EX-4.1






Exhibit 4.1




 





[      ],




as Depositor




and

[      ],

as Trustee




and




[      ],




as Securities Administrator




DEPOSIT TRUST AGREEMENT




Dated as of                      ___, [      ]




Agency Security Multi-Class Pass Through Certificates,

Series [      ]




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE I
	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. General Definitions
	 	 	1	 
	SECTION 1.02. Calculations Respecting Mortgage Loans Underlying Agency Securities

	 	 	19	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	Conveyance of Trust Fund; REMIC Election
	 	 	 	 
	and Designation; Original Issuance of Certificates
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Creation and Declaration of Trust
	 	 	21	 
	SECTION 2.02. Acceptance by Trustee; Representative
	 	 	23	 
	SECTION 2.03 REMIC Election and Designation
	 	 	24	 
	SECTION 2.04 Original Issuance of Certificates; Representations and Warranties,
Delivery of Documents
	 	 	24	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	The Certificates
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Forms Generally
	 	 	28	 
	SECTION 3.02. Forms of Certificates and Certificate of Authentication
	 	 	28	 
	SECTION 3.03. Regular Certificates Issuable in Classes; General Provisions with Respect
to Distributions of Principal and Interest; Denominations
	 	 	44	 
	SECTION 3.04. Execution, Authentication, Delivery and Dating
	 	 	48	 
	SECTION 3.05. Temporary Certificates
	 	 	49	 
	SECTION 3.06. Maintenance of Office or Agency
	 	 	49	 
	SECTION 3.07. Registration, Registration of Transfer and Exchange
	 	 	50	 
	SECTION 3.08. Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	53	 
	SECTION 3.09. Persons Deemed Owners
	 	 	54	 
	SECTION 3.10. Cancellation
	 	 	54	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	Trust Accounts
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Collection Account
	 	 	55	 
	SECTION 4.02. Expense Reserve Account
	 	 	58	 
	SECTION 4.03. [INTENTIONALLY OMITTED]
	 	 	59	 
	SECTION 4.04. General Provisions Regarding Trust Accounts
	 	 	59	 
	SECTION 4.05. Reports by [Trustee] [Securities Administrator]
	 	 	62	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE V
	 	 	 	 
	Distributions to Certificateholders on a
	 	 	 	 
	Distribution Date; Payment of Expenses
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Distribution Date Statements
	 	 	63	 
	SECTION 5.02. Withdrawals from the Collection Account on a Distribution Date;
Distributions of Principal and Interest on a Distribution Date
	 	 	64	 
	SECTION 5.03. Reports by [Trustee] [Securities Administrator] to Certificateholders

	 	 	66	 
	SECTION 5.04. Payment of Expenses; Required Expense Reserve Account Deposit Amount

	 	 	67	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	Special Distributions
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Special Distributions
	 	 	68	 
	SECTION 6.02. Form of Special Distribution Notice
	 	 	73	 
	SECTION 6.03. Amounts Distributable on Special Distribution Date
	 	 	74	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	Periodic Accountants’ Reports
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Appointment of Independent Accountants
	 	 	74	 
	SECTION 7.02. Accountants’ Reports
	 	 	74	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	Deficiency Events
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Occurrence; Trustee’s Determinations
	 	 	76	 
	SECTION 8.02. Distributions Upon a Determination of Sufficiency
	 	 	77	 
	SECTION 8.03. Distributions Upon a Determination of Insufficiency
	 	 	78	 
	SECTION 8.04. Sale of Trust Fund
	 	 	79	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	The Depositor
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Liability of the Depositor
	 	 	80	 
	SECTION 9.02. Merger or Consolidation of, or Assumption of the Obligations of, the
Depositor
	 	 	80	 
	SECTION 9.03. Limitation on Liability of the Depositor and Others
	 	 	80	 
	SECTION 9.04. The Depositor Not to Resign
	 	 	80	 
	SECTION 9.05. Annual Statement as to Compliance
	 	 	80	 
	SECTION 9.06. Depositor May Own Certificates
	 	 	81	 






-ii- 









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE X
	 	 	 	 
	The Trustee
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01. Duties of Trustee
	 	 	81	 
	SECTION 10.02. Notice of Default
	 	 	82	 
	SECTION 10.03. Rights of Trustee
	 	 	83	 
	SECTION 10.04. Not Responsible for Recitals or Issuance of Certificates
	 	 	83	 
	SECTION 10.05. May Hold Certificates
	 	 	83	 
	SECTION 10.06. Money Held in Trust
	 	 	83	 
	SECTION 10.07. Compensation and Reimbursement
	 	 	83	 
	SECTION 10.08. Eligibility; Disqualification
	 	 	85	 
	SECTION 10.09. Trustee’s Capital and Surplus
	 	 	85	 
	SECTION 10.10. Resignation and Removal; Appointment of Successor
	 	 	85	 
	SECTION 10.11. Acceptance of Appointment by Successor
	 	 	86	 
	SECTION 10.12. Merger, Conversion, Consolidation or Successor to Business of Trustee

	 	 	87	 
	SECTION 10.13. Co-trustees and Separate Trustees
	 	 	87	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	Defaults by Depositor
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.01. Event of Default
	 	 	88	 
	SECTION 11.02. Termination of Depositor’s Rights and Obligations
	 	 	89	 
	SECTION 11.03. [Trustee] [Securities Administrator] to Act; Appointment of Successor

	 	 	90	 
	SECTION 11.04. [Trustee’s] [Securities Administrator’s] Remedies
	 	 	90	 
	SECTION 11.05. Notification to Certificateholders
	 	 	90	 
	 
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	Securities Administrator
	 	 	 	 
	 
	 	 	 	 
	SECTION 12.01 Duties of Securities Administrator
	 	 	91	 
	SECTION 12.02 Certain Matters Affecting the Securities Administrator
	 	 	92	 
	SECTION 12.03 Securities Administrator Not Liable for Certificates or Agency
Securities
	 	 	93	 
	SECTION 12.04 Securities Administrator May Own Certificates
	 	 	94	 
	SECTION 12.05 Securities Administrator’s Fees and Expenses
	 	 	94	 
	SECTION 12.06 Eligibility Requirements for Securities Administrator
	 	 	95	 
	SECTION 12.07 Resignation and Removal of Securities Administrator
	 	 	95	 
	SECTION 12.08 Successor Securities Administrator
	 	 	96	 
	SECTION 12.09 Merger of Consolidation of Securities Administrator
	 	 	97	 






-iii- 









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	SECTION 12.10 Assignment or Delegation of Duties by the Securities Administrator
	 	 	97	 
	 
	 	 	 	 
	ARTICLE XIII
	 	 	 	 
	Termination
	 	 	 	 
	 
	 	 	 	 
	SECTION 13.01. Termination Upon Repurchase by the Depositor or Final Payment of All
Agency Securities
	 	 	97	 
	SECTION 13.02. Payment of Purchase Price for Agency Securities; Liquidation of Expense
Reserve Account
	 	 	98	 
	SECTION 13.03. Notice of Termination, Payment to Certificateholders
	 	 	99	 
	 
	 	 	 	 
	ARTICLE XIV
	 	 	 	 
	Amendments
	 	 	 	 
	 
	 	 	 	 
	SECTION 14.01. Amendments without Consent of Certificateholders
	 	 	100	 
	SECTION 14.02. Amendments with Consent of Certificateholders
	 	 	101	 
	SECTION 14.03. Execution of Amendments
	 	 	102	 
	SECTION 14.04. Effect of Amendments
	 	 	102	 
	SECTION 14.05. Reference in Certificates to Amendments
	 	 	102	 
	 
	 	 	 	 
	ARTICLE XV
	 	 	 	 
	Exchange Act Reporting
	 	 	 	 
	 
	 	 	 	 
	SECTION 15.01 Filing Obligations
	 	 	103	 
	SECTION 15.02 Form 10-D Reporting
	 	 	103	 
	SECTION 15.03 Form 8-K Reporting
	 	 	104	 
	SECTION 15.04 Form 10-K Reporting
	 	 	106	 
	SECTION 15.05 Sarbanes-Oxley Certification
	 	 	107	 
	SECTION 15.06 Reports on Assessment of Compliance and Attestation
	 	 	108	 
	SECTION 15.07 Use of Subcontractors
	 	 	109	 
	SECTION 15.08 Indemnification by the Securities Administrator
	 	 	110	 
	SECTION 15.09 Amendment
	 	 	111	 
	SECTION 15.10 Limitation on Securities Administrator Liability
	 	 	112	 
	SECTION 15.11 Securities Administrator as Servicer
	 	 	112	 
	 
	 	 	 	 
	ARTICLE XVI
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	SECTION 16.01. Form of Documents Delivered to Trustee or the Securities
Administrator
	 	 	112	 
	SECTION 16.02. Acts of Certificateholders
	 	 	113	 
	SECTION 16.03. Notices, etc. to Trustee, Securities Administrator and Depositor
	 	 	114	 
	SECTION 16.04. Notices and Reports to Certificateholders; Waiver of Notices
	 	 	114	 






-iv- 









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	SECTION 16.05. Rules by [Trustee] [Securities Administrator] and Agents
	 	 	115	 
	SECTION 16.06. Effect of Headings and Table of Contents
	 	 	115	 
	SECTION 16.07. Successors and Assigns
	 	 	115	 
	SECTION 16.08. Separability
	 	 	115	 
	SECTION 16.09. Benefits of Agreement
	 	 	115	 
	SECTION 16.10. Legal Holidays
	 	 	116	 
	SECTION 16.11. Limitation on Rights of Certificateholders
	 	 	116	 
	SECTION 16.12. Governing Law
	 	 	117	 
	SECTION 16.13. Counterparts
	 	 	117	 
	SECTION 16.14. Recording of Agreement
	 	 	117	 
	SECTION 16.15. Corporate Obligations
	 	 	117	 
	SECTION 16.16. Certificates Nonassessable and Fully Paid
	 	 	117	 
	SECTION 16.17. REMIC Treatment
	 	 	118	 






TESTIMONIUM

SIGNATURES AND SEALS

ACKNOWLEDGMENTS

[Schedule I: Base Rate Mechanics]

Schedule A: Schedule of Agency Securities

Schedule B: Expense Reserve Account

Schedule C: Servicing Criteria

Schedule D: Performance Certification




-v- 









 





     DEPOSIT TRUST AGREEMENT dated as of ___, [ ] (herein, as amended and
supplemented from time to time as permitted hereby, called this “Agreement”), by and among [ ],
a [ ] (being herein, together with its permitted successors and assigns, called the
“Depositor”), ___, a ___, as trustee (herein, together with its permitted
successors in the trust hereunder, called the “Trustee”), and ___, a ___, as
securities administrator (herein, together with its permitted successors and assigns, called the
“Securities Adminstrator”).



