Exhibit 4.5


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                      STRUCTURED ASSET MORTGAGE INVESTMENTS

                                  TRUST 200_-_

                                 TRUST AGREEMENT

                                     between

                   STRUCTURED ASSET MORTGAGE INVESTMENTS INC.

                                       and

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

                          Dated as of __________, 200_



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<PAGE>

                                Table of Contents

                                                                          Page

                                    ARTICLE I
                                   Definitions

   SECTION 1.1    Capitalized Terms......................................  1
   SECTION 1.2    Other Definitional Provisions..........................  3

                                   ARTICLE II
                                  Organization

   SECTION 2.1    Name...................................................  4
   SECTION 2.2    Office.................................................  4
   SECTION 2.3    Purposes and Powers....................................  4
   SECTION 2.4    Appointment of Owner Trustee...........................  5
   SECTION 2.5    Contributions of Trust Estate..........................  5
   SECTION 2.6    Declaration of Trust...................................  5
   SECTION 2.7    Transfer of Interest to _____________; Liability of
                  GP Interest............................................  6
   SECTION 2.8    Title to Trust Property................................  6
   SECTION 2.9    Situs of Trust.........................................  6
   SECTION 2.10   Representations and Warranties of the Seller...........  7
   SECTION 2.11   Representations and Warranties of the Holder of the
                  GP Interest............................................  7
   SECTION 2.12   Federal Income Tax Allocations.........................  8

                                   ARTICLE III
                  Trust Certificates and Transfer of Interests

   SECTION 3.1    Initial Ownership......................................  9
   SECTION 3.2    The Trust Certificates.................................  9
   SECTION 3.3    Authentication of Trust Certificates...................  10
   SECTION 3.4    Registration of Transfer and Exchange of Trust
                  Certificates...........................................  10
   SECTION 3.5    Mutilated, Destroyed, Lost or Stolen Trust
                  Certificates...........................................  11
   SECTION 3.6    Persons Deemed Certificateholders......................  11
   SECTION 3.7    Access to List of Certificateholders' Names
                  and Addresses..........................................  11
   SECTION 3.8    Maintenance of Office or Agency........................  12
   SECTION 3.9    Appointment of Paying Agent............................  12
   SECTION 3.10   Reserved...............................................  12
   SECTION 3.11   Reserved...............................................  12
   SECTION 3.12   Disposition by the Holder of the GP Interest...........  13
   SECTION 3.13   Reserved...............................................  13
   SECTION 3.14   Book-Entry Trust Certificates..........................  13
   SECTION 3.15   Notices to Clearing Agency.............................  14
   SECTION 3.16   Definitive Trust Certificates..........................  14

                                   ARTICLE IV
                            Actions by Owner Trustee

   SECTION 4.1    Prior Notice to Owners with Respect to Certain
                  Matters...............................................  14
   SECTION 4.2    Action by Certificateholders with Respect to
                  Certain Matters.......................................  15
   SECTION 4.3    Action by Certificateholders with Respect to
                  Bankruptcy............................................  15
   SECTION 4.4    Restrictions on Certificateholders' Power.............  16
   SECTION 4.5    Majority Control......................................  16

                                    ARTICLE V
                   Application of Trust Funds: Certain Duties

   SECTION 5.1     Establishment of Certificate Distribution Account....  16
   SECTION 5.2     Application of Funds in Certificate
                   Distribution Account.................................  16
   SECTION 5.3     Reserved.............................................  17
   SECTION 5.4     Method of Payment....................................  17
   SECTION 5.5     No Segregation of Monies; No Interest................  18
   SECTION 5.6     Accounting and Reports to the Noteholders
                   Certificateholders, the Internal Revenue Service
                   and Others...........................................  18
   SECTION 5.7     Signature on Returns; Tax Matters Partner............  18

                                   ARTICLE VI
                      Authority and Duties of Owner Trustee

   SECTION 6.1     General Authority...................................   19
   SECTION 6.2     General Duties......................................   19
   SECTION 6.3     Action upon Instruction.............................   19
   SECTION 6.4     No Duties Except as Specified in this Agreement or
                   in Instructions.....................................   20
   SECTION 6.5     No Action Except under Specified Documents or
                   Instructions........................................   20
   SECTION 6.6     Restrictions........................................   21

                                   ARTICLE VII
                          Concerning the Owner Trustee

   SECTION 7.1     Acceptance of Trusts and Duties.....................   21
   SECTION 7.2     Furnishing of Documents.............................   22
   SECTION 7.3     Representations and Warranties......................   22
   SECTION 7.4     Reliance; Advice of Counsel.........................   23
   SECTION 7.5     Not Acting in Individual Capacity...................   23
   SECTION 7.6.    Owner Trustee Not Liable for Trust Certificates
                   or Mortgage Loans...................................   24
   SECTION 7.7     Owner Trustee May Own Trust Certificates and Notes..   24

                                  ARTICLE VIII
                          Compensation of Owner Trustee

   SECTION 8.1     Owner Trustee's Fees and Expenses...................   24
   SECTION 8.2     Indemnification.....................................   24
   SECTION 8.3     Payments to the Owner Trustee.......................   25

                                   ARTICLE IX
                         Termination of Trust Agreement

   SECTION 9.1     Termination of Trust Agreement......................  25
   SECTION 9.2     Dissolution upon Bankruptcy of the Holder of the
                   GP Interest.........................................  26

                                    ARTICLE X
             Successor Owner Trustees and Additional Owner Trustees

   SECTION 10.1    Eligibility Requirements for Owner Trustee..........  27
   SECTION 10.2    Resignation or Removal of Owner Trustee.............  27
   SECTION 10.3    Successor Owner Trustee.............................  28
   SECTION 10.4    Merger or Consolidation of Owner Trustee............  28
   SECTION 10.5    Appointment of Co-Trustee or Separate Trustee.......  29

                                   ARTICLE XI
                                  Miscellaneous

   SECTION 11.1    Supplements and Amendments..........................  30
   SECTION 11.2    No Legal Title to Owner Trust Estate in
                   Certificateholders..................................  31
   SECTION 11.3    Limitations on Rights of Others.....................  31
   SECTION 11.4    Notices.............................................  31
   SECTION 11.5    Severability........................................  32
   SECTION 11.6    Separate Counterparts...............................  32
   SECTION 11.7    Successors and Assigns..............................  32
   SECTION 11.8    Reserved............................................  32
   SECTION 11.9    No Petition.........................................  32
   SECTION 11.10   No Recourse.........................................  33
   SECTION 11.11   Headings............................................  33
   SECTION 11.12   GOVERNING LAW.......................................  33
   SECTION 11.13   Trust Certificate Transfer Restrictions.............  33
   SECTION 11.14   Master Servicer.....................................  33


EXHIBITS

Exhibit A   -     Form of Trust Certificate

Exhibit B   -     Form of Certificate of Trust

<PAGE>

          TRUST AGREEMENT dated as of ____________, 200_ between Structured
Asset Mortgage Investments Inc., a Delaware corporation, as Seller, and
_______________, a ____________, as Owner Trustee.

                                    ARTICLE I

                                   Definitions

          SECTION 1.1. Capitalized Terms. For all purposes of this Agreement,
the following terms shall have the meanings set forth below:

          "Agreement" shall mean this Trust Agreement, as the same may be
amended and supplemented from time to time.

          "Basic Documents" shall mean the Master Servicing Agreement, the
Indenture, the Certificate Depository Agreement, the Note Depository Agreement
and the other documents and certificates delivered in connection therewith.

          "Benefit Plan" shall have the meaning assigned to such term in Section
11.13.

          "Book-Entry Trust Certificates" means a beneficial interest in the
Trust Certificates, ownership and transfers of which shall be made through
book-entries by a Clearing Agency as described in Section 3.14.

          "Business Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended from
time to time.

          "Certificate" means a certificate evidencing the beneficial interest
of a Certificateholder in the Trust, substantially in the form of Exhibit A
attached hereto.

          "Certificate Depository Agreement" shall mean the agreement among the
Trust, the Owner Trustee, the Master Servicer and _____________________, as the
initial Clearing Agency, dated as of the Closing Date, relating to the Trust
Certificates, as the same may be amended and supplemented from time to time.

          "Certificate Distribution Account" shall have the meaning assigned to
such term in Section 5.1.

          "Certificate of Trust" shall mean the Certificate of Trust in the form
of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the
Business Trust Statute.

          "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned and the registrar appointed pursuant to Section 3.4.

