the transactions set forth or provided for herein and shall
thereafter be subject to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Master Servicer by the
terms and provisions hereof; provided, however, that [AN AFFILIATE OF THE
DEPOSITOR] shall have the right to either (a) immediately assume the duties of
the Master Servicer or (b) select a successor Master Servicer; provided further,
however, that the Trustee shall have no obligation whatsoever with respect to
any liability (other than advances deemed recoverable and not previously made)
incurred by the Master Servicer at or prior to the time of termination. As
compensation therefor, but subject to Section 7.06, the Trustee shall be
entitled to compensation which the Master Servicer would have been entitled to
retain if the Master Servicer had continued to act hereunder, except for those
amounts due the Master Servicer as reimbursement permitted under this Agreement
for advances previously made or expenses previously incurred. Notwithstanding
the above, the Trustee may, if it shall be unwilling so to act, or shall, if it
is legally unable so to act, appoint or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution
which is a Fannie Mae- or Freddie Mac-approved servicer, and with respect to a
successor to the Master Servicer only, having a net worth of not less than
$10,000,000, as the successor to the Master Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, that the Trustee shall obtain a letter from each
Rating Agency that the ratings, if any, on each of the Certificates will not be
lowered as a result of the selection of the successor to the Master Servicer.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and
such successor shall agree; provided, however, that the provisions of Section
7.06 shall apply, the compensation shall not be in excess of that which the
Master Servicer would have been entitled to if the Master Servicer had continued
to act hereunder, and that such successor shall undertake and assume the
obligations of the Trustee to pay compensation to any third Person acting as an
agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.

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



                                      -95-

<PAGE>



     Section 8.03 NOTIFICATION TO CERTIFICATEHOLDERS. Upon any termination or
appointment of a successor to the Master Servicer, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register and to the Rating Agencies.

     Section 8.04 WAIVER OF DEFAULTS. The Trustee shall transmit by mail to all
Certificateholders, within 60 days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Trustee, unless such Event of
Default shall have been cured, notice of each such Event of Default. The Holders
of Certificates evidencing Fractional Undivided Interests aggregating not less
than 51% of the Trust Fund may, on behalf of all Certificateholders, waive any
default by the Master Servicer in the performance of its obligations hereunder
and the consequences thereof, except a default in the making of or the causing
to be made any required distribution on the Certificates, which default may only
be waived by Holders of Certificates evidencing Fractional Undivided Interests
aggregating 100% of the Trust Fund. Upon any such waiver of a past default, such
default shall be deemed to cease to exist, and any Event of Default arising
therefrom shall be deemed to have been timely remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
The Trustee shall give notice of any such waiver to the Rating Agencies.

     Section 8.05 LIST OF CERTIFICATEHOLDERS. Upon written request of three or
more Certificateholders of record, for purposes of communicating with other
Certificateholders with respect to their rights under this Agreement, the
Trustee will afford such Certificateholders access during business hours to the
most recent list of Certificateholders held by the Trustee.


                                      -96-

<PAGE>



                                   ARTICLE IX
             Concerning the Trustee and the Securities Administrator

     Section 9.01 DUTIES OF TRUSTEE. (a) The Trustee, prior to the occurrence of
an Event of Default and after the curing or waiver of all Events of Default
which may have occurred, and the Securities Administrator each undertake to
perform such duties and only such duties as are specifically set forth in this
Agreement as duties of the Trustee and the Securities Administrator,
respectively. If an Event of Default has occurred and has not been cured or
waived, the Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and subject to Section 8.02(b) use the same degree of care and
skill in their exercise, as a prudent person would exercise under the
circumstances in the conduct of his own affairs.

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

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

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

          (i) Prior to the occurrence of an Event of Default, and after the
     curing or waiver of all such Events of Default which may have occurred, the
     duties and obligations of the Trustee and the Securities Administrator
     shall be determined solely by the express provisions of this Agreement,
     neither the Trustee nor the Securities Administrator shall be liable except
     for the performance of their respective duties and obligations as are
     specifically set forth in this Agreement, no implied covenants or
     obligations shall be read into this Agreement against the Trustee or the
     Securities Administrator and, in the absence of bad faith on the part of
     the Trustee or the Securities Administrator, respectively, the Trustee or
     the Securities Administrator, respectively, may conclusively rely, as to
     the truth of the statements and the correctness of the opinions expressed
     therein, upon any certificates or opinions furnished to the Trustee or the
     Securities Administrator, respectively, and conforming to the requirements
     of this Agreement;

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


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<PAGE>



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

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

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

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

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

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

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



                                      -98-

<PAGE>



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

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

     Section 9.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR. Except as otherwise provided in Section 9.01:

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

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

          (iii) Neither the Trustee nor the Securities Administrator shall be
     under any obligation to exercise any of the trusts or powers vested in it
     by this Agreement, other than its obligation to give notices pursuant to
     this Agreement, or to institute, conduct or defend any litigation hereunder
     or in relation hereto at the request, order or direction of any of the
     Certificateholders pursuant to the provisions of this Agreement, unless
     such Certificateholders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which may
     be incurred therein or thereby. Nothing contained herein shall, however,
     relieve the Trustee of the obligation, upon the occurrence of an Event of
     Default of which a Responsible Officer of the Trustee has actual knowledge
     (which has not been cured or waived), to exercise such of the rights and
     powers vested in it by this Agreement, and to use the same degree of care
     and skill in their exercise, as a prudent person would exercise under the
     circumstances in the conduct of his own affairs;

          (iv) Prior to the occurrence of an Event of Default hereunder and
     after the curing or waiver of all Events of Default which may have
     occurred, neither the Trustee nor the Securities Administrator shall be
     liable in its individual capacity for any action taken, suffered or omitted
     by it in good faith and believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this Agreement;

          (v) Neither the Trustee nor the Securities Administrator shall be
     bound to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order, approval, bond or other paper or


                                      -99-

<PAGE>



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

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

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

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

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

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



                                      -100-

<PAGE>



     Section 9.03 TRUSTEE AND SECURITIES ADMINISTRATOR NOT LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS. The recitals contained herein and in the
Certificates (other than the signature and countersignature of the Trustee on
the Certificates) shall be taken as the statements of the Depositor, and neither
the Trustee nor the Securities Administrator shall have any responsibility for
their correctness. Neither the Trustee nor the Securities Administrator makes
any representation as to the validity or sufficiency of the Certificates (other
than the signature and countersignature of the Trustee on the Certificates) or
of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05
hereof; provided, however, that the foregoing shall not relieve the Trustee of
the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04.
The Trustee's signature and countersignature (or countersignature of its agent)
on the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
Neither the Trustee or the Securities Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor with respect to the Mortgage Loans. Subject to the provisions
of Section 2.05, neither the Trustee nor the Securities Administrator shall not
be responsible for the legality or validity of this Agreement or any document or
instrument relating to this Agreement, the validity of the execution of this
Agreement or of any supplement hereto or instrument of further assurance, or the
validity, priority, perfection or sufficiency of the security for the
Certificates issued hereunder or intended to be issued hereunder. Neither the
Trustee nor the Securities Administrator shall at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to
generate the payments to be distributed to Certificateholders, under this
Agreement. Neither the Trustee nor the Securities Administrator shall have any
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement.

     Section 9.04 TRUSTEE AND SECURITIES ADMINISTRATOR MAY OWN CERTIFICATES. The
Trustee and the Securities Administrator in its individual capacity or in any
capacity other than as Trustee hereunder may become the owner or pledgee of any
Certificates with the same rights it would have if it were not Trustee or the
Securities Administrator, as applicable, and may otherwise deal with the parties
hereto.

     Section 9.05 TRUSTEE'S AND SECURITIES ADMINISTRATOR'S FEES AND EXPENSES.
The fees and expenses of the Trustee and the Securities Administrator shall be
paid in accordance with a side letter agreement between the Trustee and the
Master Servicer. In addition, the Trustee and the Securities Administrator will
be entitled to recover from the Master Servicer Collection Account pursuant to
Section 4.03(b) all reasonable out-of-pocket expenses, disbursements and
advances and the expenses of the Trustee and the Securities Administrator,
respectively, in connection with any Event of Default, any breach of this
Agreement or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by the Trustee or the Securities
Administrator, respectively, in the administration of the trusts hereunder
(including the reasonable compensation, expenses and disbursements of its
counsel) except any such expense, disbursement or advance as may arise from its
negligence or intentional misconduct or which is the responsibility of the
Certificateholders. If funds in the Master Servicer Collection Account are
insufficient therefor, the


                                      -101-

<PAGE>



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

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

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

     Section 9.08 RESIGNATION AND REMOVAL OF THE TRUSTEE AND SECURITIES
ADMINISTRATOR. (a) The Trustee and the Securities Administrator may at any time
resign and be discharged from the Trust hereby created by giving written notice
thereof to the Depositor and the Master Servicer, with a copy to the Rating
Agencies. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor Trustee or successor Securities Administrator, as
applicable, by written instrument, in triplicate, one copy of which instrument
shall be delivered to each of the resigning Trustee or Securities Administrator,
as applicable, the successor Trustee or Securities Administrator, as applicable.
If no successor Trustee or Securities Administrator shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Securities Administrator may petition any
court of competent jurisdiction for the appointment of a successor Trustee or
Securities Administrator.