PRELIMINARY STATEMENT




     The Depositor is the owner of the Agency Securities (as hereinafter defined) and the other
property being conveyed by it to the Trustee as part of the Trust Fund (as hereinafter defined) and
has duly authorized the execution and delivery of this Agreement to provide for the conveyance to
the Trustee of the Trust Fund and the issuance of certificates of beneficial interest therein
representing in the aggregate beneficial ownership of the entire Trust Fund (the “Certificates”),
which Certificates are issuable as provided in this Agreement. By the execution and delivery of
this Agreement, the Depositor has agreed that it will elect to treat the Trust Fund as, and that
the affairs of the Trust Fund shall be conducted so as to qualify as, a “real estate mortgage
investment conduit” (“REMIC”) pursuant to Section 860D of the Code (as hereinafter defined). All
covenants and agreements made by the Depositor and the Trustee herein are for the benefit of the
holders from time to time of the Certificates. The Depositor is entering into this Agreement, and
the Trustee is accepting the trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.



     All things necessary to make this Agreement a valid declaration of trust by the Depositor in
accordance with its terms have been done.



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



ARTICLE I




Definitions




     SECTION 1.01. General Definitions.



     Except as otherwise specified or as the context may otherwise require, the following terms
have the meanings set forth below for all purposes of this Agreement, and the definitions of such
terms are applicable to the singular as well as to the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such terms. Whenever any reference is
made to an amount the determination or calculation of which is governed by Section 1.02, the
provisions of Section 1.02 shall be applicable to such determination or calculation, whether or not
reference is specifically made to Section 1.02, unless some other method of calculation or
determination is expressly specified in the particular provision. Whenever reference is made
herein to an Event of Default or a Default known to the Trustee or of which the Trustee has notice
or knowledge, such reference shall be construed to refer only to an Event of Default or



 









 







Default of which the Trustee is deemed to have notice or knowledge pursuant to Section
10.01(d).



     “Accountant”: A Person engaged in the practice of accounting who (except when this Agreement
provides that an Accountant must be Independent) may be employed by or affiliated with the Trustee
or the Depositor or an Affiliate of the Trustee or the Depositor.



     “Accrual Certificate”: A Regular Certificate on which interest accrues and is added to the
principal of such Certificate on each related Interest Distribution Date through the Initial
Interest Distribution Date for such Certificate, but with respect to which either interest nor
principal is distributable until such Initial Interest Distribution Date.



     “Accrual Date”: with respect to the ___Certificates and the Class ___Regular
Interests, ___, ___, ___.



     “Accrual Distribution Amount”: With respect to any Principal Distribution Date, the aggregate
amount of interest that has accrued on the Outstanding Accrual Certificates during the related
Interest Accrual Period and that is not then distributable.



     “Accrued Interest”: As defined in Section 6.01(a).



     “Act”:
With respect to any Certificateholder, as defined in Section 16.02.



     “Adjusted Aggregate Cash Flow Value”: As defined in Section 6.01(a).



     “Affiliate” of any specified Person: Any other Person controlling or controlled by or under
common control with such specified Person. For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.



     “Agency Security”: A Ginnie Mae Agency Security that is Conveyed to the Trustee under this
Agreement as part of the Trust Fund. The term “Agency Securities” means all Ginnie Mae Agency
Securities Conveyed to the Trustee under this Agreement as part of the Trust Fund. The term
“outstanding Agency Securities” as of any date means all of the Agency Securities other than any
Agency Securities that have been fully paid as of such date.



     “Agency Security Distribution”: With respect to any Agency Security, the amount of the
monthly remittance payable to the holder of such Agency Security in accordance with its terms.



     “Agency Security Distribution Due Date”: The date on which a particular Agency Security
Distribution is payable to the holder of the related Agency Security in accordance with its terms.



     “Agency Security Principal Balance”: As of the date of any determination with respect to any
Agency Security, the then aggregate outstanding principal balance of such Agency Security. The
outstanding principal balance of any GPM Agency Security at the date of any determination



2









 







shall be calculated by giving effect to the addition of all accrued interest on the underlying
GPM Loans that has not been paid to the principal of such underlying GPM Loans in accordance with
their terms.



     “Agency Security Rate”: With respect to any Agency Security, the fixed pass-through rate of
interest payable to the holder thereof as indicated therein.



     “Aggregate Agency Security Principal Balance”: The aggregate of the Agency Security Principal
Balances for all Agency Securities as of the date of determination.



     “Aggregate Cash Flow Value Decline”: With respect to the Due Period ending immediately prior
to any Principal Distribution Date, the difference between




     (a) the aggregate of the Cash Flow Values of all Cash Flow Value Groups determined as
of the first day of such Due Period, and




     (b) the aggregate of the Cash Flow Values of all Cash Flow Value Groups determined as
of the last day of such Due Period.


[If, during the Shortfall Period, the amount determined pursuant to the foregoing clause (b) is
greater than the amount determined pursuant to clause (a), the Aggregate Cash Flow Value Decline
shall be expressed as a negative number.]




     “Aggregate Current Principal Amount”: (a) The aggregate of the Current Principal Amounts of
all Regular Certificates Outstanding at the time of determination or (b) the aggregate of the
Current Principal Amounts of all Certificates of a particular Class Outstanding as of the time of
determination.



     “Aggregate Regular Certificate Distribution Amount”: With respect to a particular
Distribution Date, the lesser of (a) the amount in the Collection Account on such Distribution Date
(net of any Agency Security Distribution received subsequent to the end of the related Due Period)
and (b) the sum of




     (i) all interest accrued (whether or not then distributable) on the then Outstanding
[Regular] [Class ___, Class ___and Class ___] Certificates during the Interest Accrual
Period ending immediately prior to such Distribution Date,




     (ii) the Principal Distribution Amount for such Distribution Date, and




     (iii) the Spread Distribution Amount, if any, for such Distribution Date.



     “Aggregate Special Distribution Amount”: With respect to any Special Distribution Date, the
aggregate of the Special Distribution Amounts for all Regular Certificates as to which a special
distribution is to be made on such Special Distribution Date.



     “Agreement” or “this Agreement”: This instrument as originally executed and, if from time to
time supplemented or amended by one or more supplements or amendments hereto entered into pursuant
to the applicable provisions hereof, as so supplemented or amended. All



3









 




references in this instrument to designated “Articles”, “Sections”, “Subsections” and other
subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this
instrument as originally executed. The words “herein”, “hereof”, “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any particular Article, Section,
Subsection or other subdivision.


     “Applicable Servicing Criteria”:


     “Assumed Reinvestment Rate”: ___percent (___%) through ___, 20___; ___percent (___%)
through ___, 20___; and three percent (3%) thereafter; or for any period such higher rate as
each of the rating agencies which rated the Regular Certificates may permit for mortgage-backed
securities having the same ratings as its initial rating of the Regular Certificates. Before using
any such higher rate in making any calculation required under this Agreement with respect to the
Regular Certificates, the Depositor shall deliver to the Trustee notice of its intention to do so
accompanied by letters from each such rating agency stating that such use of such higher rate will
not result in the downgrading of its rating of the Regular Certificates.


     “Authorized Officer”: With respect to the Depositor, any officer of the Depositor who is
authorized to act for the Depositor in matters relating to this Agreement and the Trust Fund and
whose name appears on a list of such authorized officers furnished by the Depositor to the Trustee,
as such list may be amended or supplemented from time to time.


     “Available Cash”: As defined in Section 6.01(a).


     “Available Expense Reserve Account Withdrawal Amount”: As defined in Section 6.01(a).


     “Base Rate”: For each Interest Accrual Period (other than the first Interest Accrual
Period) the rate determined by the Trustee on the related Interest Determination Date in
accordance with the procedures set forth on Schedule I.


     “Basic Prepayment Assumption”: the assumed fixed schedule of prepayments on an Agency
Security based upon the remaining months to maturity for that Agency Security with such schedule
given as a monthly sequence of prepayment rates expressed as annualized percent values. These
values start at [0.2%] per year for an Agency Security with a remaining term of 360 months, increase
by [0.2%] per year in each succeeding month until month 30 (i.e., when the remaining term is 330
months) ending at [6.0%] per year). As such time the rate
remains constant at [6.0%] per year for the
balance of the remaining term. Multiples of the Basic Prepayment Assumption are calculated from
this prepayment rate series. The Basic Prepayment Assumption is used solely for purposes of
applying the U.S. federal income tax original issue discount rules to the Regular Certificates.


     “Business Day”: Any day that is not a Saturday, Sunday or other day on which commercial
banking institutions in the city in which the Corporate Trust Office is located are authorized or
obligated by law or executive order to be closed.


4








 





     “Cash Flow Value”: With respect to any Agency Security Group as of any date, the lesser of
(a) the applicable Maximum Cash Flow Value Percentage of the aggregate of the Agency Security
Principal Balances of the Agency Securities in such Cash Flow Value Group as of such date and (b)
the aggregate of the discounted present values of the Scheduled Cash Flows of the Agency Securities
in such Cash Flow Value Group due subsequent to such date, such discounted present values to be
determined by discounting on a monthly basis, at the Highest Certificate Interest Rate, such
Scheduled Cash Flows from the ___ day of the month in which they are due to their present value
(i) in the case of the determination of Cash Flow Value at the Closing Date, at the date ___
months prior to the first Distribution Date, and (ii) in all
other cases, at the ___ day of the
month of determination.