          "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

          "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and Treasury Regulations promulgated thereunder.

          "Corporate Trust Office" shall mean, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
_______________; or at such other address as the Owner Trustee may designate by
notice to the Certificateholders and the Seller, or the principal corporate
trust office of any successor Owner Trustee (the address of which the successor
owner trustee will notify the Certificateholders and the Seller).

          "Definitive Trust Certificates" shall mean either or both (as the
context requires) of (i) Trust Certificates issued in certificated, fully
registered form as provided in Section 3.14 and (ii) Trust Certificates issued
in certificated, fully registered form as provided in Section 3.16.

          "Demand Note" shall have the meaning assigned to such term in Section
2.11(e).

          "Delaware Trustee" shall have the meaning assigned to such term in
Section 10.1.

          "ERISA" shall have the meaning assigned to such term in Section 11.13.

          "Expenses" shall have the meaning assigned to such term in Section
8.2.

          "GP Interest" shall have the meaning assigned to such term in Section
2.7.

          "Holder" or "Certificateholder" shall mean the Person in whose name a
Trust Certificate is registered on the Certificate Register.

          "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.2.

          "Master Servicer" shall mean __________________ or any successor
master servicer.

          "Master Servicing Agreement" shall mean the Master Servicing Agreement
among the Trust, Structured Asset Mortgage Investments Inc., as Seller, and
_______________, as Master Servicer, dated as of _____________, 200_ , as the
same may be amended and supplemented from time to time.

          "Note Depository Agreement" shall mean the agreement among the Trust,
the Master Servicer and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Notes, as the same may be
amended or supplemented from time to time.

          "Owner" shall mean each Person who is the beneficial owner of a
Book-Entry Certificate as reflected in the records of the Clearing Agency or if
a Clearing Agency Participant is not the Owner, then as reflected in records of
a Person maintaining an account with such Clearing Agency (directly or
indirectly, in accordance with the rules of such Clearing Agency).

          "Owner Trust Estate" shall mean all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article II of the Master Servicing Agreement, all funds on deposit from time to
time in the Trust Accounts and the Certificate Distribution Account and all
other property of the Trust from time to time, including any rights of the Owner
Trustee and the Trust pursuant to the Master Servicing Agreement. "Owner
Trustee" shall mean ____________, a ___________, not in its individual capacity
but solely as owner trustee under this Agreement, and any successor Owner
Trustee hereunder.

          "Paying Agent" shall mean any paying agent or co-paying agent
appointed pursuant to Section 3.9 and shall initially be the Owner Trustee.

          "Record Date" shall mean, with respect to any Distribution Date, the
close of business on the fourteenth day of the calendar month in which such
Distribution Date occurs.

          "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

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

          "Trust" shall mean the trust established by this Agreement.

          "Trust Certificate" shall mean a Certificate.

          SECTION 1.2. Other Definitional Provisions.

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

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

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

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

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

                                   ARTICLE II

                                  Organization

          SECTION 2.1. NAME. The Trust created hereby shall be known as
"Structured Asset Mortgage Investments Trust 200_-_", in which name the Owner
Trustee may conduct the business of the Trust, make and execute contracts and
other instruments on behalf of the Trust and sue and be sued.

          SECTION 2.2. OFFICE. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address as the
Owner Trustee may designate by written notice to the Certificateholders and the
Seller.

          SECTION 2.3. PURPOSES AND POWERS.

               (a) The purpose of the Trust is, and the Trust shall have the
          power and authority, to engage in the following activities:

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

                    (ii) with the proceeds of the sale of the Notes and the
               Trust Certificates, to fund the Reserve Account and to pay the
               organizational, start-up and transactional expenses of the Trust
               and to pay the balance to the Seller as payment of purchase price
               with respect to the Mortgage Loans;

                    (iii) to assign, grant, transfer, pledge, mortgage and
               convey the Trust Estate pursuant to the Indenture and to hold,
               manage and distribute to the Certificateholders pursuant to the
               terms of the Master Servicing Agreement any portion of the Trust
               Estate released from the Lien of, and remitted to the Trust
               pursuant to, the Indenture;

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

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

                    (vi) subject to compliance with the Basic Documents, to
               engage in such other activities as may be required in connection
               with conservation of the Owner Trust Estate and the making of
               distributions to the Certificateholders and the Noteholders. The
               Trust is hereby authorized to engage in the foregoing activities.
               The Trust shall not engage in any activity other than in
               connection with the foregoing or other than as required or
               authorized by the terms of this Agreement or the Basic Documents.

          SECTION 2.4. APPOINTMENT OF OWNER TRUSTEE. The Seller 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 2.5. CONTRIBUTIONS OF TRUST ESTATE. The Seller hereby sells,
assigns, transfers, conveys and sets over to the Owner Trustee, as of the date
hereof, the sum of $_________. The Owner Trustee hereby acknowledges receipt in
trust from the Seller, as of the date hereof, of the foregoing contribution,
which shall constitute the initial Owner Trust Estate and shall be deposited in
the Certificate Distribution Account. On the Closing Date, the Seller shall
sell, assign, transfer, convey and set over to the Owner Trustee, as of such
date, all Seller's right, title and interest in and to the Mortgage Loans by
delivery thereof to the Indenture Trustee pursuant to the Indenture.

          SECTION 2.6. DECLARATION OF TRUST. The Owner Trustee hereby declares
that it will 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 Agreement constitute the governing
instrument of such business trust. It is the intention of the parties hereto
that, solely for income and franchise tax purposes, the Trust shall be treated
as a partnership. 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 partnership for such tax purposes. Effective
as of the date hereof, the Owner Trustee shall have all rights, powers and
duties set forth herein and to the extent not inconsistent herewith, in the
Business Trust Statute with respect to accomplishing the purposes of the Trust.
The Owner Trustee and the Delaware Trustee shall file the Certificate of Trust
with the Secretary of State of Delaware.

          SECTION 2.7. TRANSFER OF INTEREST TO ____________; LIABILITY OF GP
INTEREST.

               (a) On the Closing Date the Seller shall and does hereby transfer
          and assign its entire interest in the Trust to ______________ and
          shall otherwise in addition purchase a ____% interest in the Trust
          (the "GP Interest"). The holder of the GP Interest shall pay
          organizational expenses of the Trust as they may arise or shall, upon
          the request of the Owner Trustee, promptly reimburse the Owner Trustee
          for any such expenses paid by the Owner Trustee. The holder of the GP
          Interest shall also be liable directly to and will indemnify the
          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 holder of the GP
          Interest would be liable if the Trust were a partnership under the
          Delaware Revised Uniform Limited Partnership Act in which the holder
          of the GP Interest were a general partner; provided, however, that the
          holder of the GP Interest shall not be liable for any losses incurred
          by a Certificateholder in the capacity of an investor in the Trust
          Certificates or a Noteholder in the capacity of an investor in the
          Notes. In addition, any third party creditors of the Trust (other than
          in connection with the obligations described in the preceding sentence
          for which the holder of the GP Interest shall not be liable) shall be
          deemed third party beneficiaries of this paragraph. The obligations of
          the holder of the GP Interest under this paragraph shall be evidenced
          by the Trust Certificates described in Section 3.12, which for
          purposes of the Business Trust Statute shall be deemed to be a
          separate class of Trust Certificates from all other Trust Certificates
          issued by the Trust.

               (b) No Owner, other than to the extent set forth in clause (a),
          shall have any personal liability for any liability or obligation of
          the Trust.

          SECTION 2.8. TITLE TO TRUST PROPERTY. Legal title to all 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 2.9. SITUS OF TRUST. The Trust will be located and
administered in the State of ________________. All bank accounts maintained by
the Owner Trustee on behalf of the Trust shall be located in the State of
Delaware or the State of ________________. Payments will be received by the
Trust only in Delaware or , and payments will be made by the Trust only from
Delaware or _______________. The only office of the Trust will be at the
Corporate Trust Office in ________________.

          SECTION 2.10. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
hereby represents and warrants to the Owner Trustee that:

               (a) The Seller is duly organized and validly existing as a New
          York corporation 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.

               (b) The Seller has the corporate power and authority to execute
          and deliver this Agreement and to carry out its terms; the Seller has
          full power and authority to sell and assign the property to be sold
          and assigned to and deposited with the Trust and the Seller 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 Agreement has been duly authorized by the Seller
          by all necessary corporate action.