                                      -102-

<PAGE>



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

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

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

     Section 9.09 SUCCESSOR TRUSTEE AND SUCCESSOR SECURITIES ADMINISTRATOR. (a)
Any successor Trustee or Securities Administrator appointed as provided in
Section 9.08 shall execute, acknowledge and deliver to the Depositor and to its
predecessor Trustee or Securities Administrator an instrument accepting such
appointment hereunder. The resignation or removal of the predecessor Trustee or
Securities Administrator shall then become effective and such successor Trustee
or Securities Administrator, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee or
Securities Administrator herein. The predecessor Trustee or Securities
Administrator shall after payment of its outstanding fees and expenses promptly
deliver to the successor Trustee or Securities Administrator, as applicable, all
assets and records of the Trust held by it hereunder, and the Depositor and the
predecessor Trustee or Securities Administrator, as applicable, shall execute
and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
Trustee or Securities Administrator, as applicable, all such rights, powers,
duties and obligations.



                                      -103-

<PAGE>



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

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

     Section 9.10 MERGER OR CONSOLIDATION OF TRUSTEE OR SECURITIES
ADMINISTRATOR. Any state bank or trust company or national banking association
into which the Trustee or the Securities Administrator may be merged or
converted or with which it may be consolidated or any state bank or trust
company or national banking association resulting from any merger, conversion or
consolidation to which the Trustee or the Securities Administrator,
respectively, shall be a party, or any state bank or trust company or national
banking association succeeding to all or substantially all of the corporate
trust business of the Trustee or the Securities Administrator, respectively,
shall be the successor of the Trustee or the Securities Administrator,
respectively, hereunder, provided such state bank or trust company or national
banking association shall be eligible under the provisions of Section 9.06. Such
succession shall be valid without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

     Section 9.11 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust or property constituting the same may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee and the Depositor to act as cotrustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity, such title to
the Trust, or any part thereof, and, subject to the other provisions of this
Section 9.11, such powers, duties, obligations, rights and trusts as the
Depositor and the Trustee may consider necessary or desirable.

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

     (c) No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor Trustee under Section 9.06 hereunder and
no notice to Certificateholders of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 9.08 hereof.

     (d) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.11, all rights, powers, duties and obligations
conferred or imposed upon the Trustee and required to be conferred on such
co-trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent
that


                                      -104-

<PAGE>



under any law of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

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

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

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

     Section 9.12 FEDERAL INFORMATION RETURNS AND REPORTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION. (a) For federal income tax purposes, the taxable year of
each REMIC shall be a calendar year and the Securities Administrator shall
maintain or cause the maintenance of the books of each such REMIC on the accrual
method of accounting.

     (b) The Securities Administrator shall prepare and file or cause to be
filed with the Internal Revenue Service, and the Trustee shall sign, Federal tax
information returns or elections required to be made hereunder with respect to
each REMIC, the Trust Fund, if applicable, and the Certificates containing such
information and at the times and in the manner as may be required by the Code or
applicable Treasury regulations, and shall furnish to each Holder of
Certificates at any time during the calendar year for which such returns or
reports are made such statements or information at the times and in the manner
as may be required thereby, including, without limitation, reports relating to
interest, original issue discount and market discount or premium (using a
constant prepayment assumption of [25%] CPR). The Securities Administrator will
apply for an Employee Identification Number from the IRS under Form SS-4 or any
other acceptable method for all tax entities. In connection with the foregoing,
the Securities Administrator shall timely prepare and file, and the Trustee
shall sign, IRS Form 8811, which shall provide the name and address of the
person who can be contacted to obtain information required to be reported to the
holders of regular interests


                                      -105-

<PAGE>



in each REMIC (the "REMIC Reporting Agent"). The Trustee shall make elections to
treat each REMIC as a REMIC (which elections shall apply to the taxable period
ending December 31, 2003 and each calendar year thereafter) in such manner as
the Code or applicable Treasury regulations may prescribe, and as described by
the Securities Administrator. The Trustee shall sign all tax information returns
filed pursuant to this Section and any other returns as may be required by the
Code. The Holder of the Class R-I Certificate is hereby designated as the "Tax
Matters Person" (within the meaning of Treas. Reg. ss.ss.1.860F-4(d)) for REMIC
I, the Holder of the Class R-II Certificate is hereby designated as the "Tax
Matters Person" for REMIC II and the Holder of the Class R-III Certificate is
hereby designated as the "Tax Matters Person" for REMIC III. The Securities
Administrator is hereby designated and appointed as the agent of each such Tax
Matters Person. Any Holder of a Residual Certificate will by acceptance thereof
appoint the Securities Administrator as agent and attorney-in-fact for the
purpose of acting as Tax Matters Person for each REMIC during such time as the
Securities Administrator does not own any such Residual Certificate. In the
event that the Code or applicable Treasury regulations prohibit the Trustee from
signing tax or information returns or other statements, or the Securities
Administrator from acting as agent for the Tax Matters Person, the Trustee and
the Securities Administrator shall take whatever action that in its sole good
faith judgment is necessary for the proper filing of such information returns or
for the provision of a tax matters person, including designation of the Holder
of a Residual Certificate to sign such returns or act as tax matters person.
Each Holder of a Residual Certificate shall be bound by this Section.

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

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

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

     (f) The Trustee and the Securities Administrator agree to indemnify the
Trust Fund and the Depositor for any taxes and costs including, without
limitation, any reasonable attorneys fees


                                      -106-

<PAGE>



imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer,
as a result of a breach of the Trustee's covenants and the Securities
Administrator's covenants, respectively, set forth in this Section 9.12;
provided, however, such liability and obligation to indemnify in this paragraph
shall not be joint and several and neither the Trustee nor the Securities
Administrator shall be liable or be obligated to indemnify the Trust Fund for
the failure by the other to perform any duty under this Agreement or the breach
by the other of any covenant in this Agreement.


                                      -107-

<PAGE>



                                    ARTICLE X
                                   Termination

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

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

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

          (ii) the later of the making of the final payment or other
     liquidation, or any advance with respect thereto, of the last Mortgage Loan
     remaining in the Trust Fund or the disposition of all property acquired
     with respect to any Mortgage Loan; provided, however, that in the event
     that an advance has been made, but not yet recovered, at the time of such
     termination, the Person having made such advance shall be entitled to
     receive, notwithstanding such termination, any payments received subsequent
     thereto with respect to which such advance was made; or

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

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



                                      -108-

<PAGE>



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

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

     (e) If the option of the Depositor to repurchase or cause the repurchase of
all the assets in the Trust Fund as described Subsection 10.01(a)(i) above is
exercised, the Depositor and/or its designee shall deliver to the Trustee for
deposit in the Distribution Account, by the Business Day prior to the applicable
Distribution Date, an amount equal to the Termination Purchase Price. Upon
presentation and surrender of the Certificates by the Certificateholders, the
Trustee shall distribute to the Certificateholders as directed by the Securities
Administrator in writing an amount determined as follows: with respect to each
Certificate (other than the Class R Certificates), the outstanding Current
Principal Amount, plus with respect to each Certificate (other than the Class R
Certificates), one month's interest thereon at the applicable Pass-Through Rate;
and with respect to the Class R Certificates, the percentage interest evidenced
thereby multiplied by the difference, if any, between the above described
repurchase price and the aggregate amount to be distributed to the Holders of
the Certificates (other than the Class R Certificates).If the proceeds with
respect to the Group 1 Mortgage Loans are not sufficient to pay all of the Group
1 Senior Certificates in full, any such deficiency will be allocated first, to
the Subordinate Certificates, in inverse order of their numerical designation
and then to the Group 1 Senior Certificates on a pro rata basis. If the proceeds
with respect to the Group 2 Mortgage Loans are not sufficient to pay all of the
Group 2 Senior Certificates in full, any such deficiency will be allocated
first, to the Subordinate Certificates, in inverse order of their numerical
designation and then to the Group 2 Senior Certificates on a pro rata basis. If
the proceeds with respect to the Group 3 Mortgage Loans are not sufficient to
pay all of the Group 3 Senior Certificates in full, any such deficiency will be
allocated first, to the Subordinate Certificates, in inverse order of their
numerical designation and then to the Group 3 Senior Certificates on a pro rata
basis. If the proceeds with respect to the Group 4 Mortgage Loans are not
sufficient to pay all of the Group 4 Senior Certificates in full, any such
deficiency will be allocated first, to the Subordinate Certificates, in inverse
order of their numerical designation and then to the Group 4 Senior Certificates
on a pro rata basis. Upon deposit of the required repurchase price and following


                                      -109-

<PAGE>



such final Distribution Date, the Trustee shall release promptly to the
Depositor and/or its designee the Mortgage Files for the remaining applicable
Mortgage Loans, and the Accounts with respect thereto shall terminate, subject
to the Trustee's obligation to hold any amounts payable to Certificateholders in
trust without interest pending final distributions pursuant to Subsection
10.01(g). Any other amounts remaining in the Accounts will belong to the
Depositor. Upon deposit of the required repurchase price and following such
final Distribution Date, the Trustee shall release promptly to the Depositor
and/or its designee, as the case may be, the Mortgage Files for the remaining
Mortgage Loans, and the Accounts with respect thereto shall terminate, subject
to the Trustee's obligation to hold any amounts payable to Certificateholders in
trust without interest pending final distributions pursuant to Subsection
10.01(g).

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

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

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

          (i) within 90 days prior to the final Distribution Date, at the
     written direction of the Depositor, the Trustee, as agent for the
     respective Tax Matters Persons, shall adopt a plan of complete liquidation
     of each REMIC in the case of a termination under Subsection


                                      -110-

<PAGE>



     10.01(a)(i), provided to it by the Depositor meeting the requirements of a
     "qualified liquidation" under Section 860F of the Code and any regulations
     thereunder.