     “Cash Flow Value Group”: All Agency Securities based on the same underlying pool of mortgage
loans.



     “Certificate” or “Certificates”: Any certificate or certificates of beneficial interest in
the Trust Fund authorized by, and authenticated and delivered under, this Agreement.



     “Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register.



     “Certificate Interest Rate”: With respect to any Floating Rate Certificate for any Interest
Accrual Period, the rate of interest determined for such Interest Accrual Period pursuant to
Section 3.03 and the terms of such Certificate. With respect to any Fixed Rate Certificate, the
fixed annual rate at which interest accrues on such Certificate, as specified in Section 3.03 and
in such Certificate.



     “Certificate Register” and “Certificate Registrar”: As defined in Section 3.07.



     “Class”: All Residual Certificates or, in the case of Regular Certificates, all Certificates
having the same Final Distribution Date and Certificate Interest Rate that are designated as a
separate Class in Section 3.03 and that bear the designation of such Class.



     “Clearing Agency”: “Clearing Agency” An organization registered as a “clearing agency”
pursuant to Section 17A of the Exchange Act.



     “Closing Date”: ___.



     “Code”: The Internal Revenue Code of 1986, as it may be amended from time to time, any
successor statutes thereto, and applicable U.S. Department of the Treasury temporary or final
regulations promulgated thereunder.



     “Collection Account”: The trust account or accounts created and maintained pursuant to
Section 4.01.



     “Convey”: To grant, bargain, sell, warrant, alienate, remise, release, convey, assign,
transfer, deposit, set over and confirm; the term “Conveyance” shall have a meaning correlative to
the foregoing. A Conveyance of an Agency Security or of any other instrument shall include all
rights, powers and options (but none of the obligations) of the Conveying party thereunder,



5









 







including without limitation the immediate and continuing right to claim for, collect, receive
and give receipts for principal and interest payments in respect of such Agency Security or
instrument and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and options, to bring
Proceedings, and generally to do and receive anything that the Conveying party was or might have
been entitled to do or receive thereunder or with respect thereto.



     “Corporate Trust Office”: (i) The principal corporate trust office of the Trustee located at
___, ___, ___, or at such other address as the Trustee may designate from time
to time by notice to the Certificateholders and the Depositor, or the principal corporate trust
office of any successor Trustee. (ii) The principal corporate trust office of the Trustee located
at ___, ___, ___, or at such other address as the Trustee may designate from
time to time by notice to the Certificateholders and the Depositor, or the principal corporate
trust office of any successor Trustee.



     “Covered Regular Certificates”: As defined in Section 6.01(a).



     “Covered Regular Certificate Principal Reduction Date”: As defined in Section 6.01(a).



     “Current Principal Amount”: With respect to any Regular Certificate as of any date of
determination, the sum of




     (a) the denomination of such Certificate, and




     (b) if such Certificate is an Accrual Certificate, the aggregate amount of interest, if
any, accrued on such Certificate and added to the principal thereof on each Interest
Distribution Date through the Interest Distribution Date immediately preceding such date of
determination,


reduced by all prior distributions, if any, made with respect to principal (including distributions
with respect to amounts previously added to principal as described in the foregoing clause (b)) of
such Certificate.




     Cut-Off Date”: With respect to any Series, the date specified as such in the related Series
Supplement. For purposes of the Trust Agreement, any Agency Securities acquired by the Depositor
after the applicable Cut-Off Date but prior to the applicable Closing Date and included in the
related Trust as of such Closing Date shall be deemed to have been outstanding as of such Cut-Off
Date and references to the principal balance of such Agency Securities as of such Cut-Off Date
shall be deemed to be to the principal balance of such Agency Securities as of the date on which it
was acquired by the Depositor.



     “Default”: Any occurrence that is, or with notice or the lapse of time or both would become,
an Event of Default.



     “Deficiency Distribution Date”: The first day of any month beginning with the first date upon
which distributions following a Deficiency Event are to commence pursuant to Section 8.02 or
Section 8.03 and ending, in the case of distributions pursuant to Section 8.02, with any curing of
such Deficiency Event.



6









 





     “Deficiency Event”: The inability of the Trustee to distribute to Holders of one or more
Classes of Regular Certificates in accordance with the terms thereof and of this Agreement:




     (i) on any Distribution Date, an amount at least equal to the Optimal Aggregate Regular
Certificate Distribution Amount;




     (ii) on any Special Distribution Date, an amount at least equal to the Aggregate
Special Distribution Amount;




     (iii) on the Initial Principal Distribution Date for a Class of Regular Certificates,
an installment of principal of the Certificates of such Class; or




     (iv) on the Final Distribution Date for a Class, an amount equal to the entire
remaining principal balance of the Outstanding Regular Certificates of such Class, together
with accrued interest thereon for the immediately preceding Interest Accrual Period;


in each case because of the insufficiency for such purpose of the funds then available in the Trust
Accounts.




     “Depositor”: [ ], a ___, until a successor Person shall have assumed the
obligations of the Depositor hereunder pursuant to the applicable provisions hereof, and thereafter
“Depositor” shall mean such successor Person.



     “Depositor Order” or “Depositor Request”: A written order or request signed in the name of
the Depositor by an Authorized Officer.



     “Depositor’s Fee”: For each Distribution Date, an amount equal to ___, less the amount, if
any, of Expenses that are required to be paid by the Depositor that were instead paid on or after
such Distribution Date out of funds then in the Collection Account, which amount shall be payable
to the Depositor as provided in Section 5.04 in consideration of the Depositor’s performance of its
ongoing duties hereunder.



     “Determination of Insufficiency”: As defined in Section 8.03.



     “Determination of Sufficiency”: As defined in Section 8.02.



     “Distribution Date”: Each ___, ___, ___and ___, beginning
___.



     “Distribution Date Statement”: As defined in Section 5.01.



     “Distribution Determination Date”: With respect to any Distribution Date, the first Business
Day after the ___day of the month [prior to the month] of such Distribution Date, the first
such Distribution Determination Date being in ___.



     “Due Period”: With respect to each Distribution Date, the related Due Period shall be the
period beginning at the opening of business on the ___ Business Day preceding the



7









 







immediately preceding Distribution Date (or, in the case of the Due Period which is applicable
to the first Distribution Date, beginning on the Closing Date) and ending at the close of business
on the           Business Day immediately preceding the related Distribution Date.



     “Eligible Investments”: Any one or more of the following obligations or securities, provided
that such investments qualify as “cash flow investments” as defined in Code Section 860G(a)(6):




     (i) direct obligations of, and obligations fully guaranteed by, the United States of
America, [Freddie Mac, Fannie Mae, the Federal Farm Credit System, the Federal Home Loan
Banks,] or any agency or instrumentality of the United States of America the obligations of
which are backed by the full faith and credit of the United States of America; provided,
however, that any obligation of, or guaranteed by, the [Federal Home Loan Banks or the
Federal Farm Credit System] [or any obligation of, or guaranteed by Fannie Mae or Freddie
Mac, other than a senior debt obligation of Fannie Mae or Freddie Mac or a mortgage
participation or pass-through certificate guaranteed by Fannie Mae or Freddie Mac,] shall be
an Eligible Investment only if, at the time of investment, such investment is acceptable to
each nationally recognized rating agency that rated the Regular Certificates as a permitted
investment of funds backing securities having ratings equivalent to its rating of the
Regular Certificates that was in effect at the Closing Date;




     (ii) demand and time deposits in, certificates of deposits of, or bankers’ acceptances
issued by, any depository institution or trust company (including the Trustee or any agent
of the Trustee acting in its commercial capacity) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and examination by federal
and/or state banking authorities, so long as at the time of such investment or contractual
commitment providing for such investment (1) the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the case of a depository
institution that is the principal subsidiary of a holding company, the commercial paper or
other short-term debt obligations of such holding company) have the highest credit ratings
available from Standard & Poor’s Corporation and Moody’s Investors Service, Inc., and (2)
such depository institution, trust company, or parent holding company also has outstanding
unsecured long-term debt rated at least Aa3 by Moody’s Investors Service, Inc.;




     (iii) repurchase obligations with respect to any security that is a direct obligation
of, or fully guaranteed by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the United
States of America (collectively “Eligible Collateral”), in either case entered into with
[(a)] a depository institution or trust company (acting as principal) described in clause
(ii) above [or (b) any other Person who is a member of the Securities Investor Protection
Corporation so long as such repurchase obligation is by its terms to be performed by the
repurchase obligor (x) if the Regular Certificates are subject to special distributions
under Article VI at the time such repurchase obligation is entered into, no later than
thirty days prior to the first Principal Reduction Date after such repurchase agreement is
entered into (or the second Principal Reduction Date after such repurchase