               (c) The consummation of the transactions contemplated by this
          Agreement and the fulfillment of the terms hereof do not conflict
          with, result in any breach of any of the terms and provisions of, or
          constitute (with or without notice or lapse of time) a default under,
          the articles of association or by-laws of the Seller, or any material
          indenture, agreement or other instrument to which the Seller 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 Seller's knowledge, any order, rule or regulation applicable to
          the Seller of any court or of any Federal or state regulatory body,
          administrative agency or other governmental instrumentality having
          jurisdiction over the Seller or its properties.

          SECTION 2.11. REPRESENTATIONS AND WARRANTIES OF THE HOLDER OF THE GP
INTEREST. ________________, as intended holder of the GP Interest, hereby
represents and warrants to the Owner Trustee, as of the Closing Date, that:

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

               (b) It 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
          property or the conduct of its business shall require such
          qualifications.

               (c) It has the corporate power and authority to execute and
          deliver this Agreement and to carry out its terms and the execution,
          delivery and performance of this Agreement has been duly authorized by
          all necessary corporate action.

               (d) The consummation of the transactions contemplated by this
          Agreement and the fulfillment of the terms hereof do not conflict
          with, result in any breach of any of the terms and provisions of, or
          constitute (with or without notice or lapse of time) a default under
          its articles of incorporation or bylaws, or any indenture, agreement
          or other instrument to which it 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; nor violate any law or, to the best of its
          knowledge, any order, rule or regulation applicable to it of any court
          or of any Federal or state regulatory body, administrative agency or
          other governmental instrumentality having jurisdiction over it or its
          properties.

               (e) It has been duly capitalized by the delivery of a demand note
          (the "Demand Note") from the Seller in the amount of $__________,
          which Demand Note has not been canceled, waived or terminated. The
          proceeds of such Demand Note have not been used and will not be used
          to pay (i) any of the expenses of the holder of the GP Interest in
          connection with the transactions contemplated by the Basic Documents
          or (ii) the purchase price for the Certificates purchased pursuant to
          Section 2.7. Such Demand Note is enforceable against the Seller,
          subject to its terms, and subject to applicable bankruptcy,
          insolvency, moratorium, fraudulent conveyance, reorganization and
          similar laws now or hereafter in effect relating to creditors' rights
          generally or the rights of creditors of banks the deposit accounts of
          which are insured by the Federal Deposit Insurance Corporation and
          subject to general principles of equity (whether applied in a
          proceeding at law or in equity).

          SECTION 2.12. FEDERAL INCOME TAX ALLOCATIONS. Net income of the Trust
for any month as determined for Federal income tax purposes (and each item of
income, gain, loss, credit and deduction entering into the computation thereof)
shall be allocated:

               (a) to the extent of available net income, among the
          Certificateholders as of the first Record Date following the end of
          such month, in proportion to their ownership of principal amount of
          Trust Certificates on such date, an amount of net income up to the sum
          of (i) the Certificateholders' Monthly Interest Distributable Amount
          for such month, (ii) interest on the excess, if any, of the
          Certificateholders' Interest Distributable Amount for the preceding
          Distribution Date over the amount in respect of interest at the
          Certificate Rate that is actually deposited in the Certificate
          Distribution Account on such preceding Distribution Date, to the
          extent permitted by law, at the Certificate Rate from such preceding
          Distribution Date through the current Distribution Date, and (iii) the
          portion of the market discount on the Mortgage Loans accrued during
          such month that is allocable to the excess of the initial aggregate
          principal amount of the Trust Certificates over their initial
          aggregate issue price; and

               (b) to the holder of the GP Interest, to the extent of any
          remaining net income.

If the net income of the Trust for any month is insufficient for the allocations
described in clause (a) above, subsequent net income shall first be allocated to
make up such shortfall before being allocated as provided in clause (b). Net
losses of the Trust, if any, for any month as determined for Federal income tax
purposes (and each item of income, gain, loss, credit and deduction entering
into the computation thereof) shall be allocated to the holder of the GP
Interest to the extent the holder of the GP Interest is reasonably expected as
determined by the Master Servicer to bear the economic burden of such net
losses, then net losses shall be allocated among the Certificateholders as of
the first Record Date following the end of such month in proportion to their
ownership of principal amount of Trust Certificates on such Record Date until
the principal balance of the Trust Certificates is reduced to zero. The holder
of the GP Interest is authorized to modify the allocations in this paragraph if
necessary or appropriate, in its sole discretion, for the allocations to fairly
reflect the economic income, gain or loss to the holder of the GP Interest, the
Certificateholders, or as otherwise required by the Code.

                                   ARTICLE III

                  Trust Certificates and Transfer of Interests

          SECTION 3.1. INITIAL OWNERSHIP. Upon the formation of the Trust by the
contribution by the Seller pursuant to Section 2.5 and until the issuance of the
Trust Certificates, the Seller shall be the sole beneficiary of the Trust.

          SECTION 3.2. THE TRUST CERTIFICATES. The Trust Certificates shall be
issued in denominations of $1,000 and integral multiples thereof; provided,
however, that (a) Trust Certificates may be issued to the holder of the GP
Interest pursuant to Section 2.7 in such denominations as to represent at least
1% of the initial Certificate Balance and (b) one Trust Certificate may be
issued in a denomination other than an integral multiple of $1,000. The Trust
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee. Trust Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Trust Certificates or did not hold such offices at the date of authentication
and delivery of such Trust Certificates. A transferee of a Trust Certificate
shall become a Certificateholder, and shall be entitled to the rights and
subject to the obligations of a Certificateholder hereunder, upon due
registration of such Trust Certificate in such transferee's name pursuant to
Section 3.4.

          SECTION 3.3. AUTHENTICATION OF TRUST CERTIFICATES. Concurrently with
the initial sale of the Mortgage Loans to the Trust pursuant to the Master
Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an
aggregate principal amount equal to the initial Certificate Balance to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Seller, signed by its chairman of the board, its president
or any vice president, without further corporate action by the Seller, in
authorized denominations. No Trust Certificate shall entitle its holder to any
benefit under this Agreement, or shall be valid for any purpose, unless there
shall appear on such Trust Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee
or _____________, as the Owner Trustee's authenticating agent, by manual
signature; such authentication shall constitute conclusive evidence that such
Trust Certificate shall have been duly authenticated and delivered hereunder.
All Trust Certificates shall be dated the date of their authentication.

          SECTION 3.4. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
CERTIFICATES. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.8, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Owner
Trustee shall provide for the registration of Trust Certificates and of
transfers and exchanges of Trust Certificates as herein provided. The Owner
Trustee shall be the initial Certificate Registrar.

          Upon surrender for registration of transfer of any Trust Certificate
at the office or agency maintained pursuant to Section 3.8, 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 Trust Certificates in
authorized denominations of a like class and aggregate face amount dated the
date of authentication by the Owner Trustee or any authenticating agent. At the
option of a Holder, Trust Certificates may be exchanged for other Trust
Certificates of the same class in authorized denominations of a like aggregate
amount upon surrender of the Trust Certificates to be exchanged at the office or
agency maintained pursuant to Section 3.8.

          Every Trust Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Certificateholder or his attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution" meeting
the requirements of the Certificate Registrar, which requirements include
membership or participation in the Securities Transfer Agent's Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Certificate Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Exchange Act. Each Trust Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed
of by the Owner Trustee in accordance with its customary practice.

          No service charge shall be made for any registration of transfer or
exchange of Trust 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 Trust Certificates.

          SECTION 3.5. MUTILATED, DESTROYED, LOST OR STOLEN TRUST CERTIFICATES.
If (a) any mutilated Trust 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 Trust Certificate and (b)
there shall be delivered to the Certificate Registrar and the Owner Trustee such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Trust Certificate shall have been
acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust
shall execute and the Owner Trustee or _______________, as the Owner Trustee's
authenticating agent, shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust
Certificate of like class, tenor and denomination. In connection with the
issuance of any new Trust Certificate under this Section, the Owner Trustee or
the Certificate Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Trust
Certificate shall be found at any time.

          SECTION 3.6. PERSONS DEEMED CERTIFICATEHOLDERS. Every person by virtue
of becoming a Certificateholder or Owner in accordance with this Agreement shall
be deemed to be bound by the terms of this Agreement. Prior to due presentation
of a Trust Certificate for registration of transfer, the Owner Trustee or the
Certificate Registrar may treat the Person in whose name any Trust Certificate
shall be registered in the Certificate Register as the Owner of such Trust
Certificate for the purpose of receiving distributions pursuant to Section 5.2
and for all other purposes whatsoever, and neither the Owner Trustee nor the
Certificate Registrar shall be bound by any notice to the contrary.

