EXHIBIT 4.4




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                       BOARDWALK MORTGAGE SECURITIES INC.
                                  as Depositor

                                       and

                            -------------------------
                                as Owner Trustee



                                 TRUST AGREEMENT



                             Dated as of __________



                         Boardwalk Trust Series ____-___








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<PAGE>


<TABLE>
<CAPTION>


                                                 TABLE OF CONTENTS

                                                                                                      Page

<S>                        <C>
ARTICLE I  DEFINITIONS............................................................................................1
   Section 1.01            Definitions............................................................................1
   Section 1.02            Other Definitional Provisions..........................................................1

ARTICLE II  ORGANIZATION..........................................................................................2
   Section 2.01            Name...................................................................................2
   Section 2.02            Office.................................................................................2
   Section 2.03            Purposes and Powers....................................................................2
   Section 2.04            Appointment of Owner Trustee...........................................................3
   Section 2.05            Initial Capital Contribution of Owner Trust Estate.....................................3
   Section 2.06            Declaration of Trust...................................................................3
   Section 2.07            Liability of the Holder of the Certificates............................................3
   Section 2.08            Title to Trust Property................................................................4
   Section 2.09            State of Trust.........................................................................4
   Section 2.10            Representations and Warranties of the Depositor........................................4
   Section 2.11            Payment of Trust Fees..................................................................5

ARTICLE III  CONVEYANCE OF THE MORTGAGE COLLATERAL; CERTIFICATES..................................................5
   Section 3.01            Conveyance of the Mortgage Collateral..................................................5
   Section 3.02            Initial Ownership......................................................................5
   Section 3.03            The Certificates.......................................................................5
   Section 3.04            Authentication of Certificates.........................................................6
   Section 3.05            Registration of and Limitations on Transfer and Exchange of Certificates...............6
   Section 3.06            Mutilated, Destroyed, Lost or Stolen Certificates......................................8
   Section 3.07            Persons Deemed Certificateholders......................................................8
   Section 3.08            Access to List of Certificateholders' Names and Addresses..............................8
   Section 3.09            Maintenance of Office or Agency........................................................9
   Section 3.10            Certificate Paying Agent...............................................................9
   Section 3.11            Ownership.............................................................................10

ARTICLE IV  AUTHORITY AND DUTIES OF OWNER TRUSTEE................................................................11
   Section 4.01            General Authority.....................................................................11
   Section 4.02            General Duties........................................................................11
   Section 4.03            Action Upon Instruction...............................................................11
   Section 4.04            No Duties Except as Specified under Specified Documents or In Instructions............12
   Section 4.05            Restrictions..........................................................................12
   Section 4.06            Prior Notice to Certificateholders with Respect to Certain Matters....................13
   Section 4.07            Action by Certificateholders with Respect to Certain Matters..........................13
   Section 4.08            Action by Certificateholders with Respect to Bankruptcy...............................14
   Section 4.09            Restrictions on Certificateholders' Power.............................................14
   Section 4.10            Majority Control......................................................................14

ARTICLE V  APPLICATION OF TRUST FUNDS............................................................................14
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<S>                        <C>
   Section 5.01            Distributions.........................................................................14
   Section 5.02            Method Of Payment.....................................................................15
   Section 5.03            Signature on Returns..................................................................15
   Section 5.04            Statements To Certificateholders......................................................15
   Section 5.05            Tax Reporting; Tax Elections..........................................................15

ARTICLE VI  CONCERNING THE OWNER TRUSTEE.........................................................................16
   Section 6.01            Acceptance of Trusts and Duties.......................................................16
   Section 6.02            Furnishing of Documents...............................................................17
   Section 6.03            Representations and Warranties........................................................17
   Section 6.04            Reliance; Advice of Counsel...........................................................18
   Section 6.05            NOT ACTING IN INDIVIDUAL CAPACITY.....................................................19
   Section 6.06            Power Trustee not Liable for Certificates or Related Documents........................19
   Section 6.07            Owner Trustee May Own Certificates and Bonds..........................................19