8









 







agreement is entered into if it has already been determined that the Regular
Certificates are not subject to a special distribution on the first Principal Reduction Date
after such repurchase agreement is entered into) and (y) if the Regular Certificates are not
subject to a special distribution under Article VI at the time such repurchase obligation is
entered into, no later than thirty days prior to the first Principal Distribution Date after
such repurchase agreement is entered into, and, in any case covered by this clause (b), such
Eligible Collateral (1) has an aggregate market value as determined by the Trustee on a
weekly basis of not less than 105% of the repurchase liability under such agreement,
including accrued interest; (2) is deposited with the Trustee or with a Federal Reserve Bank
for the account of the Trustee, or with a bank or trust company that is acting solely as
agent for the Trustee and has a combined net capital and surplus of at least $50,000,000;
(3) is subject to a perfected first priority security interest in favor of the Trustee; and
(4) is free and clear of claims of third parties; provided, however, in the event that on
any weekly determination date the aggregate market value of the Eligible Collateral as
determined by the Trustee pursuant to clause (1) is less than 105% of the repurchase
liability under such repurchase agreement, including accrued interest (such shortfall being
hereinafter referred to as the “Repo Collateral Shortfall”), the Trustee shall so notify the
repurchase obligor, and in the event that, after the expiration of two Business Days
following such valuation, such repurchase obligor has not deposited with the Trustee
additional Eligible Collateral having an aggregate market value on the date of deposit at
least equal to the Repo Collateral Shortfall, the Trustee shall promptly sell the Eligible
Collateral relating to such repurchase agreement and invest the proceeds of such sale that
are in excess of the amounts required to be remitted to the repurchase obligor in Eligible
Investments specified by the Depositor pursuant to Section 4.03; and further provided, that
any repurchase obligation described in this clause (b) shall be an Eligible Investment only
if, at the time of investment, such investment is acceptable to each nationally recognized
rating agency that rated the Regular Certificates as a permitted investment of funds backing
securities having ratings equivalent to its rating of the Regular Certificates that was in
effect at the Closing Date;]




     (iv) securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any State thereof which
securities have credit ratings from Standard & Poor’s Corporation and Moody’s Investors
Service, Inc. of AAA and Aaa, respectively, at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by any
particular corporation will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by such
corporation and held as part of the Trust Fund to exceed 10% of the sum of the Aggregate
Agency Security Principal Balance and the aggregate principal amount of all Eligible
Investments held in the Trust Accounts;




     (v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than one year
after the date of issuance thereof) having the highest credit ratings from Standard & Poor’s
Corporation and Moody’s Investors Service, Inc. at the time of such investment; provided,
however, that at such time the issuer of such obligations shall



9









 







also have outstanding unsecured long-term debt obligations rated at least Aa3 by
Moody’s Investors Service, Inc.;




     (vi) certificates or receipts representing ownership interests in future interest or
principal payments on direct obligations of, or obligations fully guaranteed by, the United
States of America or any of its agencies or instrumentalities the obligations of which are
backed by the full faith and credit of the United States, which obligations are held by a
custodian on behalf of the holders of such receipts; and




     (vii) any other demand, money market or time deposit, or any other obligation, security
or investment as may be acceptable to each nationally recognized rating agency that rated
the Regular Certificates as permitted investments of funds backing securities having ratings
equivalent to its rating of the Regular Certificates that was in effect at the Closing Date.



     “ERISA”: the Employee retirement Income Security Act of 1974, as amended.



     “Event of Default”: The meaning specified in Section 11.01.



     “Exchange Act”: The Securities Exchange Act of 1934, as amended and the rules and regulations
promulgated thereunder.



     “Exchange Act Reports”: any reports on Form 10-D, Form 8-K and Form 10-K required to be filed
with respect to the Trust Fund under the Exchange Act.



     “Expenses”: As to any Distribution Date, expenses incurred prior thereto which, pursuant to
this Agreement, are payable from amounts in the Collection Account or from the Expense Reserve
Account on such Distribution Date [after the withdrawal therefrom of the Aggregate Regular
Certificate Distribution Amount for such Distribution Date (or, if a Deficiency Event is
continuing, prior to the withdrawal of any amounts for the purpose of making distributions to
Holders of Certificates), such expenses being limited to (i) any unpaid amount due to the Trustee
pursuant to Section 10.07, (ii) any unpaid amount due any firm of Independent Accountants pursuant
to Section 7.01, (iii) any Expenses for a prior Distribution Date or Distribution Dates which have
not been paid through withdrawals from the Collection Account or the Expense Reserve Account
because of the insufficiency of the funds on deposit therein for such purpose and (iv) any unpaid
amount of the Depositor’s Fee (less any amounts described in the preceding clauses (i) through
(iii) required to be paid by the Depositor).]



     “Expense Reserve Account”: The trust account or accounts created and maintained pursuant to
Section 4.02.



     [“Fannie Mae”: The Federal National Mortgage Association, a federally chartered and privately
owned corporation organized and existing under the Federal National Mortgage Association Charter
Act, as amended, or any successor thereto.]



     [“Fannie Mae Agency Security”: A guaranteed mortgage pass-through certificate issued by
Fannie Mae, the full and timely payment of principal and interest of which is guaranteed by Fannie
Mae and which represents a proportional undivided ownership interest in a pool of fully



10









 







amortizing fixed-rate level payment mortgage loans or GPM Loans secured by one- to four-family
residences.]



     “Final Distribution Date”: With respect to any Regular Certificate, the date specified in
such Certificate as the fixed date on or before which the entire remaining principal balance of
such Certificate is to be distributed.



     “Fiscal Year”: The fiscal year that the Trust Fund uses for federal income tax purposes,
which shall be the calendar year.



     “Fixed Rate Certificate”: A Regular Certificate on which interest accrues at a fixed rate for
the entire term of the Certificate.



     “Floating Rate Certificate”: A Regular Certificate on which interest accrues during each
Interest Accrual Period at a floating rate which is established on each related Interest
Determination Date in accordance with Section 3.03 and the terms of such Certificate.



     [“Freddie Mac”: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of
the United States created and existing under Title III of the Emergency Home Finance Act of 1970,
as amended, or any successor thereto.]



     [“Freddie Mac Agency Security”: A participation certificate under which the full and timely
payment of interest and the ultimate collection of principal is guaranteed by Freddie Mac and which
represents a proportional undivided ownership interest in a group of fully amortizing fixed-rate
level payment mortgage loans (or participation interests therein) secured by one- to four-family
residences.]



     “Future Available Cash”: As defined in Section 6.01(a).



     “Ginnie Mae”: The Government National Mortgage Association, a wholly owned corporate
instrumentality of the United States within the Department of Housing and Urban Development, or any
successor thereto.



     “Ginnie Mae Agency Security”: A fully modified pass-through mortgage-backed certificate, the
full and timely payment of principal and interest of which is guaranteed by Ginnie Mae and backed
by the full faith and credit of the United States government and which represents a proportional
undivided ownership interest in a pool of fully amortizing fixed-rate level payment mortgage loans
or GPM Loans secured by one- to four-family residences and which is Conveyed to the Trustee under
this Agreement as part of the Trust Fund. The term “outstanding Ginnie Mae Agency Securities” as
of any date means all the Ginnie Mae Agency Securities other than any Ginnie Mae Agency Securities
that have been fully paid as of such date. The terms “Ginnie Mae I Agency Securities” and “Ginnie
Mae II Agency Securities” refer to Ginnie Mae Agency Securities issued under the Ginnie Mae I
program or the Ginnie Mae II program, as the case may be, pursuant to which fully-modified
pass-through mortgage-backed certificates guaranteed by Ginnie Mae may be issued, as set forth in
the applicable regulations and guidelines of Ginnie Mae.



11









 





     “GPM Loan”: A fixed rate mortgage loan that provides that scheduled monthly installments of
principal and interest increase periodically during such portion of the terms of such mortgage loan
as is specified therein and under which the initial scheduled payments are not sufficient to pay
the full amount of interest accruing on such mortgage loan.



     “GPM Agency Security”: A Certificate for which the underlying pool of mortgage loans consists
of GPM Loans; any reference to a Agency Security or Agency Securities of a particular type shall be
deemed to refer to any Agency Security or Agency Securities of such type that are GPM Agency
Securities.



     [“Highest Certificate Interest Rate”: The per annum rate of interest equal to the weighted
average (rounded to nearest one-tenth of one percent) of the Certificate Interest Rates on the
Regular Certificates under the Maximum Rate Assumption based upon the Aggregate Current Principal
Amount of the Certificates at the Closing Date, such weighted average being ___% per annum.]



     [“Highest Certificate Interest Rate”: At the time of determination, a per annum rate of
interest equal to the highest Certificate Interest Rate applicable to any then Outstanding
Certificate.]



     “Independent”: When used with respect to any specified Person means such a Person who (1) is
in fact independent of the Depositor and any other Person obligated to perform any duties of the
Depositor under this Agreement, (2) does not have any direct financial interest or any material
indirect financial interest in the Depositor or in any such other Person or in an Affiliate of the
Depositor or such other Person, and (3) is not connected with the Depositor or any such other
Person as an officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions. Whenever it is herein provided that any Independent Person’s opinion
or certificate shall be furnished to the Trustee, such Person shall be appointed by a Depositor
Order, and such opinion or certificate shall state that the signer has read this definition and
that the signer is Independent within the meaning thereof.



     “Individual Certificate”: In the case of a Regular Certificate, a Certificate having a
denomination equal to $1,000; in the case of a Residual Certificate, a Certificate evidencing a ___%
Percentage Interest; in either case a Certificate having a denomination in excess of $1,000 or
evidencing a Percentage Interest in excess of ___% shall be deemed to be a number of Individual
Certificates equal to the quotient obtained by dividing such denomination or fractional undivided
interest by $1,000 or by 1/___th, as the case may be.



     “Initial Interest Distribution Date”: With respect to any Accrual Certificate, the earlier of
the Initial Principal Distribution Date for such Certificate and the Principal Distribution Date,
if any, prior thereto on which the entire outstanding principal balance of the Class of Regular
Certificates having the next earliest Final Distribution Date has been distributed.



     “Initial Principal Distribution Date”: With respect to any Class of Regular Certificates, the
Principal Distribution Date specified in Section 3.03 on which the Holders of Certificates of such
Class are entitled to begin receiving distributions of principal with respect to the Certificates
of such Class if such distributions have not already begun.




12











 





     “Interest Accrual Period”: With respect to any Interest Distribution Date, the [three] month
period ending [one month prior to] [on] such Interest Distribution Date.



     “Interest Determination Date”: For each Interest Accrual Period (other than the first
Interest Accrual Period) so long as there are any Floating Rate Certificates Outstanding, the                     
Business Day prior to the Distribution Date on which the interest accrued on the Floating Rate
Certificates during the immediately preceding Interest Accrual Period is required to be
distributed.