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

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

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



                                      -111-

<PAGE>



                                   ARTICLE XI
                            Miscellaneous Provisions

     Section 11.01 INTENT OF PARTIES. The parties intend that each of REMIC I,
REMIC II and REMIC III shall be treated as a REMIC for federal income tax
purposes and that the provisions of this Agreement should be construed in
furtherance of this intent.

     Section 11.02 AMENDMENT. (a) This Agreement may be amended from time to
time by the Mortgage Loan Depositor, the Depositor, the Master Servicer, the
Securities Administrator and the Trustee, and the Servicing Agreements may be
amended from time to time by the Mortgage Loan Depositor, the Master Servicer
and the Trustee, without notice to or the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be defective or inconsistent with any
other provisions herein or therein, to comply with any changes in the Code or to
make any other provisions with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided, however, that such action shall not, as evidenced by an
Opinion of Independent Counsel, addressed to the Trustee, adversely affect in
any material respect the interests of any Certificateholder.

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

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

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


                                      -112-

<PAGE>



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

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

     Section 11.03 RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere. The Depositor
shall effect such recordation, at the expense of the Trust upon the request in
writing of a Certificateholder, but only if such direction is accompanied by an
Opinion of Counsel (provided at the expense of the Certificateholder requesting
recordation) to the effect that such recordation would materially and
beneficially affect the interests of the Certificateholders or is required by
law.

     Section 11.04 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (a) The death or
incapacity of any Certificateholder shall not terminate this Agreement or the
Trust, nor entitle such Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a
partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

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

     (c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon, under or with respect to this Agreement against the Depositor, the
Securities Administrator, the Master Servicer or any successor to any such
parties unless (i) such Certificateholder previously shall have given to the
Trustee a written notice of a continuing default, as herein provided, (ii) the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the Trust Fund shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs and expenses and liabilities to be incurred
therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding.

     (d) No one or more Certificateholders shall have any right by virtue of any
provision of this Agreement to affect the rights of any other Certificateholders
or to obtain or seek to obtain


                                      -113-

<PAGE>



priority or preference over any other such Certificateholder, or to enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.04, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

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

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

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

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

     (e) In determining whether the Holders of the requisite percentage of
Certificates evidencing Fractional Undivided Interests have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by the Trustee, the Securities Administrator, the Depositor,
the Master Servicer or any Affiliate thereof shall be disregarded, except as
otherwise provided in Section 11.02(b) and except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Certificates which have been pledged in good faith to the Trustee,
the Securities


                                      -114-

<PAGE>



Administrator, the Depositor, the Master Servicer or any Affiliate thereof may
be regarded as outstanding if the pledgor establishes to the satisfaction of the
Trustee the pledgor's right to act with respect to such Certificates and that
the pledgor is not an Affiliate of the Trustee, the Securities Administrator,
the Depositor, or the Master Servicer, as the case may be.

     Section 11.06 GOVERNING LAW. THIS AGREEMENT AND THE CERTIFICATES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION 5- 1401 OF THE GENERAL
OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE CHOICE OF
SUCH LAW AS THE GOVERNING LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

     Section 11.07 NOTICES. All demands and notices hereunder shall be in
writing and shall be deemed given when delivered at (including delivery by
facsimile) or mailed by registered mail, return receipt requested, postage
prepaid, or by recognized overnight courier, to (i) in the case of the
Depositor, 383 Madison Avenue, New York, New York 10179, Attention: Secretary,
telecopier number: (212) 272-5591, or to such other address as may hereafter be
furnished to the other parties hereto in writing; (ii) in the case of the
Trustee, at its Corporate Trust Office, or such other address as may hereafter
be furnished to the other parties hereto in writing; (iii) in the case of the
Mortgage Loan Seller, _________________________________, or to such other
address as may hereafter be furnished to the other parties hereto in writing;
(iv) in the case of the Master Servicer or Securities Administrator,
_______________________________, or such other address as may hereafter be
furnished to the other parties hereto in writing; or (v) in the case of the
Rating Agencies, ________________________________ and
____________________________. Any notice delivered to the Depositor, the Master
Servicer, the Securities Administrator or the Trustee under this Agreement shall
be effective only upon receipt. Any notice required or permitted to be mailed to
a Certificateholder, unless otherwise provided herein, shall be given by
first-class mail, postage prepaid, at the address of such Certificateholder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given when mailed, whether or not the Certificateholder receives such notice.

     Section 11.08 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severed from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.

     Section 11.09 SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto.



                                      -115-

<PAGE>



     Section 11.10 ARTICLE AND SECTION HEADINGS. The article and section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

     Section 11.11 COUNTERPARTS. This Agreement may be executed in two or more
counterparts each of which when so executed and delivered shall be an original
but all of which together shall constitute one and the same instrument.

     Section 11.12 NOTICE TO RATING AGENCIES. The article and section headings
herein are for convenience of reference only, and shall not limited or otherwise
affect the meaning hereof. The Trustee shall promptly provide notice to each
Rating Agency with respect to each of the following of which a Responsible
Officer of the Trustee has actual knowledge:

     1. Any material change or amendment to this Agreement or the Servicing
Agreements;

     2. The occurrence of any Event of Default that has not been cured;

     3. The resignation or termination of the Master Servicer, the Trustee or
the Securities Administrator;

     4. The repurchase or substitution of Mortgage Loans;

     5. The final payment to Certificateholders; and

     6. Any change in the location of the Master Servicer Collection Account or
the Distribution Account.




                                      -116-

<PAGE>



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

                                        STRUCTURED ASSET MORTGAGE
                                        INVESTMENTS II INC., as Depositor


                                        By:____________________________________
                                        Name:
                                        Title:


                                        [NAME OF TRUSTEE], as Trustee


                                        By:____________________________________
                                        Name:
                                        Title:


                                        [NAME OF MASTER SERVICER], as
                                        Master Servicer


                                        By:____________________________________
                                        Name:
                                        Title:


                                        [NAME OF SECURITIES
                                        ADMINISTRATOR, as Securities
                                        Administrator


                                        By:____________________________________
                                        Name:
                                        Title:


                                        [NAME OF MORTGAGE LOAN SELLER]


                                        By:____________________________________
                                        Name:
                                        Title:





<PAGE>



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

     On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
________________of Structured Asset Mortgage Investments II Inc., the
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                        _______________________________________
                                        Notary Public

[Notarial Seal]




<PAGE>



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

     On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                        _______________________________________
                                        Notary Public

[Notarial Seal]




<PAGE>



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


     On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                        _______________________________________
                                        Notary Public

[Notarial Seal]



<PAGE>



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


     On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                        _______________________________________
                                        Notary Public

[Notarial Seal]



<PAGE>



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


     On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                        _______________________________________
                                        Notary Public

[Notarial Seal]



<PAGE>


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

     On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                        _______________________________________
                                        Notary Public

[Notarial Seal]



<PAGE>


                                                                     EXHIBIT A-1

                        FORM OF CLASS [_-A-_] CERTIFICATE

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

          THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON [AND REALIZED LOSSES ALLOCABLE HERETO].
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


                                      A-1-1

<PAGE>


<TABLE>
<CAPTION>


<S>                                                       <C>
Certificate No.1                                          Variable Pass-Through Rate

Class [_-A-_] Senior

Date of Pooling and Servicing Agreement and               Aggregate Initial Current [Principal] [Notional]
Cut-off Date:                                             Amount of this Senior Certificate as of the
_______ 1, 200_                                           Cut-off Date:
                                                          $[_____________]

First Distribution Date:                                  Initial Current [Principal][Notional] Amount of
_________ __, 200_                                        this Senior Certificate as of the Cut-off Date:
                                                          $[_____________]

                                                           USIP: [____________]
Master Servicer:                                          C

Assumed Final Distribution Date:
________ __, 20__
</TABLE>

                           [SERIES DESIGNATION] 200_-_
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 200_-_

     evidencing a fractional undivided interest in the distributions allocable
     to the Class [_- A-_] Certificates with respect to a Trust Fund consisting
     primarily of a pool of adjustable rate mortgage loans secured by first
     liens on one-to-four family residential properties and individual
     condominium units and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments II Inc., the Master Servicer or the Trustee referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.

          This certifies that [NAME OF HOLDER] is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") primarily consisting of adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by Structured Asset Mortgage Investments II Inc. ("SAMI
II"). The Mortgage Loans were sold by [NAME OF MORTGAGE LOAN SELLER] to SAMI II.
[NAME OF MASTER


                                      A-1-2

<PAGE>



SERVICER] will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among SAMI, as depositor (the "Depositor"), [NAME OF MASTER
SERVICER], as master servicer and securities administrator, [NAME OF MORTGAGE
LOAN SELLER] and [NAME OF TRUSTEE], as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
[Current Principal][Notional] Amount hereof at a per annum rate equal to the
Pass-Through Rate set forth above and as further described in the Agreement. The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the calendar month
preceding the month of such Distribution Date, an amount equal to the product of
the Fractional Undivided Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month immediately following
the month of the latest scheduled maturity date of any Mortgage Loan and is not
likely to be the date on which the [Current Principal][Notional] Amount of this
Class of Certificates will be reduced to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The Initial
[Current Principal][Notional] Amount of this Certificate is set forth above.
[The Current Principal Amount hereof will be reduced to the extent of
distributions allocable to principal hereon [and any Realized Losses allocable
hereto.]]

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in [ ]
Classes. The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.