ARTICLE VII  COMPENSATION OF OWNER TRUSTEE.......................................................................19
   Section 7.01            Owner Trustee's Fees and Expenses.....................................................19
   Section 7.02            Indemnification.......................................................................20

ARTICLE VIII  TERMINATION OF TRUST AGREEMENT.....................................................................21
   Section 8.01            Termination of Trust Agreement........................................................21
   Section 8.02            Dissolution Upon Bankruptcy of the Holder of the Designated Certificate...............22

ARTICLE IX  SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES...............................................22
   Section 9.01            Eligibility Requirements for Owner Trustee............................................22
   Section 9.02            Replacement of Owner Trustee..........................................................23
   Section 9.03            Successor Owner Trustee...............................................................23
   Section 9.04            Merger or Consolidation of Owner Trustee..............................................24
   Section 9.05            Appointment of Co-Trustee or Separate Trustee.........................................24

ARTICLE X  MISCELLANEOUS.........................................................................................26
   Section 10.01           Amendments............................................................................26
   Section 10.02           No Legal Title to Owner Trust Estate..................................................27
   Section 10.03           Limitations on Rights of Others.......................................................27
   Section 10.04           Notices...............................................................................28
   Section 10.05           Severability..........................................................................28
   Section 10.06           Separate Counterparts.................................................................28
   Section 10.07           Successors and Assigns................................................................28
   Section 10.08           No Petition...........................................................................28
   Section 10.09           No Recourse...........................................................................29
   Section 10.10           Headings..............................................................................29
   Section 10.11           Governing Law.........................................................................29
   Section 10.12           Integration...........................................................................29


SIGNATURES

EXHIBIT
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                                       ii
<PAGE>

Exhibit A - Form of Certificate
Exhibit B - Certificate of Trust of Boardwalk Trust
Exhibit C - Form of Certificate of Non-Foreign Status
Exhibit D - Form of Investment Letter
Exhibit E - Form of Investment Letter for Certificates




                                       iii
<PAGE>




         This Trust Agreement, dated as of ________________ (as amended from
time to time, this "Trust Agreement"), between Boardwalk Mortgage Securities
Inc., a Delaware corporation, as Depositor (the "Depositor") and
______________________________________, a Delaware ___________________, as Owner
Trustee (the "Owner Trustee"),

                                WITNESSETH THAT:

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

                                   ARTICLE I

                                   DEFINITIONS

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

         Section 1.02 OTHER DEFINITIONAL PROVISIONS.

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

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

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

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



                                       1
<PAGE>

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

                                   ARTICLE II

                                  ORGANIZATION

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

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

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

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

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

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

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

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

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

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized



                                       2
<PAGE>

by the terms of this Trust Agreement or the Basic Documents [while any Bond is
outstanding and without regard to the Bonds and] [without the consent of __% of
the Certificateholders].

         Section 2.04 APPOINTMENT OF OWNER TRUSTEE. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.

         Section 2.05 INITIAL CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial corpus of the Trust and shall
be deposited in the Certificate Distribution Account. The Owner Trustee also
acknowledges on behalf of the trust receipt of the Mortgage Collateral and a
Surety Bond assigned to the Trust pursuant to Section 3.01, which shall
constitute the Owner Trust Estate.

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

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



                                       3
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be liable) shall be deemed third party beneficiaries of this paragraph. The
obligations of the Holders of the Certificates under this paragraph shall be
evidenced by the Certificates.

                  (b) Subject to subsection (a) above, the Certificateholders
         shall be entitled to the same limitation of personal liability extended
         to stockholders of private corporations for profit organized under the
         General Corporation Law of the State of Delaware.

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

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

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

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

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

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

                  (iv) The consummation of the transactions contemplated by this
Trust Agreement and the fulfillment of the terms hereof do not conflict with,
result in any breach of any of the terms and provisions of, or constitute (with
or without notice or lapse of time) a default under, the articles of
incorporation or bylaws of the Depositor, or any indenture,



                                       4
<PAGE>

agreement or other instrument to which the Depositor is a party or by which it
is bound; nor result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than pursuant to the Basic Documents); nor violate any law or,
to the best of the Depositor's knowledge, any order, rule or regulation
applicable to the Depositor of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties.