     “Interest Distribution Date”: With respect to any Class of Regular Certificates, any date
specified herein as a Distribution Date upon which an installment of interest is distributable with
respect to such Class.



     “Investment Statement”: A written statement prepared by the Trustee and setting forth its
calculations made in connection with a determination pursuant to Section 4.01(b)(A) with respect to
a proposed investment of funds in the Collection Account.



     “Maximum Cash Flow Value Percentage”:                     %.



     “Maximum Rate Assumption”: The assumption that the Rate of Interest for the Class ___Regular
Certificates is ___% per annum.



     “Minimum Distribution”: As defined in Section 6.01(a).



     “Non-Covered Regular Certificates”: As defined in Section 6.01(a).



     “Non-Disqualification Opinion”: With respect to any action proposed to be taken under this
Agreement, an Opinion of Counsel, in form and substance satisfactory to the Trustee, to the effect
that the taking of such action will not cause the Trust Fund to fail to qualify as a REMIC at any
time while any Regular Certificates are Outstanding; for purposes of such opinion the term
“Outstanding” shall be construed as if clause (ii) of the definition thereof were not included in
such definition.



     “Officers’ Certificate”: A certificate signed by two Authorized Officers of the Depositor.



     “Opinion of Counsel”: A written opinion of counsel who may, except as otherwise expressly
provided in this Agreement, be counsel for the Depositor, the Securities Administrator or any
Affiliate of either of these and who shall be satisfactory to the Trustee.



     “Optimal Aggregate Regular Certificate Distribution Amount”: As to any Distribution Date, the
amount determined pursuant to clause (b) of the definition of Aggregate Regular Certificate
Distribution Amount.



     “Outstanding”: With respect to the Certificates, as of the date of determination, all
Certificates theretofore authenticated and delivered under this Indenture except:




     (i) Certificates theretofore cancelled by the Certificate Registrar or delivered to the
Certificate Registrar for cancellation;



13









 






     (ii) Certificates or portions thereof for whose retirement money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the
Depositor) in trust for the Holders of such Certificates; provided, however, that if such
Certificates are to be retired pursuant to Article XII, notice of such retirement has been
duly given pursuant to this Agreement or provision therefor, satisfactory to the Trustee,
has been made;




     (iii) Certificates in exchange for or in lieu of which other Certificates have been
authenticated and delivered pursuant to this Agreement unless proof satisfactory to the
Trustee is presented that any such Certificates are held by a bona fide purchaser; and




     (iv) Certificates alleged to have been destroyed, lost, stolen or mutilated and
surrendered to the Trustee for which replacement Certificates have been issued as provided
for in Section 3.08;


provided, however, that in determining whether the Holders of the requisite percentage of the
Aggregate Current Principal Amount of the Outstanding Regular Certificates or any Class thereof or,
as to Residual Certificates, of the requisite Percentage Interest, have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Depositor
or any Affiliate of the Depositor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent, or waiver, only Certificates that the Trustee
knows to be so owned shall be so disregarded. Certificates so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
that the pledgee is entitled so to act with respect to such and that the pledgee is not the
Depositor or any Affiliate of the Depositor.




     “Percentage Interest”: As to any Residual Certificate, the percentage ownership interest in
the Residual evidenced thereby as set forth on the face thereof.



     “Permitted Transferee”: With respect to the holding or ownership of any Residual Certificate,
any Person that is not (a) the United States, any state or political subdivision thereof, any
possession of the United States, any agency or instrumentality of any of the foregoing, or an
organization that is completely exempt from federal income tax under provisions of the Code
relating to unrelated business taxable income or (b) a real estate investment trust, regulated
investment company, partnership, trust or other pass-through entity in which any organization
identified in clause (a) holds or is permitted to hold an interest.



     “Person”: Any individual, corporation, partnership, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated organization or government or
any agency or political subdivision thereof.



     “Predecessor Certificates”: With respect to any particular Certificate, every previous
Certificate of the same Class evidencing all or a portion of the same interest in the Trust Fund as
that evidenced by such particular Certificate; and, for the purpose of this definition, any
Certificate authenticated and delivered under Section 3.08 in lieu of a lost, destroyed or stolen
Certificate (or a mutilated Certificate surrendered to the Trustee) shall be deemed to evidence the



14









 




same interest in the Trust Fund as the lost, destroyed or stolen Certificate (or a mutilated
Certificate surrendered to the Trustee).




     “Principal Amount of Retirable Certificates”: As defined in Section 6.01(c).



     “Principal Distribution Amount”: With respect to any Principal Distribution Date, ___% of the
Aggregate Cash Flow Value Decline for the immediately preceding Due Period; provided, however, that
if one or more special distributions of principal have been made with respect to any Regular
Certificates on any Special Distribution Date during the Due Period ending immediately prior to a
Principal Distribution Date, the Principal Distribution Amount for such Principal Distribution Date
shall be reduced by an amount equal to the aggregate amount of all such special distributions of
principal during such Due Period.



     “Principal Distribution Date”: With respect to any Class of Regular Certificates, any
Distribution Date on which an installment of principal is distributable with respect to such Class.



     “Principal Reduction Date”: Any Special Distribution Date or, in a month in which a Principal
Distribution Date occurs, such Principal Distribution Date.



     “Proceeding”: Any suit in equity, action at law or other judicial or administrative
proceeding.



     “Rating Agency”: Each of [Moody’s] [Standard & Poor’s] [Fitch]



     “Record Date”: With respect to any Class, the date on which the Holders of Certificates of
such Class entitled to receive a distribution of principal or interest on the succeeding
Distribution Date, Special Distribution Date or Deficiency Distribution Date are determined, such
date as to any Distribution Date, Special Distribution Date or Deficiency Distribution Date being
the ___day of the month [preceding the month] of such Distribution Date, Special Distribution
Date or Deficiency Distribution Date.



     “Regular Certificate”: Any Certificate having a stated principal balance, Certificate
Interest Rate and Final Distribution Date; all Regular Certificates shall be in one of the forms
specified in Section 3.02(a), (b) or (c) and 3.02(d) or (e).



     “Regulation AB” shall mean Subpart 229.1100 — Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed.  Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



     “REMIC”: As defined in the Preliminary Statement hereto.



     “Representative” With respect to any Agency Security, the Trustee in its capacity as
“Representative” under such Agency Security.



15









 





     “Required Expense Reserve Account Deposit”: With respect to each Distribution Date following
the Distribution Date on which the entire outstanding principal amount of the Class ___
Certificates is distributed in full, an amount equal to ___% of the Spread for the immediately
preceding Due Period.



     “Requisite Amount of the Reserve”: [ ].



     “Residual”: The beneficial ownership interest in the Trust Fund that is not evidenced by the
Regular Certificates, such interest representing the right to receive (a) on any Distribution Date,
the Residual Certificate Distribution Amount, and (b) upon termination of the Trust Fund pursuant
to Section 12.01, all amounts, if any, remaining after distribution to Holders of Regular
Certificates of all amounts to which they are entitled has been made or duly provided for.



     “Residual Certificate”: Any Certificate issued in the form specified in Section 3.02(f).



     “Residual Certificate Distribution Amount”: As to any Distribution Date, the amount in the
Collection Account on such Distribution Date after the deduction of (i) the Aggregate Regular
Certificate Distribution Amount, (ii) any Expenses, (iii) any Required Expense Reserve Account
Deposit Amount, and (iv) any Agency Security Distribution received subsequent to the end of the
related Due Period.



     “Responsible Officer”: With respect to the Trustee, the Depositor or the Securities
Administrator, the chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any trust officer or assistant trust officer, the controller, any assistant controller or
any other officer of the Trustee, the Depositor or the Securities Administrator customarily
performing functions similar to those performed by any of the above designated officers and also,
with respect to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular subject.



     “Scheduled Agency Security Distribution”: With respect to any Agency Security for any month
after the date of determination, the aggregate of the minimum scheduled Agency Security
Distributions receivable in that month with respect to such Agency Security, determined in
accordance with Section 1.02 hereof.



     “Schedule of Agency Securities”: Schedule A hereto listing, by type, pool number, Agency
Security Rate, original principal balance, Agency Security Principal Balance at the Closing Date,
issue date, and maturity date, the Agency Securities being Conveyed to the Trustee on the Closing
Date.



     “Scheduled Cash Flow”: With respect to any Cash Flow Group for any month ending after the
date of determination, the sum of




     (i) the Scheduled Agency Security Distributions on such Cash Flow Group in such month,
and



16









 






     (ii) the amount of reinvestment income which can be earned from the reinvestment of
each such Scheduled Agency Security Distributions at the applicable Assumed Reinvestment
Rate to the ___day of the month [following the month] in which it is due.



     “Securities Administrator”: [ ], or any successor in interest, or if any successor securities
administrator shall be appointed as herein provided, such successor securities administrator.



     “Sequential Payment Certificates”: The Regular Certificates of Class ___, Class ___and
Class ___.



     “Shortfall Period”: The period from the Closing Date through the end of the last Due Period
during which the scheduled monthly payment amount for any GPM Loan underlying any GPM Agency
Security is less than the maximum scheduled monthly payment amount that will be due on such GPM
Loan on any future date.



     “Special Distribution Amount”: With respect to any Regular Certificate on which a special
distribution is to be made on a Special Distribution Date pursuant to Section 6.01 hereof, an
amount equal to 100% of the portion of the Current Principal Amount of such Certificate to be
retired by such special distribution, together with interest on such amount at the applicable
Certificate Interest Rate from the end of the immediately preceding Interest Accrual Period (or
from the Accrual Date if no Interest Distribution Date has yet occurred) to [the ___day of the
month prior to the month of] such Special Distribution Date.



     “Special Distribution Date”: Any date on which Certificates may be subject to special
distributions pursuant to the provisions of subsections (a) through (d) of Section 6.01; such date
being the                      day of any month (other than any month in which a Principal Distribution Date
occurs).