                                      A-1-3

<PAGE>



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

          The Agreement permits, with certain exceptions therein provided: (i)
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Mortgage Loan
Seller, the Depositor, the Master Servicer, the Securities Administrator and the
Trustee, and (ii) the amendment of the Servicing Agreements by the Master
Servicer and the Trustee with the consent of the Holders of Certificates,
evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the


                                      A-1-4

<PAGE>



Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate unpaid principal balance of the Mortgage Loans is less than the
percentage of the aggregate Outstanding Principal Balance specified in the
Agreement of the Mortgage Loans at the Cut-off Date. The exercise of such right
will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21
years after the death of certain persons identified in the Agreement.

          Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.



                                      A-1-5

<PAGE>



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

Dated: _______ __, 200_             [NAME OF TRUSTEE]
                                    Not in its individual capacity but solely as
                                    Trustee


                                    By:_______________________________________
                                             Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class [_-A-_] Certificates referred to in the
within-mentioned Agreement.

                                    [NAME OF TRUSTEE]
                                    Authorized signatory of [NAME OF
                                    TRUSTEE], not in its individual capacity but
                                    solely as Trustee

                                    By:_______________________________________
                                             Authorized Signatory



                                      A-1-6

<PAGE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Fractional Undivided
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

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

Dated:                             ____________________________________________
                                         Signature by or on behalf of assignor


                                   ____________________________________________
                                         Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

          This information is provided by __________________, the assignee named
above, or ________________________, as its agent.




                                      A-1-7

<PAGE>




                                                                     EXHIBIT A-2

                         FORM OF CLASS [B-_] CERTIFICATE

          THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [AND THE CLASS B-_ CERTIFICATES] , AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).

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

          THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN

          [FOR CLASS B-1, CLASS B-2 AND CLASS B-3] [EACH BENEFICIAL OWNER OF
THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY
VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN,
THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED ("PLAN"), OR INVESTING WITH ASSETS OF
A PLAN OR (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON
PROHIBITED TRANSACTION EXEMPTION 90-30, AS AMENDED FROM TIME TO TIME
("EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE
AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED, AT
THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD &
POOR'S, FITCH, INC. OR MOODY'S


                                      A-2-1

<PAGE>



INVESTORS SERVICE, INC., AND THE CERTIFICATE IS SO RATED OR (III) (1) IT IS AN
INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT", AS
SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60,
AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.]

     [FOR CLASS B-4, CLASS B-5 AND CLASS B-6][THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,
WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR"
WITHIN THE MEANING THEREOF IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
ANY OTHER APPLICABLE JURISDICTION.]

     [FOR CLASS B-4, CLASS B-5 AND CLASS B-6] [THIS CERTIFICATE MAY NOT BE
ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR
REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE
SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT
RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60
OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY


                                      A-2-2

<PAGE>



ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED
REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR
UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.]



                                      A-2-3

<PAGE>



<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1                                          Variable Pass-Through Rate

Class [B-_] Subordinate

Date of Pooling and Servicing Agreement and               Aggregate Initial Current Principal Amount of
Cut-off Date: ______ 1, 200_                              this Subordinate Certificate as of the Cut-off
                                                          Date: $[_________]

First Distribution Date:                                  Initial Current Principal Amount of this
_______ __, 200_                                          Subordinate Certificate as of the Cut-off Date:
                                                          $[_________]

                                                           USIP: [____________]
Master Servicer:                                          C

Assumed Final Distribution Date:
________ __, 20__
</TABLE>

                           [SERIES DESIGNATION] 200_-_
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 200_-_

     evidencing a fractional undivided interest in the distributions allocable
     to the Class [B-_] Certificates with respect to a Trust Fund consisting
     primarily of a pool of adjustable rate mortgage loans secured by first
     liens on one-to-four family residential properties and individual
     condominium units sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments II Inc., the Master Servicer or the Trustee referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.

          This certifies that [NAME OF HOLDER] is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") primarily consisting of adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by Structured Asset Mortgage Investments II Inc. ("SAMI
II"). The Mortgage Loans were sold by [MORTGAGE LOAN SELLER] to SAMI II. [NAME
OF MASTER SERVICER] will act as master servicer of the Mortgage Loans (the
"Master Servicer," which term includes any


                                      A-2-4

<PAGE>



successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among SAMI II, as depositor (the
"Depositor"), [NAME OF MASTER SERVICER], as master servicer and securities
administrator, [MORTGAGE LOAN SELLER] and [NAME OF TRUSTEE], as trustee (the
"Trustee") , a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

                  Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Current Principal Amount hereof at a per annum rate equal to the
Pass-Through Rate set forth above and as further described in the Agreement. The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the calendar month
preceding the month of such Distribution Date, an amount equal to the product of
the Fractional Undivided Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month immediately following
the month of the latest scheduled maturity date of any Mortgage Loan and is not
likely to be the date on which the Current Principal Amount of this Class of
Certificates will be reduced to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The Initial
Current Principal Amount of this Certificate is set forth above. The Current
Principal Amount hereof will be reduced to the extent of distributions allocable
to principal hereon and any Realized Losses allocable hereto.

     [For Class B-4, Class B-5 and Class B-6] [No transfer of this Class [B-_]
Certificate will be made unless such transfer is (i) exempt from the
registration requirements of the Securities act of 1933, as amended, and any
applicable state securities laws or is made in accordance with said Act and laws
and (ii) made in accordance with Section 5.02 of the Agreement. In the event
that such transfer is to be made the Trustee shall register such transfer if,
(i) made to a transferee who has provided the Trustee with evidence as to its
QIB status; or (ii) (A) the transferor has advised the Trustee in writing that
the Certificate is being transferred to an Institutional Accredited Investor and
(B) prior to such transfer the transferee furnishes to the Trustee an Investment
Letter; provided that if based upon an Opinion of Counsel to the effect that (A)
and (B) above are met sufficient to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable laws.]


                                      A-2-5

<PAGE>



     [For Class B-4, Class B-5 and Class B-6] [This Certificate may not be
acquired directly or indirectly by, or on behalf of, an employee benefit plan or
other retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended, unless the transferee certifies or
represents that the proposed transfer and holding of a Certificate and the
servicing, management and operation of the trust and its assets: (i) will not
result in any prohibited transaction which is not covered under an individual or
class prohibited transaction exemption, including, but not limited to,
Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60
or PTE 96-23 and (ii) will not give rise to any additional obligations on the
part of the Depositor, the Securities Administrator, the Master Servicer or the
Trustee, which will be deemed represented by an owner of a Book-Entry
Certificate or a Global Certificate or unless the opinion specified in section
5.07 of the Agreement is provided.]

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in [ ]
Classes. The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

          [For Class B-4, Class B-5 and Class B-6] [Each beneficial owner of
this Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended or section 4975 of the
Internal Revenue Code of 1986, as amended ("Plan"), or investing with assets of
a Plan or (ii) it has acquired and is holding such certificate in reliance on
Prohibited Transaction Exemption 90-30, as amended from time to time
("Exemption"), and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated, at
the time of purchase, not lower than "BBB-" (or its equivalent) by Standard &
Poor's, Fitch, Inc. or Moody's Investors Service, Inc., and the certificate is
so rated or (iii) (1) it is an insurance company, (2) the source of funds used
to acquire or hold the certificate or interest therein is an "insurance company
general account", as such term is defined in Prohibited Transaction Class
Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE
95-60 have been satisfied.]

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

          The Agreement permits, with certain exceptions therein provided; (i)
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Mortgage Loan
Seller, the Depositor, the Master Servicer, the Securities Administrator and the
Trustee, and (ii) the amendment of the Servicing Agreements by the Master
Servicer and the Trustee


                                      A-2-6

<PAGE>



with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the
Fractional Undivided Interests thereof). Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof and of the
Servicing Agreements in certain limited circumstances, without the consent of
the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.



                                      A-2-7

<PAGE>



          Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.




                                      A-2-8

<PAGE>




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

Dated: _______ __, 200_             [NAME OF TRUSTEE]
                                    Not in its individual capacity but solely as
                                    Trustee


                                    By:_______________________________________
                                             Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class [B-_] Certificates referred to in the
within-mentioned Agreement.

                                    [NAME OF TRUSTEE]
                                    Authorized signatory of [NAME OF
                                    TRUSTEE], not in its individual capacity but
                                    solely as Trustee

                                    By:_______________________________________
                                             Authorized Signatory



                                      A-2-9

<PAGE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Fractional Undivided
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

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

Dated:                             ____________________________________________
                                         Signature by or on behalf of assignor


                                   ____________________________________________
                                         Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to ______________________________________________.

          This information is provided by __________________, the assignee named
above, or ________________________, as its agent.




                                     A-2-10

<PAGE>



                                                                     EXHIBIT A-3

                         FORM OF CLASS R-[_] CERTIFICATE

          THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON, A PUBLICLY TRADED PARTNERSHIP OR A DISQUALIFIED ORGANIZATION (AS
DEFINED BELOW).

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

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

          ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION


                                      A-3-1

<PAGE>



OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE.




                                      A-3-2

<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1

Class R-[_]

Date of Pooling and Servicing Agreement and               Aggregate Initial Current Principal Amount of
Cut-off Date: _____ 1, 200_                               this Certificate as of the Cut-off Date:
                                                          $___________

First Distribution Date:                                  Initial Current Principal Amount of this
______ __, 200_                                           Certificate as of the Cut-off Date: $_________

                                                          CUSIP: [_____________]
Master Servicer:

Assumed Final Distribution Date:
______ __, 20__
</TABLE>

                           [SERIES DESIGNATION] 200_-_
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 200_-_

     evidencing a fractional undivided interest in the distributions allocable
     to the Class R- [_] Certificates with respect to a Trust Fund consisting
     primarily of a pool of adjustable rate mortgage loans secured by first
     liens on one-to-four family residential properties and individual
     condominium units sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments II Inc., the Master Servicer or the Trustee referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.