          SECTION 3.7. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES. The Owner Trustee shall furnish or cause to be furnished to the
Master Servicer, the Seller and the holder of the GP Interest, within ____ days
after receipt by the Owner Trustee of a request therefor from the Master
Servicer, the Seller or the holder of the GP Interest in writing, a list, in
such form as the Master Servicer, the Seller or the holder of the GP Interest
may reasonably require, of the names and addresses of the Certificateholders as
of the most recent Record Date. If three or more Holders of Trust Certificates
or one or more Holders of Trust Certificates evidencing not less than 25% of the
Certificate Balance apply in writing to the Owner Trustee, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Trust
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Owner Trustee shall, within
five Business Days after the receipt of such application, afford such applicants
access during normal business hours to the current list of Certificateholders.
Each Holder, by receiving and holding a Trust Certificate, shall be deemed to
have agreed not to hold either the Seller 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 3.8. MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee shall
maintain in the Borough of Manhattan, The City of New York, an office or offices
or agency or agencies where Trust 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 Trust Certificates and the Basic Documents
may be served. The Owner Trustee initially designates _____________________ as
its principal corporate trust office for such purposes. The Owner Trustee shall
give prompt written notice to the Seller and to the Certificateholders of any
change in the location of the Certificate Register or any such office or agency.

          SECTION 3.9. APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.2 and shall report the amounts of such distributions to
the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Owner Trustee may revoke such power and
remove the Paying Agent if the Owner Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect. The Paying Agent shall initially be the Owner
Trustee, and any co-paying agent chosen by the Owner Trustee, and acceptable to
the Master Servicer. The Paying Agent shall be permitted to resign upon 30 days'
written notice to the Owner Trustee and the Master Servicer. In the event that
the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall
appoint a successor to act as Paying Agent (which shall be a bank or trust
company). The Owner Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Owner Trustee to execute and deliver to
the Owner Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Owner Trustee that as Paying Agent,
such successor Paying Agent or additional Paying Agent will hold all sums, if
any, held by it for payment to the Certificateholders in trust for the benefit
of the Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. The Paying Agent shall return all unclaimed funds to the
Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Owner Trustee. The provisions of
Sections 7.1, 7.3, 7.4 and 8.1 shall apply to the Owner Trustee also in its role
as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and,
to the extent applicable, to any other paying agent appointed hereunder. Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

          SECTION 3.10. RESERVED.

          SECTION 3.11. RESERVED.

          SECTION 3.12. DISPOSITION BY THE HOLDER OF THE GP INTEREST. On and
after the Closing Date, the holder of the GP Interest shall retain beneficial
and record ownership of Trust Certificates representing at least 1% of the
initial Certificate Balance. Any attempted transfer of any Trust Certificate
that would reduce such interest of the holder of the GP Interest below 1% of the
Certificate Balance shall be void. The Owner Trustee shall cause any Trust
Certificate issued to the holder of the GP Interest to contain a legend stating
"THIS CERTIFICATE IS NOT TRANSFERABLE".

          SECTION 3.13. RESERVED.

          SECTION 3.14. BOOK-ENTRY TRUST CERTIFICATES. The Trust Certificates,
upon original issuance, will be issued in the form of a typewritten Trust
Certificate or Trust Certificates representing Book-Entry Trust Certificates, to
be delivered to The Depository Trust Company, the initial Clearing Agency, by or
on behalf of the Trust; provided, however, that one Definitive Certificate (as
defined below) may be issued to GP Holder, Inc., as holder of the GP Interest
pursuant to Section 2.7. Such Book-Entry Trust Certificate or Trust Certificates
shall initially be registered on the Certificate Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no beneficial owner (other
than the Seller and the holder of the GP Interest) will receive a definitive
Trust Certificate representing such beneficial owner's interest in such Trust
Certificate, except as provided in Section 3.16. Unless and until Definitive
Trust Certificates have been issued to beneficial owners pursuant to Section
3.16:

               (i) the provisions of this Section shall be in full force and
          effect;

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

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

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

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

          SECTION 3.15. NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Owners is required under this Agreement, unless and until
Definitive Trust Certificates shall have been issued to Owners pursuant to
Section 3.16, the Owner Trustee shall give all such notices and communications
specified herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners, except to the holder of the GP Interest.

          SECTION 3.16. DEFINITIVE TRUST CERTIFICATES. If (i) the Master
Servicer advises the Owner Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Trust Certificates, and the Master Servicer is unable to locate a
qualified successor, (ii) the Master Servicer at its option advises the Owner
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of an Event of Default, Owners of
Certificates representing beneficial interests aggregating at least a majority
of the Certificate Balance advise the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interest of the Owners of Trust Certificates, then the Clearing Agency
shall notify all Owners and the Owner Trustee of the occurrence of any such
event and of the availability of the Definitive Trust Certificates to Owners
requesting the same. Upon surrender to the Owner Trustee of the typewritten
Trust Certificate or Trust Certificates representing the Book-Entry Trust
Certificates by the Clearing Agency, accompanied by registration instructions,
the Owner Trustee shall execute and authenticate the Definitive Trust
Certificates in accordance with the instructions of the Clearing Agency. Neither
the Certificate Registrar nor the Owner Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Trust Certificates, the Owner Trustee shall recognize the Holders of the
Definitive Trust Certificates as Certificateholders. The Definitive Trust
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Owner Trustee, as evidenced
by its execution thereof.

                                   ARTICLE IV

                            Actions by Owner Trustee

          SECTION 4.1. PRIOR NOTICE TO OWNERS WITH RESPECT TO CERTAIN MATTERS.
With respect to the following matters, the Owner Trustee shall not take action
unless at least ___ 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 _____ day after such notice is given that such Certificateholders
have withheld consent or provided alternative direction:

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

               (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 Noteholder is required;

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

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

               (f) the appointment pursuant to the Indenture of a successor
          Trustee or the consent to the assignment by the Note Registrar, Paying
          Agent or Trustee or Certificate Registrar of its obligations under the
          Indenture or this Agreement, as applicable. The Owner Trustee shall
          notify the Certificateholders in writing of any appointment of a
          successor Note Registrar, Paying Agent or Certificate Registrar within
          five Business Days thereof.

          SECTION 4.2. ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN
MATTERS. The Owner Trustee shall not have the power, except upon the direction
of the Certificateholders, to (a) remove the Master Servicer under the Master
Servicing Agreement pursuant to Section ____ thereof or (b) except as expressly
provided in the Basic Documents, sell the Mortgage Loans after the termination
of the Indenture. The Owner Trustee shall take the actions referred to in the
preceding sentence only upon written instructions signed by the
Certificateholders.

          SECTION 4.3. 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 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 4.4. RESTRICTIONS ON CERTIFICATEHOLDERS' POWER. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the Basic
Documents or would be contrary to Section 2.3 nor shall the Owner Trustee be
obligated to follow any such direction, if given.

          SECTION 4.5. MAJORITY CONTROL. Except as expressly provided herein,
any action that may be taken by the Certificateholders under this Agreement may
be taken by the Holders of Trust Certificates evidencing not less than a
majority of the Certificate Balance. Except as expressly provided herein, any
written notice of the Certificateholders delivered pursuant to this Agreement
shall be effective if signed by Holders of Certificates evidencing not less than
a majority of the Certificate Balance at the time of the delivery of such
notice.

                                    ARTICLE V

                   Application of Trust Funds: Certain Duties

          SECTION 5.1. ESTABLISHMENT OF CERTIFICATE DISTRIBUTION ACCOUNT. The
Owner Trustee, for the benefit of the Certificateholders, shall establish and
maintain in the name of the Trust an Eligible Deposit Account (the "Certificate
Distribution Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders. Except as
otherwise provided herein, the Certificate Distribution Account shall be under
the sole dominion and control of the Owner Trustee for the benefit of the
Certificateholders.

          SECTION 5.2. APPLICATION OF FUNDS IN CERTIFICATE DISTRIBUTION ACCOUNT.