     “Special Distribution Date Statement”: As defined in Section 6.01.



     “Special Distribution Determination Date”: Each date on which the Trustee is required
pursuant to Section 6.01 to make the calculations set forth in such Section 6.01, which date shall
be the first Business Day after the                      day of the month [prior to the month] of each related
Special Distribution Date, the first such Special Distribution Determination Date being in
                    , [  ].



     “Spread”: As to any Due Period, the excess of



     (a) the sum of




     (i) the total amount of Agency Security Distributions on the Agency Securities received
during such Due Period,




     (ii) the aggregate reinvestment income on the amounts described in the foregoing clause
(i) above



17









 






     (A) received through the close of business on the last Business Day in such Due
Period, and




     (B) receivable thereafter but before the following Distribution Date (or on the
following Distribution Date in the case of any investment that may mature on such
Distribution Date pursuant to Section 4.01(b)) in the case of any such amount
invested in investments scheduled to mature after the last Business Day in such Due
Period, and




     (iii) the aggregate reinvestment income that can be earned from the reinvestment of
each of the amounts described in the foregoing clauses (i) and (ii) at the Assumed
Reinvestment Rate, from




     (A) the first Business Day following such Due Period, in the case of any cash
in the Collection Account at the close of business on the last Business Day in such
Due Period,




     (B) the date funds are required to be deposited in the Collection Account, if
such deposit date is after the last Business Day in such Due Period, or




     (C) the scheduled maturity date of any investment scheduled to mature after the
last Business Day in such Due Period,




in either case to the last Business Day prior to the related Distribution Date, over



     (b) the sum of




     (i) the Aggregate Regular Certificate Distribution Amount for such Distribution Date,
exclusive of any Spread Distribution Amount included therein,




     (ii) the Special Distribution Amounts, if any, distributed on any Special Distribution
Date during such Due Period; and




     (iii) the Expenses payable on the following Distribution Date;


provided that, in the case of any calculation of Spread made on a Distribution
Determination Date, Agency Security Distributions due during the related Due Period but not
received on or prior to such Distribution Determination Date shall be assumed to be received on the
assumed date of receipt thereof specified in Section 1.02(e); and provided,
further, that any such calculation of Spread shall be subject to adjustment pursuant to
Section 5.01 under the circumstances and in the manner therein set forth.




     “Spread Distribution Amount”: With respect to any Distribution Date, the Spread Percentage of
the Spread for the related Due Period.



     “Spread Percentage”:                     %.



18









 





     “Termination Date”: Any day on which all Outstanding Certificates are to be retired following
repurchase of the Agency Securities by the Depositor or the final payment of the principal of all
outstanding Agency Securities and termination of this Agreement pursuant to Article XII; any such
day shall be a day that would otherwise be a Distribution Date.



     “Termination Price”: With respect to any Regular Certificate to be retired following
repurchase of the Agency Securities by the Depositor or the final payment of the principal of all
outstanding Agency Securities and termination of this Agreement pursuant to Article XII hereof, an
amount equal to                  
   % of the Current Principal Amount of the Certificate to be so retired,
together with interest on such amount at the applicable Certificate Interest Rate, from the end of
the second preceding Interest Accrual Period (or from the Accrual Date if no Distribution Date has
yet occurred) to [the ___day of the month prior to the month of] the applicable Termination
Date, other than any installments of interest distributable on or before such applicable
Termination Date.



     “Trust Account”: The Collection Account, Expense Reserve Account or Freddie Mac Reserve
Account.



     “Trust Fund”: All money, instruments and other property Conveyed or intended to be Conveyed
to the Trustee under this Agreement for the benefit of the Holders of the Certificates as of any
particular time, including all proceeds thereof.



     “Trustee”:                               
                   
            , a        
                   
              , until a successor Person shall have become the Trustee as herein
provided, and thereafter “Trustee” shall mean such successor Person.



     “Vice President”: With respect to the Depositor or the Trustee, any vice president, whether
or not designated by a number or a word or words added before or after the title “vice president”.



     SECTION 1.02. Calculations Respecting Mortgage Loans Underlying Agency Securities.



     (a) In connection with all calculations required to be made pursuant to this Agreement with
respect to Agency Security Distributions on any Agency Security, any payment on the underlying
mortgage loans or any payments on any other assets included in the Trust Fund, and with respect to
the income that can be earned from the reinvestment of Agency Security Distributions and of any
other amounts receivable for deposit in a Trust Account, the rules set forth in this Section 1.02
shall be applied except to the extent expressly supplemented or modified herein.



     (b) All calculations with respect to Agency Security Distributions on an Agency Security shall
be made on the basis of information or accountings as to Agency Security Distributions on such
Agency Security:




     (i) furnished by the issuer thereof or published by a third party that bases the
information published by it on information furnished by or on behalf of Ginnie Mae, in the
case of a Ginnie Mae I Agency Security,



19









 






     (ii) furnished by the paying agent therefor or published by a third party that bases
the information published by it on information furnished by or on behalf of Ginnie Mae, in
the case of a Ginnie Mae II Agency Security, and




     (iii) [furnished by Fannie Mae or Freddie Mac or published by a third party that bases
the information published by it on information furnished by Fannie Mae or Freddie Mac, in
the case of a Fannie Mae Agency Security or Freddie Mac Agency Security.]


To the extent they are not patently incorrect on their face, such information or accountings may be
conclusively relied upon in making such calculations, subject to adjustment pursuant to Sections
5.01 and 6.01(c) under the circumstances and in the manner therein set forth.




     (c) All calculations with respect to future Agency Security Distributions on the Agency
Securities or future payments on the underlying mortgage loans shall be made on the assumption that
all of the mortgage loans underlying the Agency Securities in a particular Cash Flow Value Group
constitute a single fully-amortizing fixed-rate mortgage loan:




     (i) bearing interest at a fixed rate equal to the highest rate that might be borne by
any of the mortgage loans underlying any of the Agency Securities in such Cash Flow Value
Group (such highest rate being the sum of (A) the Agency Security Rate for the Agency
Securities in such Cash Flow Value Group and (B) either (1) the highest servicing fee and
guaranty fee, if any, applicable to any of the underlying mortgage loans or (2) if the exact
servicing fee and guaranty fee, if any, applicable to any of the underlying mortgage loans
is not known, the highest possible servicing fee and guaranty fee, if any, that might be
applicable thereto as provided in applicable guidelines for the program pursuant to which
such Agency Securities were issued) and subject to a servicing fee and guaranty fee, if any,
equal to the amount described above in clause (B)(1) or (B)(2) of the foregoing
parenthetical clause, whichever is applicable;




     (ii) having an outstanding principal balance equal to the aggregate of the then current
Agency Security Principal Balances of all the Agency Securities included in such Cash Flow
Value Group;




     (iii) maturing in the month of the scheduled maturity date of the latest maturing
Agency Security in such Cash Flow Value Group; and




     (iv) which either provides for fixed level monthly payments or, in the case of a Cash
Flow Value Group composed of GPM Agency Securities, provides for scheduled payment increases
equal to the largest percentage increase possible for any of the GPM Loans underlying the
GPM Agency Securities in such Cash Flow Value Group, which payment increases become
effective in the months in which payment increases would become effective for an underlying
GPM Loan maturing in the month of the scheduled maturity date of the latest maturing GPM
Agency Security in such Cash Flow Value Group.



     (d) All calculations with respect to future Agency Security Distributions shall be made on the
assumption that none of the underlying mortgage loans are prepaid and that all such



20









 




mortgage loans are paid in accordance with their actual payment schedule, or the assumed
payment schedule calculated pursuant to subsection (c) of this Section 1.02, whichever is
applicable. Calculations of such Agency Security Distributions and of Agency Security Principal
Balances shall give effect to the period of time that elapses between scheduled due dates on which
payments on underlying mortgage loans are due and the dates on which such payments are required to
be distributed to the holder of a related Agency Security in accordance with the guidelines for the
program pursuant to which such Agency Securities were issued.




     (e) Each Agency Security Distribution receivable with respect to an Agency Security, unless
actually received earlier, shall be assumed to be received (i) in the case of a Ginnie Mae I Agency
Security, on the                      day of the month, and (ii) in the case of a Ginnie Mae II Agency Security,
on the                      day of the month. Each such Agency Security Distribution shall be assumed to be
immediately deposited in the Collection Account and reinvested on the next succeeding Business Day
at the applicable Assumed Reinvestment Rate. All principal of and interest on investments held in
a Trust Account shall be assumed to be received on the date due and immediately deposited in such
Trust Account and reinvested on the next succeeding Business Day at the applicable Assumed
Reinvestment Rate. All funds assumed to be reinvested at the applicable Assumed Reinvestment Rate
shall be assumed to remain so invested until the Business Day next preceding the Principal
Reduction Date or Interest Distribution Date on which they are required to be available in the
Collection Account for application, in accordance with the terms hereof, to distributions of
principal of or interest on the Certificates.



     [(f) For any Agency Security having an Agency Security Rate in excess of the Highest
Certificate Interest Rate, for purposes of calculating the amount of Spread resulting from any
future Agency Security Distribution on such Agency Security it shall be assumed, solely for the
purpose of making the calculations described in Section 2.02(b) and Article VIII, that in addition
to the servicing fee and guaranty fee, if any, actually payable with respect to the underlying
mortgage loans, or assumed to be payable with respect thereto as provided in subsection (c), such
underlying mortgage loans are subject to an additional servicing fee equal, on an annual basis, to
the difference between




     (i) the Agency Security Rate for such Agency Security, and




     (ii) the Highest Certificate Interest Rate.]