          This certifies that __________________ is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") primarily consisting of adjustable rate mortgages loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by Structured Asset Mortgage Investments II Inc. ("SAMI
II"). The Mortgage Loans were sold by [NAME OF MORTGAGE LOAN SELLER] to SAMI II.
[NAME OF MASTER SERVICER] will act as master servicer of the Mortgage Loans (the
"Master Servicer," which term includes any successors thereto under the
Agreement referred to below). The Trust Fund was created


                                      A-3-3

<PAGE>



pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement'), among SAMI II, as depositor (the
"Depositor"), [NAME OF MASTER SERVICER], as master servicer and securities
administrator, [NAME OF MORTGAGE LOAN SELLER] and [NAME OF TRUSTEE], as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

          The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the calendar month
preceding the month of such Distribution Date, an amount equal to the product of
the Fractional Undivided Interest evidenced by this Certificate and the amount
(of principal, if any) required to be distributed to the Holders of Certificates
of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month immediately following the month of the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Current Principal Amount of this Class of Certificates will be reduced
to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice. The Initial Current Principal Amount of
this Certificate is set forth above. The Current Principal Amount hereof will be
reduced to the extent of distributions allocable to principal hereon and any
Realized Losses allocable hereto.

          Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor will have the right, in
its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Company, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.

          This certificate may not be acquired directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement which is
subject to title I of the Employee


                                      A-3-4

<PAGE>



Retirement Income Security Act of 1974, as amended, and/or section 4975 of the
Internal Revenue Code of 1986, as amended, unless the proposed transferee
provides the Trustee, with an opinion of counsel addressed to the Trustee, the
Master Servicer and the Securities Administrator, upon which each such party may
rely, (which shall not be at the expense of the Trustee, Master Servicer or the
Securities Administrator) which is acceptable to such entities, that the
purchase of this certificate will not result in or constitute a nonexempt
prohibited transaction, is permissible under applicable law and will not give
rise to any additional fiduciary obligations on the part of the Depositor, the
Master Servicer, the Securities Administrator or the Trustee.

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in [ ]
Classes. The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

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

          The Agreement permits, with certain exceptions therein provided; (i)
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Mortgage Loan
Seller, the Depositor, the Master Servicer, the Securities Administrator and the
Trustee, and (ii) the amendment of the Servicing Agreements by the Master
Servicer and the Trustee with the consent of the Holders of Certificates,
evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.



                                      A-3-5

<PAGE>



          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

          Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.



                                      A-3-6

<PAGE>



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

Dated: _______ __, 200_             [NAME OF TRUSTEE]
                                    Not in its individual capacity but solely as
                                    Trustee


                                    By:_______________________________________
                                             Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class [R-_] Certificates referred to in the
within-mentioned Agreement.

                                    [NAME OF TRUSTEE]
                                    Authorized signatory of [NAME OF
                                    TRUSTEE], not in its individual capacity but
                                    solely as Trustee

                                    By:_______________________________________
                                             Authorized Signatory



                                      A-3-7

<PAGE>


                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Fractional Undivided
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

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

Dated:                             ____________________________________________
                                         Signature by or on behalf of assignor


                                   ____________________________________________
                                         Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

          This information is provided by __________________, the assignee named
above, or ________________________, as its agent.



                                      A-3-8

<PAGE>





                                                                       EXHIBIT B
                             MORTGAGE LOAN SCHEDULE

          The Preliminary and Final Mortgage Loan Schedules shall set forth the
following information with respect to each Mortgage Loan:

(a)  the loan number;

(b)  the Mortgagor's name;

(c)  the street address (including city, state and zip code) of the Mortgaged
     Property;

(d)  the property type;

(e)  the Mortgage Rate;

(f)  the Servicing Rate;

(g)  the Net Rate;

(h)  the original term;

(i)  the maturity date;

(j)  the stated remaining term to maturity;

(k)  the original principal balance;

(1)  the first payment date;

(m)  the principal and interest payment in effect as of the Cut-off Date;

(n)  the unpaid principal balance as of the Cut-off Date;

(o)  the Loan-to-Value Ratio at origination;

(p)  paid-through date;

(q)  the insurer of any Primary Mortgage Insurance Policy;

(r)  the Gross Margin, if applicable;

(s)  the Maximum Lifetime Mortgage Rate, if applicable;



                                       B-1

<PAGE>



(t)  the Minimum Lifetime Mortgage Rate, if applicable;

(u)  the Periodic Rate Cap, if applicable;

(v)  the number of days delinquent, if any;

(w)  which Mortgage Loans adjust after an initial fixed-rate period of five,
     seven or ten years;

(x)  The Loan Group; and

(y)  The Prepayment Charge Loans.

Such schedule also shall set forth for all of the Mortgage Loans, the total
number of Mortgage Loans, the total of each of the amounts described under (k)
and (n) above, the weighted average by principal balance as of the Cut-off Date
of each of the rates described under (e), (f) and (g) above, and the weighted
average remaining term to maturity by unpaid principal balance as of the Cut-off
Date.





                                       B-2

<PAGE>



                                                                       EXHIBIT C

                                   [RESERVED]



                                       C-1

<PAGE>



                                                                       EXHIBIT D

                        REQUEST FOR RELEASE OF DOCUMENTS

To:  [TRUSTEE'S ADDRESS]

RE:  Pooling and Servicing Agreement dated as of
     _____ 1, 200_, among Structured Asset Mortgage Investments II Inc.
     [NAME OF MASTER SERVICER, as master servicer
     and securities administrator,
     [NAME OF MORTGAGE LOAN SELLER and
     [NAME OF TRUSTEE] as Trustee

     In connection with the administration of the Mortgage Loans held by you
pursuant to the above-captioned Pooling and Servicing Agreement, we request the
release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage
Loan described below, for the reason indicated.

Mortgage Loan Number:
---------------------

Mortgagor Name, Address & Zip Code:R
------------------------------------

Reason for Requesting Documents (check one):
--------------------------------------------

_____    1.  Mortgage Paid in Full and proceeds have been deposited into the
             Custodial Account

_____    2.  Foreclosure

_____    3.  Substitution

_____    4.  Other Liquidation

_____    5.  Nonliquidation                         Reason:____________________

_____    6.  California Mortgage Loan paid in full


                                                    By:________________________
                                                         (authorized signer)

                                                    Issuer:____________________
                                                    Address:___________________
                                                    Date:______________________



                                       D-1

<PAGE>



                                                       EXHIBIT E

                                FORM OF AFFIDAVIT

                                            Affidavit pursuant to Section
                                            860E(e)(4) of the Internal Revenue
                                            Code of 1986, as amended, and for
                                            other purposes

STATE OF        )
                ) ss:
COUNTY OF       )

     [NAME OF OFFICER], being first duly sworn, deposes and says:

     1. That he is [Title of Officer] of [Name of Investor] (the "Investor"), a
[savings institution] [corporation] duly organized and existing under the laws
of [the State of ] [the United States], on behalf of which he makes this
affidavit.

     2. That (i) the Investor is not a "disqualified organization" as defined in
Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
"Code"), and will not be a disqualified organization as of [Closing Date] [date
of purchase]; (ii) it is not acquiring the Structured Asset Mortgage Investments
II Inc., [SERIES DESIGNATION], Mortgage Pass-Through Certificates, Series 200_-_
Class R-I, Class R-II and Class R-III Certificates (the "Residual Certificates")
for the account of a disqualified organization; (iii) it consents to any
amendment of the Pooling and Servicing Agreement that shall be deemed necessary
by Structured Asset Mortgage Investments II Inc. (upon advice of counsel) to
constitute a reasonable arrangement to ensure that the Residual Certificates
will not be owned directly or indirectly by a disqualified organization; and
(iv) it will not transfer such Residual Certificates unless (a) it has received
from the transferee an affidavit in substantially the same form as this
affidavit containing these same four representations and (b) as of the time of
the transfer, it does not have actual knowledge that such affidavit is false.

     3. That the Investor is one of the following: (i) a citizen or resident of
the United States, (ii) a corporation or partnership (including an entity
treated as a corporation or partnership for federal income tax purposes) created
or organized in, or under the laws of, the United States or any state thereof or
the District of Columbia (except, in the case of a partnership, to the extent
provided in regulations), provided that no partnership or other entity treated
as a partnership for United States federal income tax purposes shall be treated
as a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are United States Persons, (iii) an
estate whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust other than a "foreign trust," as defined in Section
7701 (a)(31) of the Code.

     4. That the Investor's taxpayer identification number is
______________________.

     5. That no purpose of the acquisition of the Residual Certificates is to
avoid or impede the assessment or collection of tax.


                                       E-1

<PAGE>



     6. That the Investor understands that, as the holder of the Residual
Certificates, the Investor may incur tax liabilities in excess of any cash flows
generated by such Residual Certificates.

     7. That the Investor intends to pay taxes associated with holding the
Residual Certificates as they become due.

     IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.


                            [NAME OF INVESTOR]


                    By:      __________________________________________________
                             [Name of Officer]
                             [Title of Officer]
                             [Address of Investor for receipt of distributions]

                             Address of Investor for receipt of tax information:



                                       E-2

<PAGE>



Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer] of the Investor, and acknowledged to me that he executed the
same as his free act and deed and the free act and deed of the Investor.

Subscribed and sworn before me this ___ day of _________, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF


My commission expires the ___ day of ___________________, 20___.