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

                                  ARTICLE III

                     CONVEYANCE OF THE MORTGAGE COLLATERAL;
                                  CERTIFICATES

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

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

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

         Section 3.03 THE CERTIFICATES. The Certificates shall be issued in
minimum denominations of $[_______] and in integral multiples of $______ in
excess thereof; except for one Certificate that may not be in an integral
multiple of $______; provided, however, that the Designated Certificate issued
pursuant to Section 3.11 may be issued in the amount of $_________. The
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee and authenticated in the
manner provided in Section 3.04. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefit of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the




                                       5
<PAGE>

authentication and delivery of such Certificates or did not hold such offices at
the date of authentication and delivery of such Certificates. A Person shall
become a Certificateholder and shall be entitled to the rights and subject to
the obligations of a Certificateholder hereunder upon such Person's acceptance
of a Certificate duly registered in such Person's name, pursuant to Section
3.05.

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

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

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

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

         Every Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder or such
Holder's attorney duly authorized in writing.



                                       6
<PAGE>

Each Certificate surrendered for registration of transfer or exchange shall be
cancelled and subsequently disposed of by the Certificate Registrar in
accordance with its customary practice.

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

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

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

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



                                       7
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the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code,
and will not subject the Trust, the Owner Trustee, the Certificate Registrar or
the Depositor to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
explicitly undertaken in this Trust Agreement which Opinion of Counsel shall not
be an expense of the Trust, the Owner Trustee, the Certificate Registrar or
Depositor.

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

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

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

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



                                       8
<PAGE>

shall give prompt written notice to the Depositor, the Holder of the Designated
Certificate and the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.

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

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

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

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

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

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

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

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

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



                                       9
<PAGE>

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

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

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

                                   ARTICLE IV

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

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



                                       10
<PAGE>

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

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

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

                  (c) Whenever the Owner Trustee is unable to decide between
         alternative courses of action permitted or required by the terms of
         this Trust Agreement or under any Basic Document, or in the event that
         the Owner Trustee is unsure as to the application of any provision of
         this Trust Agreement or any Basic Document or any such provision is
         ambiguous as to its application, or is, or appears to be, in conflict
         with any other applicable provision, or in the event that this Trust
         Agreement permits any determination by the Owner Trustee or is silent
         or is incomplete as to the course of action that the Owner Trustee is
         required to take with respect to a particular set of facts, the Owner
         Trustee shall promptly give notice (in such form as shall be
         appropriate under the circumstances) to the Certificateholders (with a
         copy to the Credit Enhancer) requesting instruction as to the course of
         action to be adopted, and to the extent the Owner Trustee acts in good
         faith in accordance with any written instruction of the
         Certificateholders received, the Owner Trustee shall not be liable on
         account of such action to any Person. If the Owner Trustee shall not
         have received appropriate instruction within 10 days of such notice (or
         within such shorter period of time as reasonably may be specified in
         such notice or may be necessary under the circumstances) it may, but
         shall be under no duty to, take or refrain from taking such action not
         inconsistent with this Trust Agreement or the Basic Documents, as it
         shall deem to be in the best interests of the Certificateholders, and
         the Owner Trustee shall have no liability to any Person for such action
         or inaction.

         Section 4.04 NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR
IN INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly




                                       11
<PAGE>

provided (i) in accordance with the powers granted to and the authority
conferred upon the Owner Trustee pursuant to this Trust Agreement, (ii) in
accordance with the Basic Documents and (iii) in accordance with any document or
instruction delivered to the Owner Trustee pursuant to Section 4.03; and no
implied duties or obligations shall be read into this Trust Agreement or any
Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to prepare or file any
Securities and Exchange Commission filing for the Trust or to record this Trust
Agreement or any Basic Document. The Owner Trustee nevertheless agrees that it
will, at its own cost and expense, promptly take all action as may be necessary
to discharge any liens on any part of the Owner Trust Estate that result from
actions by, or claims against, the Owner Trustee that are not related to the
ownership or the administration of the Owner Trust Estate.