               (a) On each Distribution Date, the Owner Trustee will, based on
          the information contained in the Master Servicer's Certificate
          delivered on the related Determination Date pursuant to Section ____
          of the Master Servicing Agreement, distribute to Certificateholders,
          to the extent of the funds available, amounts deposited in the
          Certificate Distribution Account pursuant to Section ____ of the
          Master Servicing Agreement on such Distribution Date in the following
          order of priority:

                    (i) first, to the Certificateholders, on a pro rata basis,
               an amount equal to the Certificateholders' Interest Distributable
               Amount; and

                    (ii) second, to the Certificateholders, on a pro rata basis,
               an amount equal to the Certificateholders' Principal
               Distributable Amount.

               (b) On each Distribution Date, the Owner Trustee shall send to
          each Certificateholder the statement provided to the Owner Trustee by
          the Master Servicer pursuant to Section ____ of the Master Servicing
          Agreement on such Distribution Date.

               (c) In the event that any withholding tax is imposed on the
          Trust's payment (or allocations of income) to a Certificateholder,
          such tax shall reduce the amount otherwise distributable to the
          Certificateholder in accordance with this Section. The Owner Trustee
          is hereby authorized and directed to retain 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 Trust 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-US Certificateholder), the Owner Trustee may in
          it sole discretion withhold such amounts in accordance with this
          clause (c). In the event that an Owner wishes to apply for a refund of
          any such withholding tax, the Owner Trustee shall reasonably cooperate
          with such Certificateholder in making such claim so long as such
          Certificateholder agrees to reimburse the Owner Trustee for any
          out-of-pocket expenses incurred.

          SECTION 5.3. RESERVED.

          SECTION 5.4. METHOD OF PAYMENT. Subject to Section 9.1(c),
distributions required to be made to Certificateholders on any Distribution Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of such
Holder at a bank or other entity having appropriate facilities therefor, if (i)
such Certificateholder shall have provided to the Certificate Registrar
appropriate written instructions at least five Business Days prior to such
Distribution Date and such Holder's Trust Certificates in the aggregate evidence
a denomination of not less than $____________ or (ii) such Certificateholder is
the holder of the GP Interest, or an Affiliate thereof, or, if not, by check
mailed to such Certificateholder at the address of such holder appearing in the
Certificate Register; provided, however, that, unless Definitive Certificates
have been issued pursuant to Section 3.16, with respect to Trust Certificates
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), distributions will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Notwithstanding the foregoing, the final distribution in respect of any
Trust Certificate (whether on the Final Scheduled Distribution Date or
otherwise) will be payable only upon presentation and surrender of such Trust
Certificate at the office or agency maintained for that purpose by the Owner
Trustee pursuant to Section 3.8.

          SECTION 5.5. NO SEGREGATION OF MONIES; NO INTEREST. Subject to
Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law and may be
deposited under such general conditions as may be prescribed by law, and the
Owner Trustee shall not be liable for any interest thereon.

          SECTION 5.6. ACCOUNTING AND REPORTS TO THE NOTEHOLDERS,
CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections
____ and ____ of the Master Servicing Agreement, the holder of the GP Interest
shall (a) maintain (or cause to be maintained) the books of the Trust on a
calendar year basis on the accrual method of accounting, (b) deliver (or cause
to be delivered) to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required (including
Schedule K-1) to enable each Certificateholder to prepare its Federal and state
income tax returns, (c) file or cause to be filed such tax returns relating to
the Trust (including a partnership information return, Form 1065), and direct
the Owner Trustee to make such elections as may from time to time be required or
appropriate under any applicable state or Federal statute or rule or regulation
thereunder so as to maintain the Trust's characterization as a partnership for
Federal income tax purposes and (d) collect or cause to be collected any
withholding tax as described in and in accordance with Section 5.2(c) with
respect to income or distributions to Certificateholders. The Owner Trustee
shall make all elections pursuant to this Section as directed by the holder of
the GP Interest. The Owner Trustee shall sign all tax information returns filed
pursuant to this Section 5.6 and any other returns as may be required by law,
and in doing so shall rely entirely upon, and shall have no liability for
information provided by, or calculations provided by, the holder of the GP
Interest. The Owner Trustee shall elect under Section 1278 of the Code to
include in income currently any market discount that accrues with respect to the
Mortgage Loans. The Owner Trustee shall not make the election provided under
Section 754 of the Code.

          SECTION 5.7. SIGNATURE ON RETURNS; TAX MATTERS PARTNER. (a)
Notwithstanding the provisions of Section 5.6, the Owner Trustee shall sign on
behalf of the Trust the tax returns of the Trust, unless applicable law requires
a Certificateholder or an Owner to sign such documents, in which case such
documents shall be signed by the holder of the GP Interest.

               (b) The holder of the GP Interest shall be the "tax matters
          partner" of the Trust pursuant to the Code.

                                   ARTICLE VI

                      Authority and Duties of Owner Trustee

          SECTION 6.1. GENERAL AUTHORITY. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is named
as a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is named as a party and
any amendment thereto, in each case, in such form as the Seller shall approve as
evidenced conclusively by the Owner Trustee's execution thereof, and on behalf
of the Trust, to direct the Trustee to authenticate and deliver [LIST THE
CLASSES OF NOTES AND AGGREGATE CURRENT PRINCIPAL AMOUNT(S)]. 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
Master Servicer recommends with respect to the Basic Documents.

          SECTION 6.2. 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 Agreement and the Master Servicing Agreement and to administer
the Trust in the interest of the Owners, subject to the Basic Documents and in
accordance with the provisions of this Agreement. Notwithstanding the foregoing,
the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents to the extent the
Master Servicer has agreed in the Master Servicing Agreement to perform any act
or to discharge any duty of the Owner Trustee hereunder or under any Basic
Document, and the Owner Trustee shall not be liable for the default or failure
of the Master Servicer to carry out its obligations under the Master Servicing
Agreement.

          SECTION 6.3. ACTION UPON INSTRUCTION.

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

               (c) Whenever the Owner Trustee is unable to decide between
          alternative courses of action permitted or required by the terms of
          this Agreement or any Basic Document, the Owner Trustee shall promptly
          give notice (in such form as shall be appropriate under the
          circumstances) to the Certificateholders 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 Agreement or the Basic
          Documents, as it shall deem to be in the best interests of the
          Certificateholders, and shall have no liability to any Person for such
          action or inaction.

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

          SECTION 6.4. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or in any document or written instruction received by the
Owner Trustee pursuant to Section 6.3; and no implied duties or obligations
shall be read into this Agreement or any Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Commission filing for the Trust or to
record this Agreement or any Basic Document. The Owner Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any Liens on any part of the 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 6.5. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents
and (iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 6.3.

          SECTION 6.6. RESTRICTIONS. The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section 2.3
or (b) that, to the actual knowledge of the Owner Trustee, would result in the
Trust's becoming taxable as a corporation for Federal income tax purposes. The
Certificateholders shall not direct the Owner Trustee to take action that would
violate the provisions of this Section.

                                   ARTICLE VII

                          Concerning the Owner Trustee

          SECTION 7.1. ACCEPTANCE OF TRUSTS AND DUTIES. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Owner Trust Estate upon the terms of the Basic Documents and this
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, bad faith or negligence or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 7.3 expressly made by the Owner
Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

               (a) the Owner Trustee shall not be liable for any error of
          judgment made by a Responsible Officer of the Owner Trustee;

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

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

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

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

               (f) the Owner Trustee shall not be liable for the default or
          misconduct of the Trustee or the Master 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 Agreement or the Basic Documents that are required to be
          performed by the Trustee under the Indenture or the Master Servicer
          under the Master Servicing Agreement; and

               (g) the Owner Trustee shall be under no obligation to exercise
          any of the rights or powers vested in it by this Agreement, or to
          institute, conduct or defend any litigation under this Agreement or
          otherwise or in relation to this Agreement or any Basic Document, at
          the request, order or direction of any of the 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 Agreement or in any Basic Document shall not be
          construed as a duty, and the Owner Trustee shall not be answerable for
          other than its negligence, bad faith or willful misconduct in the
          performance of any such act.

          SECTION 7.2. FURNISHING OF DOCUMENTS. The Owner Trustee shall furnish
to the Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents.

          SECTION 7.3. REPRESENTATIONS AND WARRANTIES. The Owner Trustee hereby
represents and warrants to the Seller, for the benefit of the
Certificateholders, that:

               (a) It is a duly organized and validly existing in good standing
          under the laws of the _______________ and having an office within the
          State of New York. It has all requisite corporate power and authority
          to execute, deliver and perform its obligations under this Agreement.