                                       E-3

<PAGE>



                                                                     EXHIBIT F-1

                            FORM OF INVESTMENT LETTER

                                                                          [Date]
[DEPOSITOR]

[ADDRESS OF TRUSTEE]

Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179

Re:  Structured Asset Mortgage Investments II Inc., [SERIES DESIGNATION], Series
     200_-_ Mortgage Pass-Through Certificates (the "Certificates"), including
     the Class B-4, Class B-5, Class B-6 Certificates (the "Privately Offered
     Certificates")
     --------------------------------------------------------------------------

Dear Ladies and Gentlemen:

In connection with our purchase of Privately Offered Certificates, we confirm
that:

     (i)  we understand that the Privately Offered Certificates are not being
          registered under the Securities Act of 1933, as amended (the "Act") or
          any applicable state securities or "Blue Sky" laws, and are being sold
          to us in a transaction that is exempt from the registration
          requirements of such laws;

     (ii) any information we desired concerning the Certificates, including the
          Privately Offered Certificates, the trust in which the Certificates
          represent the entire beneficial ownership interest (the "Trust") or
          any other matter we deemed relevant to our decision to purchase
          Privately Offered Certificates has been made available to us;

     (iii) we are able to bear the economic risk of investment in Privately
          Offered Certificates; we are an institutional "accredited investor" as
          defined in Section 501(a) of Regulation D promulgated under the Act
          and a sophisticated institutional investor;

     (iv) we are acquiring Privately Offered Certificates for our own account,
          not as nominee for any other person, and not with a present view to
          any distribution or other disposition of the Privately Offered
          Certificates;

     (v)  we agree the Privately Offered Certificates must be held indefinitely
          by us (and may not be sold, pledged, hypothecated or in any way
          disposed of) unless subsequently registered under the Act and any
          applicable state securities or "Blue Sky" laws or an exemption from
          the registration requirements of the Act and any applicable state
          securities or "Blue Sky" laws is available;



                                      F-1-1

<PAGE>



     (vi) we agree that in the event that at some future time we wish to dispose
          of or exchange any of the Privately Offered Certificates (such
          disposition or exchange not being currently foreseen or contemplated),
          we will not transfer or exchange any of the Privately Offered
          Certificates unless:

               (A) (1) the sale is to an Eligible Purchaser (as defined below),
          (2) if required by the Pooling and Servicing Agreement (as defined
          below) a letter to substantially the same effect as either this letter
          or, if the Eligible Purchaser is a Qualified Institutional Buyer as
          defined under Rule 144A of the Act, the Rule 144A and Related Matters
          Certificate in the form attached to the Pooling and Servicing
          Agreement (as defined below) (or such other documentation as may be
          acceptable to the Trustee) is executed promptly by the purchaser and
          delivered to the addressees hereof and (3) all offers or solicitations
          in connection with the sale, whether directly or through any agent
          acting on our behalf, are limited only to Eligible Purchasers and are
          not made by means of any form of general solicitation or general
          advertising whatsoever; and

               (B) if the Privately Offered Certificate is not registered under
          the Act (as to which we acknowledge you have no obligation), the
          Privately Offered Certificate is sold in a transaction that does not
          require registration under the Act and any applicable state securities
          or "blue sky" laws and, if [NAME OF TRUSTEE] (the "Trustee") so
          requests, a satisfactory Opinion of Counsel is furnished to such
          effect, which Opinion of Counsel shall be an expense of the transferor
          or the transferee;

     (vii) we agree to be bound by all of the terms (including those relating to
          restrictions on transfer) of the Pooling and Servicing, pursuant to
          which the Trust was formed; we have reviewed carefully and understand
          the terms of the Pooling and Servicing Agreement;

     (viii) we either: (i) are not acquiring the Privately Offered Certificate
          directly or indirectly by, or on behalf of, an employee benefit plan
          or other retirement arrangement which is subject to Title I of the
          Employee Retirement Income Security Act of 1974, as amended, or
          section 4975 of the Internal Revenue Code of 1986, as amended, or (ii)
          are providing a representation to the effect that the proposed
          transfer and holding of a Privately Offered Certificate and the
          servicing, management and operation of the Trust and its assets: (I)
          will not result in any prohibited transaction which is not covered
          under an individual or class prohibited transaction exemption,
          including, but not limited to, Prohibited Transaction Exemption
          ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60, or PTE 96-23 and (II)
          will not give rise to any additional obligation on the part of the
          Depositor, the Master Servicer, the Securities Administrator or the
          Trustee (iii) have attached hereto the opinion specified in Section
          5.0 of the Agreement.

     (ix) We understand that each of the Class B-4, Class B-5 and Class B-6
          Certificates bears, and will continue to bear, a legend to
          substantiate the following effect: "THIS CERTIFICATE HAS NOT BEEN AND
          WILL NOT BE REGISTERED UNDER


s                                      F-1-2

<PAGE>



          THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
          UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
          CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
          PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
          SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
          144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE
          HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
          THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR
          A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
          INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
          TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN
          EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
          ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL
          ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),
          (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
          ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
          FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A)
          THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM
          PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH
          OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE,
          PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
          APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
          SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
          JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR
          INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
          RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
          RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF
          THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
          TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
          AND OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
          PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
          CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
          PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1,
          PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
          DUTIES ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER, THE
          SECURITIES ADMINISTRATOR OR THE TRUSTEE, WHICH WILL BE DEEMED
          REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
          CERTIFICATE OR UNLESS THE OPINION PROVIDED IN SECTION 5.07 OF THE
          AGREEMENT IS PROVIDED."



                                      F-1-3

<PAGE>



"Eligible Purchaser" means a corporation, partnership or other entity which we
have reasonable grounds to believe and do believe (i) can make representations
with respect to itself to substantially the same effect as the representations
set forth herein, and (ii) is either a Qualified Institutional Buyer as defined
under Rule 144A of the Act or an institutional "Accredited Investor" as defined
under Rule 501 of the Act.

Terms not otherwise defined herein shall have the meanings assigned to them in
the Pooling and Servicing Agreement, dated as of _______ 1, 200_, among
Structured Asset Mortgage Investments II Inc., [NAME OF MASTER SERVICER], as
master servicer and securities administrator, [NAME OF MORTGAGE LOAN SELLER] and
[NAME OF TRUSTEE], as Trustee (the "Pooling and Servicing Agreement').

If the Purchaser proposes that its Certificates be registered in the name of a
nominee on its behalf, the Purchaser has identified such nominee below, and has
caused such nominee to complete the Nominee Acknowledgment at the end of this
letter.


Name of Nominee (if any):________________



                                      F-1-4

<PAGE>



IN WITNESS WHEREOF, this document has been executed by the undersigned who is
duly authorized to do so on behalf of the undersigned Eligible Purchaser on the
___ day of ________, 20___.

                                           Very truly yours,

                                           [PURCHASER]

                                           By:_________________________________
                                                    (Authorized Officer)

                                           [By:________________________________
                                                    Attorney-in-fact]



                                      F-1-5

<PAGE>



                             Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as nominee.

                                       [NAME OF NOMINEE]

                                       By:_____________________________________
                                                (Authorized Officer)


                                       [By:____________________________________
                                                Attorney-in-fact]



                                      F-1-6

<PAGE>



                                                                     EXHIBIT F-2

                FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

[DEPOSITOR]                                                              [Date]

[ADDRESS OF TRUSTEE]

Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179

     Re:  Structured Asset Mortgage Investments II Inc., [SERIES DESIGNATION],
          Series 200_-_ Mortgage Pass-Through Certificates, Class B-4, Class B-5
          and Class B-6 Certificates (the "Privately Offered Certificates")
          -----------------------------------------------------------------

Dear Ladies and Gentlemen:

     In connection with our purchase of Privately Offered Certificates, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a qualified institutional buyer (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act")) as follows:

1.   It owned and/or invested on a discretionary basis eligible securities
     (excluding affiliate's securities, bank deposit notes and CD's, loan
     participations, repurchase agreements, securities owned but subject to a
     repurchase agreement and swaps), as described below:

Date: ______________, 20__ (must be on or after the close of its most recent
fiscal year)

Amount: $ _____________________; and

2.   The dollar amount set forth above is:

a.   greater than $100 million and the undersigned is one of the following
     entities:

     (x)  |_| an insurance company as defined in Section 2(13) of the Act1; or

     (y)  |_| an investment company registered under the Investment Company Act
              or any business development company as defined in Section 2(a)(48)
              of the Investment Company Act of 1940; or

--------
1    A purchase by an insurance company for one or more of its separate
     accounts, as defined by Section 2(a)(37) of the Investment Company Act of
     1940, which are neither registered nor required to be registered
     thereunder, shall be deemed to be a purchase for the account of such
     insurance company.



                                      F-2-1

<PAGE>



     (z)  |_| a Small Business Investment Company licensed by the U.S. Small
              Business Administration under Section 301(c) or (d) of the Small
              Business Investment Act of 1958; or

     (aa) |_| a plan (i) established and maintained by a state, its political
              subdivisions, or any agency or instrumentality of a state or its
              political subdivisions, the laws of which permit the purchase of
              securities of this type, for the benefit of its employees and (ii)
              the governing investment guidelines of which permit the purchase
              of securities of this type; or

     (bb) |_| a business development company as defined in Section 202(a)(22) of
              the Investment Advisers Act of 1940; or

     (cc) |_| a corporation (other than a U.S. bank, savings and loan
              association or equivalent foreign institution), partnership,
              Massachusetts or similar business trust, or an organization
              described in Section 501(c)(3) of the Internal Revenue Code; or

     (dd) |_| a U.S. bank, savings and loan association or equivalent foreign
              institution, which has an audited net worth of at least $25
              million as demonstrated in its latest annual financial statements;
              or

     (ee) |_| an investment adviser registered under the Investment Advisers
              Act; or

b.   |_| greater than $10 million, and the undersigned is a broker-dealer
         registered with the SEC; or

c.   |_| less than $ 10 million, and the undersigned is a broker-dealer
         registered with the SEC and will only purchase Rule 144A securities in
         transactions in which it acts as a riskless principal (as defined in
         Rule 144A); or

d.   |_| less than $100 million, and the undersigned is an investment company
         registered under the Investment Company Act of 1940, which, together
         with one or more registered investment companies having the same or an
         affiliated investment adviser, owns at least $100 million of eligible
         securities; or

e.   |_| less than $100 million, and the undersigned is an entity, all the
         equity owners of which are qualified institutional buyers.