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

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

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

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

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

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



                                       12
<PAGE>

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

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

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

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

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

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

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



                                       13
<PAGE>

                                   ARTICLE V

                           APPLICATION OF TRUST FUNDS

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

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

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

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

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

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



                                       14
<PAGE>

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

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

                                   ARTICLE VI

                          CONCERNING THE OWNER TRUSTEE

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

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

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

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



                                       15
<PAGE>

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

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

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

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

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

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

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



                                       16
<PAGE>

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

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

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

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

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

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

                  (b) In the exercise or administration of the trusts hereunder
         and in the performance of its duties and obligations under this Trust
         Agreement or the Basic



                                       17
<PAGE>

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

         Section 6.05 NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided in
this Article VII, in accepting the trusts hereby created ___________________
acts solely as Owner Trustee here under and not in its individual capacity, and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Trust Agreement or any Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.

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

         Section 6.07 OWNER TRUSTEE MAY OWN CERTIFICATES AND BONDS. The Owner
Trustee in its individual or any other capacity may become the owner or pledge
of Certificates or Bonds and may deal with the Depositor, the Seller, the
Certificate Paying Agent, the Certificate Registrar, the Administrator and the
Indenture Trustee in transactions with the same rights as it would have if it
were not Owner Trustee.

                                  ARTICLE VII

                          COMPENSATION OF OWNER TRUSTEE

         Section 7.01 OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof, and the Owner Trustee shall be
reimbursed for its reasonable expenses hereunder and under the Basic Documents,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may



                                       18
<PAGE>

reasonably employ in connection with the exercise and performance of its rights
and its duties hereunder and under the Basic Documents pursuant to Section 3.08
of the Servicing Agreement.

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

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

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

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

                  (iv) notwithstanding anything in this Agreement to the
contrary, the Holder of the Designated Certificate shall not be liable for
settlement of any claim by an Indemnified Party entered into without the prior
consent of the Holder of the Designated Certificate which consent shall not be
unreasonably withheld. The indemnities contained in this Section shall survive
the resignation or termination of the Owner Trustee or the termination of this
Trust Agreement. In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section, the Owner Trustee's choice of
legal counsel, if other than the legal counsel retained by the Owner Trustee in
connection with the execution and delivery of this Trust Agreement, shall be
subject to the approval of the Holder of the Designated Certificate, which
approval shall not be unreasonably withheld. In addition, upon written notice to
the Owner Trustee and with the consent of the Owner Trustee which consent shall
not be unreasonably withheld, the Holder of the Designated Certificate has the
right to assume the defense of any claim, action or proceeding against the Owner
Trustee.

                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

         Section 8.01 TERMINATION OF TRUST AGREEMENT. (a) This Trust Agreement
(other than Article VIII) and the Trust shall terminate and be of no further
force or effect upon the earliest of (i) upon the final distribution of all
moneys or other property or proceeds of the Owner Trust Estate in accordance
with the terms of the Indenture and this Trust Agreement, (ii) the Payment




                                       19
<PAGE>

Date in ____________, (iii) at the time provided in Section 8.02 or (iv)
purchase by the Servicer of all Mortgage Loans pursuant to Section 8.08 of the
Servicing Agreement. The bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder, other than the Holder of the Designated
Certificate as described in Section 8.02, shall not (x) operate to terminate
this Trust Agreement or the Trust or (y) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or the Owner Trust Estate or (z) otherwise affect the rights, obligations
and liabilities of the parties hereto.

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

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

         In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above mentioned written notice, the Certificate Paying Agent shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. Subject to applicable laws with respect to escheat of funds, if within
one year following the Payment Date on which final payment of the Certificates
was to have been made pursuant to Section 3.03 of the Indenture, all the
Certificates shall not have been surrendered for cancellation, the Certificate
Paying Agent may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that shall remain subject to this Trust Agreement. Any
funds remaining in the Certificate Distribution Account after exhaustion of such
remedies shall be distributed by the Certificate Paying Agent to the Holder of
the Designated Certificate.