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

               (c) Neither the execution nor the delivery by it of this
          Agreement, nor the consummation by it of the transactions contemplated
          hereby nor compliance by it with any of the terms or provisions hereof
          will contravene any federal, Delaware, New York or ____________ state
          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 by-laws or any
          indenture, mortgage, contract, agreement or instrument to which it is
          a party or by which any of its properties may be bound.

          SECTION 7.4. 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 the
          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,
          secretary or other authorized officers of the relevant party, as to
          such fact or matter, and such certificate shall constitute full
          protection to the Owner Trustee for any action taken or omitted to be
          taken by it in good faith in reliance thereon.

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

          SECTION 7.5. NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided in
this Article VII, in accepting the trusts hereby created acts solely as Owner
Trustee hereunder and not in its individual capacity and all Persons having any
claim against the Owner Trustee by reason of the transactions contemplated by
this Agreement or any Basic Document shall look only to the Owner Trust Estate
for payment or satisfaction thereof.

          SECTION 7.6. OWNER TRUSTEE NOT LIABLE FOR TRUST CERTIFICATES OR
MORTGAGE LOANS. The recitals contained herein and in the Trust Certificates
(other than the signature and countersignature of the Owner Trustee on the Trust
Certificates) shall be taken as the statements of the Seller and the Owner
Trustee assumes no responsibility for the correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Agreement, of
any Basic Document or of the Trust Certificates (other than the signature and
countersignature of the Owner Trustee on the Trust Certificates) or the Notes,
or of any Mortgage Loan or related documents. The Owner Trustee shall at no time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage Loan, or the perfection and priority
of any security interest created by any Mortgage Loan in any Mortgaged Property
or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Owner Trust Estate or its ability to generate the
payments to be distributed to Certificateholders under this Agreement or the
Noteholders under the Indenture, including, without limitation: the existence,
condition and ownership of any Mortgaged Property; the existence and
enforceability of any insurance thereon; the existence and contents of any
Mortgage Loan on any computer or other record thereof; the validity of the
assignment of any Mortgage Loan to the Trust or of any intervening assignment;
the completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan; the compliance by the Seller or the Master Servicer 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 Trustee or the Master Servicer or any subservicer taken in the name of the
Owner Trustee.

          SECTION 7.7. OWNER TRUSTEE MAY OWN TRUST CERTIFICATES AND NOTES. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Seller, the Trustee
and the Master Servicer in banking transactions with the same rights as it would
have if it were not Owner Trustee.

                                  ARTICLE VIII

                          Compensation of Owner Trustee

          SECTION 8.1. 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 between the Seller and the Owner
Trustee, and the Owner Trustee shall be entitled to be reimbursed by the holder
of the GP Interest for its other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder.

          SECTION 8.2. INDEMNIFICATION. The holder of the GP Interest shall be
liable as primary obligor for, and shall indemnify the Owner Trustee and its
successors, assigns, agents and servants (collectively, the "Indemnified
Parties") from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of any
kind and nature whatsoever (collectively, "Expenses") which may at any time be
imposed on, incurred by, or asserted against the Owner Trustee or any
Indemnified Party in any way relating to or arising out of this Agreement, the
Basic Documents, the Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner Trustee hereunder, except only
that the holder of the GP Interest shall not be liable for or required to
indemnify the Owner Trustee from and against Expenses arising or resulting from
any of the matters described in the third sentence of Section 7.1. The
indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. In any
event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section, the Owner Trustee's choice of legal counsel shall be
subject to the approval of the holder of the GP Interest, which approval shall
not be unreasonably withheld.

          SECTION 8.3. PAYMENTS TO THE OWNER TRUSTEE. Any amounts paid to the
Owner Trustee pursuant to this Article VIII shall be deemed not to be a part of
the Owner Trust Estate immediately after such payment.

                                   ARTICLE IX

                         Termination of Trust Agreement

          SECTION 9.1. TERMINATION OF TRUST AGREEMENT.

               (a) This Agreement (other than Article VIII) and the Trust shall
          terminate and be of no further force or effect, (i) upon the final
          distribution by the Owner Trustee of all moneys or other property or
          proceeds of the Owner Trust Estate in accordance with the terms of the
          Indenture, the Master Servicing Agreement and Article V or (ii) at the
          time provided in Section 9.2. The bankruptcy, liquidation,
          dissolution, death or incapacity of any Certificateholder or Owner,
          other than the holder of the GP Interest as described in Section 9.2,
          shall not (x) operate to terminate this Agreement or the Trust, or (y)
          entitle such Certificateholder's or Owner's legal representatives or
          heirs to claim an accounting or to take any action or proceeding in
          any court for a partition or winding up of all or any part of the
          Trust or Owner Trust Estate or (z) otherwise affect the rights,
          obligations and liabilities of the parties hereto.

               (b) Except as provided in clause (a), neither the Seller nor the
          holder of the GP Interest nor any Certificateholder shall be entitled
          to revoke or terminate the Trust.

               (c) Notice of any termination of the Trust, specifying the
          Distribution Date upon which the Certificateholders shall surrender
          their Trust Certificates to the Paying Agent for payment of the final
          distribution and cancellation, shall be given by the Owner Trustee by
          letter to Certificateholders mailed within five Business Days of
          receipt of notice of such termination from the Master Servicer given
          pursuant to Section ____ of the Master Servicing Agreement, stating
          (i) the Distribution Date upon or with respect to which final payment
          of the Trust Certificates shall be made upon presentation and
          surrender of the Trust Certificates at the office of the Paying Agent
          therein designated, (ii) the amount of any such final payment and
          (iii) that the Record Date otherwise applicable to such Distribution
          Date is not applicable, payments being made only upon presentation and
          surrender of the Trust Certificates at the office of the Paying Agent
          therein specified. The Owner Trustee shall give such notice to the
          Certificate Registrar (if other than the Owner Trustee) and the Paying
          Agent at the time such notice is given to Certificateholders. Upon
          presentation and surrender of the Trust Certificates, the Paying Agent
          shall cause to be distributed to Certificateholders amounts
          distributable on such Distribution Date pursuant to Section 5.2.

               In the event that all of the Certificateholders shall not
          surrender their Trust Certificates for cancellation within six months
          after the date specified in the above mentioned written notice, the
          Owner Trustee shall give a second written notice to the remaining
          Certificateholders to surrender their Trust Certificates for
          cancellation and receive the final distribution with respect thereto.
          If within one year after the second notice all the Trust Certificates
          shall not have been surrendered for cancellation, the Owner Trustee
          may take appropriate steps, or may appoint an agent to take
          appropriate steps, to contact the remaining Certificateholders
          concerning surrender of their Trust Certificates, and the cost thereof
          shall be paid out of the funds and other assets that shall remain
          subject to this Agreement. Any funds remaining in the Trust after
          exhaustion of such remedies shall be distributed, subject to
          applicable escheat laws, by the Owner Trustee to the holder of the GP
          Interest.

               (d) Any funds remaining in the Trust after funds for final
          distribution have been distributed or set aside for distribution shall
          be distributed by the Owner Trustee to the holder of the GP Interest
          (other than any amounts remaining in the Reserve Account which shall
          be distributed to the Seller).

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

          SECTION 9.2. DISSOLUTION UPON BANKRUPTCY OF THE HOLDER OF THE GP
INTEREST. In the event that an Insolvency Event shall occur with respect to the
holder of the GP Interest, this Agreement shall be terminated in accordance with
Section 9.1 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 Certificateholders holding a majority of the Certificate
Balance (other than the holder of the GP Interest) to the effect that each such
party disapproves of the liquidation of the Mortgage Loans and termination of
the Trust. Promptly after the occurrence of any Insolvency Event with respect to
the holder of the GP Interest, (i) the holder of the GP Interest shall give the
Trustee and the Owner Trustee written notice of such Insolvency Event, (ii) the
Owner Trustee shall, upon the receipt of such written notice from the holder of
the GP Interest, give prompt written notice to the Certificateholders and the
Trustee of the occurrence of such event and (iii) the Trustee shall, upon
receipt of written notice of such Insolvency Event from the Owner Trustee or the
holder of the GP Interest, give prompt written notice to the Noteholders of the
occurrence of such event; 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 9.2.
Upon a termination pursuant to this Section, the Owner Trustee shall direct the
Trustee promptly to sell the assets of the Owner Trust Estate in a commercially
reasonable manner and on commercially reasonable terms. The proceeds of such a
sale of the assets of the Trust shall be treated as collections under the Master
Servicing Agreement and shall be distributed in accordance with Section 9.1(b)
thereof.