The undersigned further certifies that it is purchasing a Privately Offered
Certificate for its own account or for the account of others that independently
qualify as "Qualified Institutional Buyers" as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in reliance on
its continued compliance with Rule 144A. It is aware that the transferor may
rely on the exemption from the provisions of Section 5 of the Act provided by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account


                                      F-2-2

<PAGE>



or for the account of a Qualified Institutional Buyer to whom notice is given
that the resale, pledge or transfer is being made in reliance in Rule 144A, or
(ii) an institutional "accredited investor," as such term is defined under Rule
501 of the Act in a transaction that otherwise does not constitute a public
offering.

The undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Privately Offered Certificates, it will not transfer or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate in the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional "accredited
investor," the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling and
Servicing Agreement, dated as of _______1, 200_, among Structured Asset Mortgage
Investments II Inc., [NAME OF MASTER SERVICER], [NAME OF MORTGAGE LOAN SELLER]
and [NAME OF TRUSTEE], as Trustee, pursuant to Certificates were issued.

The undersigned certifies that it either: (i) is not acquiring the Privately
Offered Certificate directly or indirectly by, or on behalf of, an employee
benefit plan or other retirement arrangement which is subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended, or section 4975 of
the Internal Revenue Code of 1986, as amended, or (ii) is providing a
representation or an opinion of counsel to the effect that the proposed transfer
and holding of a Privately Offered Certificate and the servicing, management and
operation of the Trust and its assets: (I) will not result in any prohibited
transaction which is not covered under a prohibited transaction exemption,
including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14,
PTE 91-38, PTE 90- 1, PTE 95-60, PTE 96-23 and (II) will not give rise to any
additional fiduciary duties on the part of the Depositor, the Master Servicer,
the Securities Administrator or the Trustee or (iii) has attached hereto the
opinion specified in Section 5.07 of the Agreement.

If the Purchaser proposes that its Certificates be registered in the name of a
nominee on its behalf, the Purchaser has identified such nominee below, and has
caused such nominee to complete the Nominee Acknowledgment at the end of this
letter.




                                      F-2-3

<PAGE>



Name of Nominee (if any):

IN WITNESS WHEREOF, this document has been executed by the undersigned who is
duly authorized to do so on behalf of the undersigned Eligible Purchaser on the
____ day of ___________, 20___.

                                            Very truly yours,

                                            [PURCHASER]


                                            By:________________________________
                                                     (Authorized Officer)

                                            [By:_______________________________
                                                     Attorney-in-fact]




                                      F-2-4

<PAGE>



                             Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as nominee.

                                            [NAME OF NOMINEE]

                                            By:________________________________
                                                     (Authorized Officer)

                                            [By:_______________________________
                                                     Attorney-in-fact]



                                      F-2-5

<PAGE>



                                                                       EXHIBIT G

                           FORM OF CUSTODIAL AGREEMENT


     THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement'), dated as of _____ __, 200_, by and among [NAME OF TRUSTEE], as
trustee (including its successors under the Pooling and Servicing Agreement
defined below, the "Trustee"), STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
company (together with any successor in interest, the "Company"), [NAME OF
MASTER SERVICER], as master servicer and securities administrator (together with
any successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and [NAME OF CUSTODIAN], as custodian
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").


                                WITNESSETH THAT:

     WHEREAS, the Company, the Master Servicer and the Trustee have entered into
a Pooling and Servicing Agreement, dated as of ______ 1, 200_, relating to the
issuance of [SERIES DESIGNATION] 200_-_, Mortgage Pass-Through Certificates,
Series 200_-_ (as in effect on the date of this agreement, the "Original Pooling
and Servicing Agreement," and as amended and supplemented from time to time, the
"Pooling and Servicing Agreement'); and

     WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Company or the Master Servicer under the Pooling and Servicing
Agreement and the Servicers under their respective Servicing Agreements, all
upon the terms and conditions and subject to the limitations hereinafter set
forth;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trustee, the Company, the Master
Servicer and the Custodian hereby agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

     Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.

                                   ARTICLE II.
                          CUSTODY OF MORTGAGE DOCUMENTS

     Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges (subject to any exceptions noted in the Initial Certification
referred to in Section 2.3(a) receipt of the Mortgage Files relating to


                                       G-1

<PAGE>



the Mortgage Loans identified on the schedule attached hereto (the "Mortgage
Files") and declares that it holds and will hold such Mortgage Files as agent
for the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.

     Section 2.2. Recordation of Assignments. If any Mortgage File includes one
or more assignments of Mortgage to the Trustee in a state which is specifically
excluded from the Opinion of Counsel delivered by the Depositor to the Trustee
(with a copy to the Custodian) pursuant to the provisions of Section 2.01 of the
Pooling and Servicing Agreement, each such assignment shall be delivered by the
Custodian to the Company for the purpose of recording it in the appropriate
public office for real property records, and the Company, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office
for real property records each such assignment of Mortgage and, upon receipt
thereof from such public office, shall return each such assignment of Mortgage
to the Custodian.

     Section 2.3. Review of Mortgage Files.

     (a) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Trustee an
Initial Certification in the form annexed hereto as Exhibit One evidencing
receipt (subject to any exceptions noted therein) of a Mortgage File for each of
the Mortgage Loans listed on the Schedule attached hereto (the "Mortgage Loan
Schedule").

     (b) Within 90 days of the Closing Date, the Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.02 of the Pooling and Servicing Agreement, each such document, and
shall deliver to the Depositor and the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all such documents have
been executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. The Custodian shall be under
no duty or obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face.

     (c) Not later than 180 days after the Closing Date, the Custodian shall
review the Mortgage Files as provided in Section 2.02 of the Pooling and
Servicing Agreement and deliver to the Depositor and the Trustee a Final
Certification in the form annexed hereto as Exhibit Three evidencing the
completeness of the Mortgage Files.

     (d) In reviewing the Mortgage Files as provided herein and in the Pooling
and Servicing Agreement, the Custodian shall make no representation as to and
shall not be responsible to verify (i) the validity, legality, enforceability,
due authorization, recordability, sufficiency or genuineness of any of the
documents included in any Mortgage File or (ii) the collectibility,
insurability, effectiveness or suitability of any of the documents in any
Mortgage File.



                                       G-2

<PAGE>



Upon receipt of written request from the Trustee, the Custodian shall as soon as
practicable supply the Trustee with a list of all of the documents relating to
the Mortgage Loans missing from the Mortgage Files.

     Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Company as set forth in the Pooling and Servicing Agreement with
respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give
prompt written notice to the Company, the related Servicer and the Trustee.

     Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon
receipt of written notice from the Trustee that the Mortgage Loan Seller has
repurchased a Mortgage Loan pursuant to Article II of the Pooling and Servicing
Agreement, and that the purchase price therefore has been deposited in the
Master Servicer Collection Account or the Distribution Account, then the
Custodian agrees to promptly release to the Mortgage Loan Seller the related
Mortgage File.

     Upon the Custodian's receipt of a request for release (a "Request for
Release") substantially in the form of Exhibit D to the Pooling and Servicing
Agreement signed by a Servicing Officer of the related Servicer stating that it
has received payment in full of a Mortgage Loan or that payment in full will be
escrowed in a manner customary for such purposes, the Custodian agrees promptly
to release to the related Servicer the related Mortgage File. The Company shall
deliver to the Custodian and the Custodian agrees to accept the Mortgage Note
and other documents constituting the Mortgage File with respect to any
Substitute Mortgage Loan.

     From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy, the related Servicer shall deliver to the Custodian a Request
for Release signed by a Servicing Officer requesting that possession of all of
the Mortgage File be released to the related Servicer and certifying as to the
reason for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Insurance
Policies. Upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File to the related Servicer. The related Servicer shall cause each
Mortgage File or any document therein so released to be returned to the
Custodian when the need therefore by the related Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Master Servicer
Collection Account or the Distribution Account or (ii) the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the related Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery.

     At any time that a Servicer is required to deliver to the Custodian a
Request for Release, the Servicer shall deliver two copies of the Request for
Release if delivered in hard copy or the Servicer may furnish such Request for
Release electronically to the Custodian, in which event the Servicing Officer
transmitting the same shall be deemed to have signed the Request for Release. In
connection with any Request for Release of a Mortgage File because of a
repurchase of a Mortgage Loan, such


                                       G-3

<PAGE>



Request for Release shall be accompanied by an assignment of mortgage, without
recourse, representation or warranty from the Trustee to the Mortgage Loan
Seller and the related Mortgage Note shall be endorsed without recourse by the
Trustee and be returned to the Mortgage Loan Seller. In connection with any
Request for Release of a Mortgage File because of the payment in full of a
Mortgage Loan, such Request for Release shall be accompanied by a certificate of
satisfaction or other similar instrument to be executed by or on behalf of the
Trustee and returned to the related Servicer.