ARTICLE II




Conveyance of Trust Fund; REMIC Election

and Designation; Original Issuance of Certificates




     SECTION 2.01. Creation and Declaration of Trust;



     (a) The trust created pursuant to this Agreement is a common law trust under the laws of the
State of New York.  In exchange for all of the Certificates, the Depositor hereby Conveys to the
Trustee, without recourse, for the benefit of all present and future Holders of the Certificates,
all of the Depositor’s right, title and interest in and to (a) the Agency Securities listed in
Schedule A to this Agreement, which the Depositor causes to be delivered to the



21









 





Trustee as described in paragraph (b) below, and all Agency Security Distributions with
respect thereto payable to Persons who are holders of record thereof
on and after                     , [     ],
(b) the Collection Account, including all income from the investment of funds therein, (c) the
Expense Reserve Account, including all income from investment of funds therein, and (d) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other
liquid property (including without limitation, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, causes of action, rights to payment of any and every kind and other forms of
obligations, receivables, instruments and other property which at any time constitute all or part
of or are included in the proceeds of any of the foregoing (the “Conveyed Assets”).




     (b) In connection with the Conveyance referred to in the preceding paragraph, the Depositor
shall, not later than the applicable Closing Date, convey the Agency Securities to the Trustee
[either (i) by physical delivery of Agency Securities which are in physical form, duly endorsed, to
the Trustee or (ii) by delivery of any other Agency Securities through a Clearing Agency, in which
event (A) the Trustee has accepted delivery of such Agency Securities through such Clearing Agency
and (B) the Agency Securities have been credited to a custodial account established by the Trustee,
or its authorized agent for the benefit of the Certificateholders, and for which the Trustee is the
sole entitlement holder and the Trustee shall have the right to hold and maintain such Agency
Securities on deposit with such Clearing Agency for all purposes of this Agreement.  In addition,
the Depositor shall, not later than the applicable Closing Date, deliver to the Trustee any related
agreements or other instruments with respect to the Agency Securities and any other Conveyed Assets
that are conveyed to the Trustee pursuant to the preceding paragraph.], (ii) in the case of Agency
Securities that are issuable only in book-entry form under the book-entry system operated by the
Federal Reserve System, have been registered on the books of the Federal Reserve Bank of New York
in the name of Participants Trust Company, which has confirmed to the Trustee in writing on or
prior to the Closing Date that it is holding such Agency Securities on behalf of the Trustee and
has identified such Agency Securities on its records as belonging to the Trustee, or (iii) in the
case of Ginnie Mae Agency Securities that are held under the clearing system operated by
Participants Trust Company, have been registered on the books of                      in the name of
                    , which has confirmed in writing to the Trustee on or prior to the Closing Date that
it is holding such Ginnie Mae Agency Securities on behalf of the Trustee and has identified such
Ginnie Mae Agency Securities on its records as belonging to the Trustee; provided that the
Depositor may, at its sole option, instead request the Trustee to cause all of such Agency
Securities to be so registered no later than the opening of business on the last Business Day of
the month of the Closing Date, in which event such Agency Securities shall be accompanied by such
powers and shall otherwise be in such form as shall permit the registration thereof in the name of
the Trustee or its nominee without the taking of any further action other than presentation for
registration of transfer and payment of the applicable fees in connection therewith, and the
Trustee, by its acceptance of such Agency Securities, shall be deemed to have agreed to present
them for registration of transfer no later than the opening of business on the last Business Day of
the month of closing and to pay the applicable transfer fees (subject to its right of reimbursement
under Section 10.07).]



     (c) The Conveyance of the Conveyed Assets by the Depositor pursuant to this Agreement is
absolute and is intended by the parties hereto as a sale.



22









 





     (d) With respect to the delivery of the Conveyed Assets to the Trustee, the Depositor hereby
represents and warrants to the Trustee that:




     (i) the Depositor is duly authorized to so deliver the Conveyed Assets;




     (ii) at the time of delivery of the Conveyed Assets, the Depositor’s interest in such
Conveyed Assets is free and clear of any lien, pledge, encumbrance, right, charge, claim or
other security interest created by the Depositor;




     (iii) such delivery is irrevocable and free of any continuing claim by the Depositor
except such as the Depositor may have as a Certificateholder;




     (iv) each item of the Conveyed Assets is comprised of “investment property”,
“instruments”, “tangible chattel paper”, “accounts”, “security entitlements” or “general
intangibles,” which shall in each case have the meaning defined in the Uniform Commercial
Code; and




     (v) the Depositor has caused or will have caused, within ten days of the Closing Date,
the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in
the Conveyed Assets Transferred to the Trustee hereunder.


The above representations and warranties shall survive the delivery of such Conveyed Assets to the
Trustee and the execution and delivery of the Certificates.




     (b) Unless otherwise specified in this Agreement, the Trust Fund created hereunder shall not
engage in any business or activities other than in connection with, or relating to, acquiring,
holding, protecting and preserving of the Conveyed Assets, the issuance of the Certificates, making
distributions on the Certificates and other than those required or authorized by this Agreement or
incidental to and necessary to accomplish such activities.  The Trust Fund created hereunder shall
not issue or sell any securities or other obligations other than the Certificates and shall not
otherwise incur, assume or guarantee any indebtedness for money borrowed.



     SECTION 2.02. Acceptance by Trustee; Representative.  



     The Trustee hereby acknowledges receipt by it, or by a custodian on its behalf, of the related
Conveyed Assets now existing or hereafter acquired, and the related documents referred to in
Section 2.01, and declares that it will hold such Conveyed Assets and all other documents delivered
to it pursuant to this Agreement, and that it will hold all such assets and such other assets
(including Trust Estate acquired from a Person other than the Depositor) comprising the Trust for
the Certificates, in trust for the exclusive use and benefit of all present and future
Certificateholders and for the purposes and subject to the terms and conditions set forth in this
Agreement.  [The Trustee shall act as the Representative with respect to each Agency Security and
will perform the duties and obligations of the Representative as provided in the related Agency
Security for the benefit of the Certificateholders.] Concurrently with the delivery to it by the
Depositor of the property included in the Trust Fund the Trustee has executed and caused to be
authenticated and delivered, to or upon the order of the Depositor, in exchange for such



23









 




property, the Certificates, duly authenticated by the Certificate Registrar, in authorized
denominations and Percentage Interests evidencing in the aggregate beneficial ownership of the
entire Trust Fund.




     SECTION 2.03. REMIC Election and Designation.



     (a) The Depositor agrees that it will, and is hereby authorized and directed to, elect to
treat the Trust Fund as a REMIC within the meaning of section 860D of the Code. Such election
shall be included in the partnership information return to be filed by the Depositor on behalf of
the REMIC constituted by the Trust Fund for its first taxable year, which will be its first Fiscal
Year.



     (b) The Regular Certificates are hereby designated as “regular interests” in the Trust Fund
for purposes of Section 860G(a)(1) of the Code. The Residual Certificates are being issued in a
single Class and are hereby designated by the Depositor as constituting in the aggregate the sole
class of “residual interests” in the Trust Fund for purposes of section 860G(a)(2) of the Code.



     (c) The Closing Date is hereby designated as the “start-up day” of the REMIC constituted by
the Trust Fund within the meaning of Section 860G(a)(9) of the Code.



     (d) After the Closing Date, the Trustee shall not accept any contribution of assets to the
Trust Fund unless it has first received either (i) a Non-Disqualification Opinion with respect to
the inclusion of such assets in the Trust Fund or (ii) an Opinion of Counsel to the effect that
such contribution will not cause the Trust Fund to be subject to any tax as a result of such
contribution (including an tax on “prohibited transactions” of the Trust Fund).



     (e) The trust created hereby shall be known as “                    , Series
                 
   .” The office of the
trust created hereby shall be in the care of the Trustee at its Corporate Trust Office.



     SECTION 2.04. Original Issuance of Certificates; Representations and Warranties, Delivery
of Documents.



     (a) In connection with the foregoing Conveyance, the creation of the Trust Fund and the
issuance of the Certificates, the Depositor hereby represents and warrants:




     (i) the Depositor has been duly incorporated and is validly existing as a
                   
                   
   in good standing under the laws of the           
                   
           , with corporate
power to own its properties, to conduct its business as now conducted by it and to enter
into and perform its obligations under this Agreement;




     (ii) this Agreement has been duly authorized, executed and delivered by the Depositor
and assuming due execution and delivery thereof by the Trustee, this Agreement, as executed
and delivered by the Depositor, is the valid, legal and binding obligation of the Depositor,
enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency
and other laws affecting the enforcement of creditors’ rights generally and to general
principles of equity (regardless whether such enforceability is considered in a proceeding
in equity or at law);



24









 






     (iii) the issue and sale of the Certificates and the fulfillment of the terms of this
Agreement do not conflict with or result in a breach or violation of any term or provision
of, or constitute a default under, [the certificate of incorporation or bylaws] of the
Depositor, or any indenture or other agreement or instrument to which the Depositor is a
party or by which it is bound, or any state or Federal statute or regulation applicable to
the Depositor or any order of any state or Federal court, regulatory body, administrative
agency or governmental body having jurisdiction over the Depositor; and



     (b) In connection with the foregoing Conveyance, the creation of the Trust Fund and the
issuance of the Certificates, the Depositor hereby delivers to and/or deposits with the Trustee the
following documents, instruments and property:




     (i) Independent Accountants’ Letter. A letter addressed to the Trustee and the
Securities Administrator from a firm of Independent Accountants of recognized national
reputation stating that:




     (A) they have performed the following procedures (which did not constitute an
examination in accordance with generally accepted auditing standards):




     (B) they have read the Schedule of Agency Securities attached hereto as
Schedule A, examined each Agency Security listed thereon, and compared the pool
number, original principal amount, maturity date and Agency Security Rate set forth
in each such Agency Security to the corresponding item in such Schedule of Agency
Securities; provided, however, that in the case of an Agency Security that is issued
in book-entry form, they have examined the confirmation form provided by the Person
on whose books ownership records are being maintained pursuant to subclauses (ii) or
(iii) of paragraph (c) below to obtain the foregoing information which they compared
to the corresponding items in such Schedule of Agency Securities;