                                    ARTICLE X

             Successor Owner Trustees and Additional Owner Trustees

          SECTION 10.1. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner
Trustee shall at all times be a corporation authorized to exercise corporate
trust powers; and having a combined capital and surplus of at least
$______________ and subject to supervision or examination by Federal or state
authorities. If such corporation shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Owner Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Owner Trustee shall resign immediately in
the manner and with the effect specified in Section 10.2. In addition, at all
times the Owner Trustee or a co-trustee shall be a person that satisfies the
requirements of Section 3807(a) of the Business Trust Statute (the "Delaware
Trustee").

          SECTION 10.2. RESIGNATION OR REMOVAL OF OWNER TRUSTEE. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Master Servicer. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee. If no successor Owner Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

          If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Master Servicer, 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 Master Servicer may remove the Owner
Trustee. If the Master Servicer shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Master Servicer 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 payment of all fees owed
to the outgoing Owner Trustee.

          Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Master Servicer shall provide notice of such
resignation or removal of the Owner Trustee to each of the Rating Agencies.

          SECTION 10.3. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Master Servicer and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of its fees and expenses deliver to
the successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the Master Servicer and the predecessor Owner Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.

          No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.1.

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

          SECTION 10.4. MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall be the successor of the Owner Trustee
hereunder, provided such corporation shall be eligible pursuant to Section 10.1,
without the execution or filing of any instrument or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding;
provided further that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

          SECTION 10.5. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Mortgaged Property may at the time be located,
the Master Servicer 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 Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate 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 Master
Servicer and the Owner Trustee may consider necessary or desirable. If the
Master Servicer 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. Pursuant to the Co-Trustee Agreement, dated as
of ______________, 200_, between and , the Owner Trustee shall appoint as a
co-trustee hereunder for the purpose of his acting as Delaware Trustee and such
agreement is hereby incorporated herein by reference. If the Delaware Trustee
shall die, become incapable of acting, resign or be removed, unless the Owner
Trustee is qualified to act as Delaware Trustee, a successor co-trustee shall
promptly be appointed in the manner specified in this Section 10.5 to act as
Delaware Trustee. No co-trustee or separate trustee under this Agreement shall
be required to meet the terms of eligibility as a successor trustee pursuant to
Section 10.1 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.3.

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

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

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

               (iii) the Master Servicer and the Owner Trustee acting jointly
          may at any time accept the resignation of or remove any separate
          trustee or co-trustee.

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

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

                                   ARTICLE XI

                                  Miscellaneous

          SECTION 11.1. SUPPLEMENTS AND AMENDMENTS. This Agreement may be
amended by the Seller and the Owner Trustee, with prior written notice to the
Rating Agencies, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity or defect, to correct or supplement
any provisions in this Agreement or for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions in this Agreement
or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Noteholder or Certificateholder.

          This Agreement may also be amended from time to time by the Seller and
the Owner Trustee, with prior written notice to the Rating Agencies, with the
consent of the Holders of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes and, to the extent affected thereby, the consent
of the Holders of Certificates evidencing not less than a majority of the
Certificate Balance for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or the Certificateholders;
provided, however, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on Mortgage Loans or distributions that shall be required to be made
for the benefit of the Noteholders or the Certificateholders or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes and the [Current
Principal Amount] required to consent to any such amendment, without the consent
of the Holders of all the outstanding Notes and Holders of all outstanding
Certificates.

          Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Trustee and each of the
Rating Agencies.

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

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

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

          SECTION 11.2. NO LEGAL TITLE TO OWNER TRUST ESTATE IN
CERTIFICATEHOLDERS. 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 ownership 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 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 11.3. LIMITATIONS ON RIGHTS OF OTHERS. Except for Section 2.7,
the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Seller, the Certificateholders, the Master Servicer and, to the
extent expressly provided herein, the Trustee and the Noteholders, and nothing
in this Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Owner Trust
Estate or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

          SECTION 11.4. 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 personally delivered, delivered by overnight
          courier or mailed certified mail, return receipt requested and shall
          be deemed to have been duly given upon receipt, if to the Owner
          Trustee, addressed to ______________________; if to the Seller,
          addressed to Structured Asset Mortgage Investments Inc., 245 Park
          Avenue, New York, New York 10167, Attention: ____________; if to the
          holder of the GP Interest, 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 Agreement
          shall be conclusively presumed to have been duly given, whether or not
          the Certificateholder receives such notice.

          SECTION 11.5. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          SECTION 11.6. SEPARATE COUNTERPARTS. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

          SECTION 11.7. SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the Seller,
the holder of the GP Interest, the Owner Trustee and its successors and each
Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a Certificateholder shall bind the successors and assigns of such
Certificateholder.

          SECTION 11.8. RESERVED.

          SECTION 11.9. NO PETITION. The Owner Trustee (not in its individual
capacity but solely as Owner Trustee), by entering into this Agreement, each
Certificateholder, by accepting a Trust Certificate, and the Trustee and each
Noteholder by accepting the benefits of this Agreement, hereby covenants and
agrees that they will not at any time institute against the holder of the GP
Interest, or join in any institution against the holder of the GP Interest 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
Trust Certificates, the Notes, this Agreement or any of the Basic Documents.

          SECTION 11.10. NO RECOURSE. Each Certificateholder by accepting a
Trust Certificate acknowledges that such Certificateholder's Trust Certificates
represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Seller, the Master Servicer, the holder of the GP
Interest, the Owner Trustee, the Trustee or any Affiliate thereof and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated in this Agreement, the Trust Certificates or
the Basic Documents.

          SECTION 11.11. HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

          SECTION 11.12. GOVERNING LAW. THIS 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 11.13. TRUST CERTIFICATE TRANSFER RESTRICTIONS. The Trust
Certificates may not be acquired by or for the account of (i) an employee
benefit plan (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of
Title 1 of ERISA, (ii) a plan described in Section 4975(e) (1) of the Code, or
(iii) any entity whose underlying assets include plan assets by reason of a
plan's investment in the entity (each, a "Benefit Plan"). By accepting and
holding a Trust Certificate, the Holder thereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.

          SECTION 11.14. MASTER SERVICER. The Master Servicer is authorized to
execute on behalf of the Trust all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust to
prepare, file or deliver pursuant to the Basic Documents. Upon written request,
the Owner Trustee shall execute and deliver to the Master Servicer a power of
attorney appointing the Master Servicer the Trust's agent and attorney-in-fact
to execute all such documents, reports, filings, instruments, certificates and
opinions.



<PAGE>


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

                                        [OWNER TRUSTEE],
                                        Owner Trustee


                                        By:  ____________________________
                                             Name:
                                             Title:


                                        STRUCTURED ASSET MORTGAGE
                                        INVESTMENTS INC.,
                                        Seller


                                        By: ____________________________
                                            Name:
                                            Title:

Accepted and Agreed with respect
to the provisions relating to the
intended holder of the GP Interest:

[INTENDED HOLDER OF GP INTEREST]

By: ____________________________
    Name:
    Title:



<PAGE>

                                                                     EXHIBIT A

NUMBER                                                     $___________
R-___________                                              CUSIP NO. _______


SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL
OF THIS TRUST CERTIFICATE IS DISTRIBUTABLE IN INSTALLMENTS AS SET FORTH IN THE
TRUST AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS TRUST
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
THIS CERTIFICATE IS NOT TRANSFERABLE1 STRUCTURED ASSET MORTGAGE INVESTMENTS
TRUST 200_-_ MORTGAGE-BACKED CERTIFICATE evidencing a beneficial ownership
interest in certain distributions of the Trust, as defined below, the property
of which includes a pool of (i) mortgage loans or participations therein secured
by one- to four-family residential properties, (ii) loans or participations
therein secured by multifamily residential properties, (iii) loans or
participations therein secured by security interests or similar liens on shares
in cooperative housing corporations and the related proprietary leases or
occupancy agreements, (iv) conditional sales contracts and installment sales or
loan agreements or participations therein secured by manufactured housing, (v)
mortgage pass-through securities issued or guaranteed by the Government National
Mortgage Association, the Federal National Mortgage Association, Freddie Mac
(formerly, Federal Home Loan Mortgage Corporation) or other governmental
agencies or government-sponsored agencies or (vi) privately issued
mortgage-backed securities sold to the Trust by Structured Asset Mortgage
Investments Inc. (This Trust Certificate does not represent an interest in or
obligation of Structured Asset Mortgage Investments Inc., or any of its
Affiliates, except to the extent described below.) THIS CERTIFIES THAT
__________________________ is the registered owner of _____________ DOLLARS
nonassessable, fully paid, beneficial ownership interest in certain
distributions of Structured Asset Mortgage Investments Trust 200_-_ (the
"Trust") formed by Structured Asset Mortgage Investments, Inc., a Delaware
corporation (the "Seller"). The Trust Certificates have a Certificate Rate of
__________% per annum.