     Section 2.6. Assumption Agreements. In the event that any assumption
agreement, substitution of liability agreement or sale of servicing agreement is
entered into with respect to any Mortgage Loan subject to this Agreement in
accordance with the terms and provisions of the Pooling and Servicing Agreement,
the Master Servicer, to the extent provided in the related Servicing Agreement,
shall cause the related Servicer to notify the Custodian that such assumption or
substitution agreement has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement, which shall be added to
the related Mortgage File and, for all purposes, shall be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting parts thereof.

                                  ARTICLE III.
                            CONCERNING THE CUSTODIAN

     Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
Mortgage File shall be delivered by the Custodian to the Company, the Servicers
or the Master Servicer or otherwise released from the possession of the
Custodian.

     Section 3.2. Reserved.

     Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.

     Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its


                                       G-4

<PAGE>



negligence or bad faith or to the extent that such cost or expense is
indemnified by the Company pursuant to the Pooling and Servicing Agreement.

     Section 3.5. Custodian May Resign Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.

     The Trustee may remove the Custodian at any time with the consent of the
Master Servicer. In such event, the Trustee shall appoint, or petition a court
of competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with the
Company.

     Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.

     Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

     Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.

                                   ARTICLE IV.
                            MISCELLANEOUS PROVISIONS

     Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular


                                       G-5

<PAGE>



party whose address is stated herein by similar notice in writing), in which
case the notice will be deemed delivered when received.

     Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.

     Section 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Company and at the Trust's expense, but
only upon direction accompanied by an Opinion of Counsel reasonably satisfactory
to the Company to the effect that the failure to effect such recordation is
likely to materially and adversely affect the interests of the
Certificateholders.

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

     Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.



                                       G-6

<PAGE>



     IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.



Address:                                     [NAME OF TRUSTEE], as Trustee


                                             By:_______________________________
                                             Name:
                                             Title:
Address:                                     STRUCTURED ASSET MORTGAGE
                                             INVESTMENTS II INC.
383 Madison Avenue
New York, New York 10179
                                             By:_______________________________
                                             Name:
                                             Title:

Address:                                     [NAME OF MASTER SERVICER], as
                                             Master Servicer


                                             By:_______________________________
                                             Name:
                                             Title:

Address:                                     [NAME OF CUSTODIAN], as Custodian

                                             By:_______________________________
                                             Name:
                                             Title:



                                       G-7

<PAGE>



STATE OF NEW YORK           )
                            )ss.:
COUNTY OF NEW YORK          )

     On the __ day of _______ 200_ before me, a notary public in and for said
State, personally appeared _______________, known to me to be a
_________________of ______________, a ____________________ that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation and acknowledged to me that such corporation executed
the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                _______________________________
                                                         Notary Public


[SEAL]




                                       G-8

<PAGE>



STATE OF NEW YORK          )
                           )ss.:
COUNTY OF NEW YORK         )

          On the __ day of _______ 200_ before me, a notary public in and for
said State, personally appeared _______________, known to me to be a
_________________of ______________, a ____________________ that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation and acknowledged to me that such corporation executed
the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                _______________________________
                                                         Notary Public


[SEAL]




                                       G-9

<PAGE>



STATE OF NEW YORK            )
                             )ss.:
COUNTY OF NEW YORK           )

          On the __ day of _________ 200_ before me, a notary public in and for
said State, personally appeared ________________, known to me to be a
________________ of Structured Asset Mortgage Investments II Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                                _______________________________
                                                         Notary Public

[Notarial Seal]





                                      G-10

<PAGE>



STATE OF NEW YORK          )
                           )ss.:
COUNTY OF NEW YORK         )

          On the __ day of _______ 200_ before me, a notary public in and for
said State, personally appeared _______________, known to me to be a
_________________of ______________, a ____________________ that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation and acknowledged to me that such corporation executed
the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                _______________________________
                                                         Notary Public



[SEAL]





                                      G-11

<PAGE>



                                   EXHIBIT ONE

                     FORM OF CUSTODIAN INITIAL CERTIFICATION


                                    _____  __, 20__



[ADDRESS OF TRUSTEE]               Structured Asset Mortgage Investments II Inc.
                                   383 Madison Avenue
                                   New York, New York 10179


Attention: Structured Asset Mortgage Investments II Inc.
[SERIES DESIGNATION] 200_-_, Mortgage Pass-Through Certificates, Series 200_-_

          Re:  Custodial Agreement, dated as of ________ __, 200_, by and among
               [NAME OF TRUSTEE], Structured Asset Mortgage Investments II Inc.,
               [NAME OF MASTER SERVICER] and [NAME OF CUSTODIAN] relating to
               [SERIES DESIGNATION] 200_-_, Mortgage Pass-Through Certificates,
               Series 200_-_
               ----------------------------------------------------------------

Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Custodian, hereby certifies that it has received a Mortgage
File (which contains an original Mortgage Note or lost note affidavit) to the
extent required in Section 2.01 of the Pooling and Servicing Agreement with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any
exceptions listed on Schedule A attached hereto.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                             [NAME OF CUSTODIAN]


                                             By:_______________________________
                                             Name:
                                             Title:




                                      G-12

<PAGE>



                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                               _______ __, 20__



[ADDRESS OF TRUSTEE]               Structured Asset Mortgage Investments II Inc.
                                   383 Madison Avenue
                                   New York, New York 10179



Attention: Structured Asset Mortgage Investments II Inc.
[SERIES DESIGNATION] 200_-_, Mortgage Pass-Through Certificates, Series 200_-_

          Re:  Custodial Agreement, dated as of ________ __, 200_, by and among
               [NAME OF TRUSTEE], Structured Asset Mortgage Investments II Inc.,
               [NAME OF MASTER SERVICER] and [NAME OF CUSTODIAN] relating to
               [SERIES DESIGNATION] 200_-_, Mortgage Pass-Through Certificates,
               Series 200_-_
               ----------------------------------------------------------------

Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01 of the Pooling
and Servicing Agreement with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents have been executed
and received and that such documents related to the Mortgage Loans identified on
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                            [NAME OF CUSTODIAN]


                                            By:________________________________
                                            Name:______________________________
                                            Title:_____________________________





                                      G-13

<PAGE>



                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION



                                                       _______, 20__



[ADDRESS OF TRUSTEE]              Structured Asset Mortgage Investments II Inc.
                                  383 Madison Avenue
                                  New York, New York 10179


Attention: Structured Asset Mortgage Investments II Inc.
[SERIES DESIGNATION] 200_-_, Mortgage Pass-Through Certificates, Series 200_-_

     Re:  Custodial Agreement, dated as of ________ __, 200_, by and among [NAME
          OF TRUSTEE], Structured Asset Mortgage Investments II Inc., [NAME OF
          MASTER SERVICER] and [NAME OF CUSTODIAN] relating to [SERIES
          DESIGNATION] 200_-_, Mortgage Pass-Through Certificates, Series 200_-_
          ----------------------------------------------------------------------

Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement and subject to Section 2.02(b) of the Pooling and Servicing Agreement,
the undersigned, as Custodian, hereby certifies that it has received a Mortgage
File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
containing with respect to (I) each Mortgage Loan (other than a Cooperative
Loan):

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

          (ii) The original Mortgage and, if the related Mortgage Loan is a MOM
     Loan, noting the presence of the MIN and language indicating that such
     Mortgage Loan is a MOM Loan, which shall have been recorded (or if the
     original is not available, a copy), with evidence of such recording
     indicated thereon (or if the original is not available, a copy), with
     evidence of such recording indicated thereon (or if the original Security
     Instrument, assignments to the Trustee or intervening assignments thereof
     which have been delivered, are being delivered or will, upon receipt of
     recording information relating to the Security Instrument required to be
     included thereon, be delivered to recording offices for recording and


                                      G-14

<PAGE>



     have not been returned to the Depositor in time to permit their recording
     as specified in Section 2.01(b) of the Pooling and Servicing Agreement,
     shall be in recordable form);

          (iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the
     assignment (which may be in the form of a blanket assignment if permitted
     in the jurisdiction in which the Mortgaged Property is located) to "[NAME
     OF TRUSTEE], as Trustee", with evidence of recording with respect to each
     Mortgage Loan in the name of the Trustee thereon (or if (A) the original
     Security Instrument, assignments to the Trustee or intervening assignments
     thereof which have been delivered, are being delivered or will, upon
     receipt of recording information relating to the Security Instrument
     required to be included thereon, be delivered to recording offices for
     recording and have not been returned to the Depositor in time to permit
     their delivery as specified in Section 2.01(b) of the Pooling and Servicing
     Agreement, a true copy thereof with a certification by the Depositor, on
     the face of such copy, substantially as follows: "Certified to be a true
     and correct copy of the original, which has been transmitted for recording"
     or (B) the related Mortgaged Property is located in a state other than
     Maryland and an Opinion of Counsel has been provided as set forth in
     Section 2.01(b), shall be in recordable form);

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

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

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

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

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

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

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

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

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


                                      G-15

<PAGE>



          (v) The Security Agreement;

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

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

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

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

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement or in the
Pooling and Servicing Agreement, as applicable.

                                            [NAME OF CUSTODIAN]



                                            By:________________________________
                                            Name:______________________________
                                            Title:_____________________________



                                      G-16

<PAGE>




                                                                 EXHIBIT H [1-5]

                              SERVICING AGREEMENTS


                             [Provided Upon Request]






                                       H-1

<PAGE>



                                                                       EXHIBIT I

                              ASSIGNMENT AGREEMENTS

                             [Provided Upon Request]




                                       I-1

<PAGE>


                                                                       EXHIBIT J

                        MORTGAGE LOAN PURCHASE AGREEMENT

                             [Provided Upon Request]



                                       J-1