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



                                       20
<PAGE>

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

                                   ARTICLE IX

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

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

         Section 9.02 REPLACEMENT OF OWNER TRUSTEE. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving 30 days
prior written notice thereof to the Administrator, the Credit Enhancer and the
Depositor. Upon receiving such notice of resignation, the Administrator shall
promptly appoint a successor Owner Trustee with the consent of the Credit
Enhancer which will not be unreasonably withheld, by written instrument,



                                       21
<PAGE>

in duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Owner Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Owner Trustee.

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

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

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

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

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




                                       22
<PAGE>

successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

         Section 9.04 MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of any
of the parties hereto, anything herein to the contrary not withstanding;
PROVIDED, that such Person shall be eligible pursuant to Section 9.01 and,
PROVIDED, FURTHER, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

         Section 9.05 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

         Notwithstanding any other provisions of this Trust Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Owner Trust Estate may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or trustees, of all or any part
of the Owner Trust Estate, and to vest in such Person, in such capacity, such
title to the Trust or any part thereof and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
Trust Agreement shall be required to meet the terms of eligibility as a
successor Owner Trustee pursuant to Section 9.01 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 9.03.

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

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

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



                                       23
<PAGE>

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

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

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

                                   ARTICLE X

                                  MISCELLANEOUS

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

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

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



                                       24
<PAGE>

         prevent the imposition of such taxes and is not materially adverse to
         any Holder and the consent of the Credit Enhancer shall be obtained.

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

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

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

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

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



                                       25
<PAGE>

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

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

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

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

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

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

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

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



                                       26
<PAGE>

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

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

         Section 10.09 NO RECOURSE. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Depositor, the Holder of the Designated Certificate, the
Seller, the Administrator, the Owner Trustee, the Indenture Trustee or any
Affiliate thereof and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in this Trust
Agreement, the Certificates or the Basic Documents.

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

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

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

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


                              BOARDWALK MORTGAGE SECURITIES INC.

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


                                       27
<PAGE>

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


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



Acknowledged and Agreed:
_________________________________
__________, as Certificate Registrar and Certificate
Paying Agent


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





                                       28
<PAGE>






                                    EXHIBIT A

                              [Form of Certificate]

                                     [Face]

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

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

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

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




                                      A-1
<PAGE>




                                                        Certificate No._________

Original principal amount ( "Denomination ") of this Certificate: $_________

Aggregate Denominations of all Certificates: $_______

Pass-Through Rate:  Floating

Cut-Off Date:

First Payment Date
---------, ----

CUSIP NO. __________


Boardwalk Trust Series ____-_


         Evidencing a fractional undivided equity interest in the Owner Trust
state, the property of which consists primarily of the Mortgage Collateral in
________________________, a corporation sold by _____________ Boardwalk Mortgage
Securities Inc., as Depositor

         This certifies that [name of Holder] is the registered owner of the
Percentage Interest represented hereby in the Boardwalk Trust Series ____-__
(the "Trust").

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

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



                                      A-2
<PAGE>

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

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

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

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

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

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




                                      A-3
<PAGE>



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

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

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




                                      A-4
<PAGE>



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



                                          BOARDWALK TRUST SERIES ____-__





                                          By:
                                             ----------------------------------
                                          not in its individual capacity but
                                          solely as Owner Trustee

                                          Dated:
                                                   ----------------------------


                                          Authorized Signatory




                          Certificate of Authentication

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


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


By:___________________________________________
                  Authorized Signatory



or __________________________________________,
         as Authenticating Agent of the Trust


By:___________________________________________
                  Authorized Signatory




                                      A-5
<PAGE>



                            [REVERSE OF CERTIFICATE]


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

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

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



                                      A-6
<PAGE>

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

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

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




                                      A-7
<PAGE>




                                   ASSIGNMENT


         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto __________________________________________________________________________
(Please insert social security or other identifying number of assignee)

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

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

Dated:
Signature Guaranteed:_______________________________________*/.