______________________
1   To be inserted on the Certificate to be held by the holder of the GP
    Interest.


<PAGE>

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

by:                                        by:


                                           Authenticating Agent

                                           by:

The Trust was created pursuant to a Trust Agreement dated as of ____________,
200_ (the "Trust Agreement"), between the Seller and ________________, as owner
trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions
of which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the Trust
Agreement.

This Certificate is one of the duly authorized Trust Certificates designated as
Mortgage-Backed Certificates (herein called the "Trust Certificates"). Also
issued under the Indenture dated as of ____________, 200_, between the Trust and
____________, as trustee, are classes of Notes designated as [LIST THE CLASSES
OF NOTES]. This Trust 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 Trust Certificate by virtue of the acceptance hereof assents and
by which such holder is bound. The property of the Trust includes (i) mortgage
loans or participations therein secured by one- to four-family residential
properties, (ii) loans or participations therein secured by multifamily
residential properties, (iii) loans or participations therein secured by
security interests or similar liens on shares in cooperative housing
corporations and the related proprietary leases or occupancy agreements, (iv)
conditional sales contracts and installment sales or loan agreements or
participations therein secured by manufactured housing, (v) mortgage
pass-through securities issued or guaranteed by the Government National Mortgage
Association, the Federal National Mortgage Association, Freddie Mac (formerly,
Federal Home Loan Mortgage Corporation) or other governmental agencies or
government-sponsored agencies or (vi) privately issued mortgage-backed
securities (collectively, the "Mortgage Loans"), all monies received on the
Mortgage Loans on or after ___________, 200_, security interests in the
properties financed thereby, certain bank accounts and the proceeds thereof,
proceeds from claims on certain insurance policies and certain other rights
under the Trust Agreement and the Master Servicing Agreement.

Under the Trust Agreement, there will be distributed on the ______ day of each
month or, if such ______ day is not a Business Day, the next Business Day (the
"Distribution Date"), commencing in ______________, 200_, to the Person in whose
name this Trust Certificate is registered at the close of business on the 14th
day of such month (the "Record Date") such Certificateholder's fractional
undivided interest in the amount to be distributed to Certificateholders on such
Distribution Date; provided, however, that principal will be distributed to the
Certificateholders on (to the extent of funds remaining after the Class ______
Notes have been paid in full) and after the date on which the Class _______
Notes have been paid in full. The holder of this Trust Certificate acknowledges
and agrees that its rights to receive distributions in respect of this Trust
Certificate are subordinated to the rights of the Noteholders as described in
the Master Servicing Agreement, the Indenture and the Trust Agreement, as
applicable.

It is the intent of the Seller, Master Servicer, holder of the GP Interest and
Certificateholders that, for purposes of Federal income taxes, the Trust will be
treated as a partnership and the Certificateholders (including the holder of the
GP Interest) will be treated as partners in that partnership. The holder of the
GP Interest and the other Certificateholders by acceptance of a Trust
Certificate, agree to treat, and to take no action inconsistent with the
treatment of, the Trust Certificates for such tax purposes as partnership
interests in the Trust.

Each Certificateholder, by its acceptance of a Trust Certificate, covenants and
agrees that such Certificateholder will not at any time institute against the
holder of the GP Interest, or join in any institution against the holder of the
GP Interest 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 Trust Certificates, the Notes, the Trust Agreement or any of the Basic
Documents.

Distributions on this Trust Certificate will be made as provided in the Trust
Agreement by the Owner Trustee by wire transfer or check mailed to the
Certificateholder of record in the Trust Certificate Register without the
presentation or surrender of this Trust Certificate or the making of any
notation hereon, except that with respect to Trust Certificates registered on
the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Trust Certificate will be made after due notice by
the Owner Trustee of the pendency of such distribution and only upon
presentation and surrender of this Trust Certificate at the office or agency
maintained for the purpose by the Owner Trustee in the [Borough of Manhattan,
The City of New York].

Reference is hereby made to the further provisions of this Trust 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, by manual signature, this Trust
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or the Master Servicing Agreement or be valid for any purpose.

THIS TRUST 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.



<PAGE>


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


                                     STRUCTURED ASSET MORTGAGE
                                     INVESTMENTS TRUST 200_-_


                                     By: ____________________________
                                         as Owner Trustee

Dated: ___________________

By: ___________________



<PAGE>


                         (Reverse of Trust Certificate)

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

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Trust Agreement at any
time by the Seller and the Owner Trustee with the consent of the holders of the
Notes and the Trust Certificates evidencing not less than a majority of the
outstanding Notes and the [Certificate Balance]. Any such consent by the holder
of this Trust Certificate shall be conclusive and binding on such holder and on
all future holders of this Trust Certificate and of any Trust Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Trust Certificate. The Trust
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the holders of any of the Trust Certificates.

As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Trust Certificate is registerable in the
Certificate Register upon surrender of this Trust Certificate for registration
of transfer at the offices or agencies of the Certificate Registrar maintained
by the Owner Trustee in [the Borough of Manhattan, The City of New York],
accompanied by a written instrument of transfer in form satisfactory to the
Owner Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Trust Certificates in 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
____________, ____________, ____________.

Except for Trust Certificates issued to the Seller and transferred to the holder
of the GP Interest, the Trust Certificates are issuable only as registered Trust
Certificates without coupons in denominations of $1,000 or integral multiples
thereof; except as otherwise provided in the Trust Agreement. As provided in the
Trust Agreement and subject to certain limitations therein set forth, Trust
Certificates are exchangeable for new Trust Certificates in 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 Registrar and any agent of the Owner Trustee
or the Certificate Registrar may treat the person in whose name this Trust
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, 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 upon the payment to Certificateholders of
all amounts required to be paid to them pursuant to the Trust Agreement and the
Master Servicing Agreement and the disposition of all property held as part of
the Trust. The Seller of the Mortgage Loans may at its option purchase the
corpus of the Trust at a price specified in the Master Servicing Agreement, and
such purchase of the Mortgage Loans and other property of the Trust will effect
early retirement of the Trust Certificates; however, such right of purchase is
exercisable, subject to certain restrictions, only as of the last day of any
Collection Period as of which the Pool Balance is ___% or less of the Original
Pool Balance.

The Trust Certificates may not be acquired by (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title 1
of ERISA, (b) a plan described in Section 4975(e) (l) of the Code or (c) any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity (each, a "Benefit Plan"). By accepting and holding this
Trust Certificate, the Holder hereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.



<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 Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

Attorney to transfer said Trust Certificate on the books of the Trust
Certificate Registrar, with full power of substitution in the premises.

Dated:   ____________________

*

Signature Guaranteed:

_______________________
*        NOTICE: The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within
         Certificate in every particular, without alteration, enlargement or any
         change whatever. Such signature must be guaranteed by an "eligible
         guarantor institution" meeting the requirements of the Certificate
         Registrar, which requirements include membership or participation in
         STAMP or such other "signature guarantee program" as may be determined
         by the Certificate Registrar in addition to, or in substitution for,
         STAMP, all in accordance with the Securities Exchange Act of 1934, as
         amended.


<PAGE>


                                                                EXHIBIT B

                                     FORM OF
                             CERTIFICATE OF TRUST OF
                      STRUCTURED ASSET MORTGAGE INVESTMENTS
                                  TRUST 200_-_

THIS Certificate of Trust of Structured Asset Mortgage Investments Trust 200_-_
(the "Trust"), dated as of ______________, 200_, is being duly executed and
filed by _______________, a ___________, and _______________, a ____________, as
trustees, 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 STRUCTURED ASSET
     MORTGAGE INVESTMENTS TRUST 200_-_.

2.   Delaware Trustee. The name and business address of the trustee of the Trust
     resident in the State of Delaware is _______________.

3.   This Certificate of Trust will be effective _______________, 200_.


<PAGE>


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

______________________, not in its individual capacity but solely as owner
trustee of the Trust.


By:______________________

Name:______________________

Title:______________________

not in his individual capacity but solely as trustee of the Trust