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



                                      A-8
<PAGE>


                            DISTRIBUTION INSTRUCTIONS


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

         Distribution shall be made by wire transfer in immediately available
funds to __________________________________________________________________for
the account of __________________________________________________, account
number ______________, or, if mailed by check, to --------------.

         Applicable statements should be mailed to__________________.


                                          _____________________________________

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




                                      A-9
<PAGE>




                                    EXHIBIT B
                             TO THE TRUST AGREEMENT
                             CERTIFICATE OF TRUST OF

                         Boardwalk Trust Series ____-___

         THIS Certificate of Trust of Boardwalk Trust Series ____-__ (the
"Trust"), dated ___________, ____, is being duly executed and filed by
______________________, a Delaware banking corporation, as trustee, to form a
business trust under the Delaware Business Trust Act (12 Del. Code, ss. 3801 et
seq.).

         1. Name. The name of the business trust formed hereby is Boardwalk
Trust Series __________-___.

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


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

                                          ____________________________________,

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



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




                                      B-1
<PAGE>




                                    EXHIBIT C

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]


         Description of Rule 144A Securities, including numbers:

         _______________________________________________________
         _______________________________________________________
         _______________________________________________________
         _______________________________________________________

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

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


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


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

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



                                      C-1
<PAGE>

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

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

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

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



                                      C-2
<PAGE>

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

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

   -----------------------------------------       ------------------------
Print Name of Seller                               Print Name of Buyer
By:                                                By:
   -----------------------------------------       ------------------------
Name:                                              Name:
     ---------------------------------------         ----------------------
Title:                                             Title:
      --------------------------------------          ---------------------

--------------------------------------------       ---------------------------
Taxpayer Identification No.                        Taxpayer Identification No.
Date:                                              Date:
         -----------------------------------             ------------------



                                      C-3
<PAGE>



                              ANNEX 1 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Buyers other than Registered Investment Companies]

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

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

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


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

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

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

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

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




                                      Annex 1-1
<PAGE>


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

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

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

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

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

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

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

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

         For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.



                                      Annex 1-2
<PAGE>

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

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

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

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

                                        ____________________________________
                                        Print Name of Buyer

                                        By:  _______________________________
                                        Name:
                                        Title:

                                        Date:_______________________________




                                      Annex 1-3
<PAGE>




                              ANNEX 2 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

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

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

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

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

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

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

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

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

         6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's



                                      Annex 2-1
<PAGE>

purchase of Rule 144A Securities will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.



                               Print Name of Buyer

                               By:
                                  ---------------------------------------------

                               Name:
                                        ---------------------------------------

                               Title:
                                      -----------------------------------------



                               IF AN ADVISER:

                               Print Name of Buyer


                               By:
                                  ---------------------------------------------

                               Name:
                                        ---------------------------------------

                               Title:
                                      -----------------------------------------







                                      Annex 2-2
<PAGE>



                                    EXHIBIT D

                        CERTIFICATE OF NON-FOREIGN STATUS

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

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

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


Part I - Complete Either A or B

         A.       Individual as Beneficial Owner

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

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

         ______________________________________________________________
         ______________________________________________________________
         ______________________________________________________________
         ; and

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

         B.       Corporate, Partnership or Other Entity as Beneficial Owner

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

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



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<PAGE>

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

Part II - Nominees

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

_____    an IRS Form W-9

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

Part III - Declaration

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


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


                                     __________________________________________
                                     Name

                                     __________________________________________
                                     Title (if applicable)

                                     __________________________________________
                                     Signature and Date

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




                                      D-2
<PAGE>



                                    EXHIBIT E

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]




                                                      [DATE]



[Certificate Registrar]

         Re:      Boardwalk Trust Series _____-____
                  Asset-Backed Notes, Series, ___- __(the "Certificates")
                  -------------------------------------------------------

Ladies and Gentlemen:

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



                                      E-1
<PAGE>

                                        Very truly yours,



                                        [TRANSFEREE]

                                        By:____________________________
                                        Authorized Officer



                                      E-2