     (C) they computed the principal balance of each Agency Security as of the date
as of which such balances are set forth in such Schedule of Agency Securities, using
a pool balance and factor reference source (specified in such letter) for each
Agency Security;




     (D) they compared the principal balance computed by them for each such Agency
Security as described in paragraph (B) above to the principal balance thereof shown
on such Schedule of Agency Securities;




     (E) using the formula and methodology specified in the definition of “Cash Flow
Value” herein they calculated the aggregate of the Cash Flow Values for all of the
Cash Flow Value Groups and compared the total of the Cash Flow Values for such Cash
Flow Value Groups calculated by the Depositor to the aggregate of the Cash Flow
Values calculated by them for such Cash Flow Value Groups and compared the aggregate
Cash Flow Values calculated by them to the aggregate initial principal balance of
the Regular Certificates;



25









 






     (F) in accordance with the provisions of Section 1.02, they computed the amount
of cash that will be deposited in the Collection Account during each Due Period (or
on or prior to the Distribution Date immediately following the end of each such Due
Period) as a result of the Agency Security Distributions due and payable on such
Agency Securities during each such Due Period [and in the case of the first Due
Period as a result of an initial deposit into the Collection Account pursuant to
paragraph (d) below];




     (G) in accordance with Section 1.02, they computed the income that can be
earned and deposited in the Collection Account in each Due Period through the
reinvestment of the amounts described in paragraph (E) above;




     (H) [they computed the Requisite Amount of the Reserve, and the amounts
required to be deposited by the Depositor on the Closing Date in the Expense Reserve
Account in respect thereof;]




     (I) [on the assumption that the aggregate of the amounts computed by them
pursuant to paragraphs (E) and (F) above is the aggregate of the amounts of Agency
Security Distributions, reinvestment income and other amounts, if any, that will
actually be deposited in the Collection Account in each Due Period and that such
amounts are applied in accordance with the terms hereof, to distributions of
principal of and interest on the Regular Certificates, they computed the amounts of
the distributions of principal of and interest on such Regular Certificates that
would be payable on each Distribution Date for such Certificates under the Maximum
Rate Assumption (such calculations may be based upon the assumption that special
distributions are made on any one or more Special Distribution Dates);] and




     (J) based upon the above-specified procedures, such firm has determined that:




     (1) the information set forth on the Schedule of Agency Securities
which was read by them as described in clauses (i)(A) through (C) above
accurately reflects the terms of each Agency Security listed thereon;




     (2) the aggregate of the Cash Flow Values for all of the Cash Flow
Value Groups calculated by the Depositor does not exceed the aggregate of
the Cash Flow Values for all of the Cash Flow Value Groups calculated by
them and the aggregate of the Cash Flow Values calculated by them for all
such Cash Flow Value Groups is not less than the aggregate initial principal
balance of the Regular Certificates;




     (3) the calculations by or on behalf of the Depositor of the aggregate
of the amounts described in clauses (i)(E) and (i)(F) above and of each
amount described in clauses (i)(G) and (i)(H) above agree with the results
of their calculations of such amounts and are mathematically correct;



26









 






     (4) for each Due Period, the aggregate of the amounts described in
clauses (i)(E) and (i)(F) above as calculated by the Depositor and as
computed by them exceeds the aggregate amount of distributions of principal
of and interest on the Regular Certificates required to be made under the
Maximum Rate Assumption on the following Distribution Date (and, if
applicable, on each Special Distribution Date within such Due Period) as set
forth in the Depositor’s calculations of the amounts described in clause
(i)(H) above and in their calculations of such amounts; and




     (5) the calculations by or on behalf of the Depositor of the amounts
described in clause (i)(H) above indicate that the aggregate amount of
principal of each Class of Regular Certificate distributable on each
Principal Distribution Date (and, if applicable, on any Special Distribution
Date) is an amount sufficient to retire the entire principal balance of each
such Class on or before its Final Distribution Date and to provide for the
distribution of an installment of principal of each such Class on or before
its Initial Principal Distribution Date.




     (ii) [Initial Collection Account Deposit. Cash in an amount equal to $                    
to be deposited in the Collection Account as part of the Trust Fund and applied in
accordance with Sections 4.01 and 5.02; such deposit may be in the form of an official bank
check or certified check payable in next day’s funds.]




     (iii) [Expense Reserve Account Deposit. To the extent specified in Schedule B
hereto, instruments representing ownership interests in principal or interest payments on
United States Treasury securities, for deposit into the Expense Reserve Account pursuant to
Section 4.02, in such amounts and due on such dates as are specified in Schedule B hereto,
or confirmations of the purchase thereof and cash sufficient to pay the purchase price
therefor set forth in such confirmations, as provided in Section 4.02.]




     (iv) Officers’ Certificate. An Officers’ Certificate stating that:




     (A) the Depositor was, immediately prior to the Conveyance thereof to the
Trustee, the owner of each Agency Security Conveyed to the Trustee; the Depositor
has not assigned any interest or participation in any such Agency Security (or, if
any such interest or participation has been assigned, it has been released); and the
Depositor has full right to Convey each such Certificate to the Trustee;




     (B) the Depositor has Conveyed to the Trustee all of its right, title and
interest in and to each such Agency Security ;




     (C) each Agency Security listed on Schedule A is a Ginnie Mae Agency Security;
and




     (D) attached to such Officers’ Certificate [are] [is a] true and correct
[copies] [copy] of [a] letter[s] signed by [Standard & Poor’s Corporation] [and]



27









 






[Moody’s Investors Service, Inc.] confirming that no Class of Certificates has
been rated lower than [AAA] [and] [Aaa] [, respectively].



ARTICLE III




The Certificates




     SECTION 3.01. Forms Generally.



     The Certificates and the Certificate Registrar’s certificate of authentication shall be in
substantially the forms set forth in this Article, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement or as may in the
Trustee’s or the Depositor’s judgment be necessary, appropriate or convenient to permit any of the
Certificates to be issued and sold to or held in a form other than fully-registered form by
non-United States Persons, to establish entitlement to an exemption from United States withholding
tax or reporting requirements with respect to distributions on any of the Certificates or to
comply, or facilitate compliance, with other applicable laws, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange on which any of the Certificates may be listed, or
as may, consistently herewith, be determined by the officers executing such Certificates, as
evidenced by their execution thereof. While Certificates may contain any of the above-referenced
provisions with respect to Certificates issued in a form other than fully-registered form, no
Certificates may actually be issued in such form until the [Trustee] [Securities Administrator]
shall have executed an appropriate amendment to this Agreement
pursuant to Section 14.01(5)
providing for such issuance.



     The definitive Regular Certificates shall be printed, lithographed or engraved or produced by
any combination of these methods or may be produced in any other manner permitted by the rules of
any securities exchange on which any of the Regular Certificates may be listed, all as determined
by the officers executing such Certificates, as evidenced by their execution thereof. The
definitive Residual Certificates may be produced in any manner permitted for the definitive Regular
Certificates or may be typewritten, all as determined by the officers executing such Certificates,
as evidenced by their execution thereof.



     SECTION 3.02. Forms of Certificates and Certificate of Authentication.



     (a) The form of the face of a Floating Rate Regular Certificate is as follows:




PRINCIPAL OF THIS CERTIFICATE IS DISTRIBUTABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



28









 





[TITLE OF CERTIFICATES]

SERIES [          ]

CLASS                     

FINAL DISTRIBUTION DATE:                     

ACCRUAL DATE:                     




			
	 	 	 
	$                    
	 	No.                     






     This Certificate evidences an undivided interest in a portion of the distributions receivable
with respect to a pool of [specify types of Agency Securities] [and certain other assets], which
pool was created and sold by



[          ]



This Certificate does not represent an obligation or interest in [          ] or the Trustee or the
Securities Administrator referred to below or any of their respective affiliates. This Certificate
is not guaranteed or insured by any governmental agency or instrumentality.




     This Certificate certifies that                      is the registered owner of an undivided
interest in a portion of the distributions receivable with respect to a pool of [specify types of
Agency Securities] [and certain other assets] (collectively, the “Trust Fund”), which pool was
created and sold by [          ] (hereinafter called the “Depositor”, which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created pursuant to a Deposit
Trust Agreement dated as of                     , [          ] (the “Agreement”) among the Depositor,
                                        , as trustee (the “Trustee”, which term includes any successor trustee under the
Agreement), and                                , as securities administrator (the “Securities Administrator,” which
term includes any successor securities administrator under the Agreement), a summary of certain of
the pertinent provisions of which are hereinafter set forth. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which
reference is hereby made for a statement of the respective rights thereunder of the Depositor, the
Trustee, the Securities Administrator and the Holders of all Certificates issued thereunder and to
which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.



     Pursuant to the terms of the Agreement, the Trustee is required to distribute to the
registered holder of this Certificate, but only out of the distributions received with respect to
the Trust Fund and only to the extent such distributions are adequate for such purpose, the
principal balance of                                          Dollars in [monthly] [quarterly] [annual] installments on
                    ,                     ,                     , and
     
      
          (the “Principal Distribution Dates”) in each
year, commencing no later than                      (the “Initial Principal Distribution Date”) and ending on
or before                      (the “Final Distribution Date”) and interest (computed on the basis of a
360-day year of twelve 30-day months) [monthly] [quarterly] [annual] on                     ,                     ,
                    , and                     , in each year (the “Interest Distribution Dates”), commencing on
                    , at the rate of percent (___%) per annum, in an amount equal to the interest accrued on
the outstanding principal balance of this Certificate during the [one] [three] [twelve]-month
period ending [one month prior to] on each such Interest Distribution Date (each



29









 




such period being hereinafter referred to as an “Interest Accrual Period”) or, in the case of
the first Interest Distribution Date, in an amount equal to the interest accrued from the Accrual
Date set forth above to                     ,                     . [Interest accrued on this Certificate in any Interest
Accrual Period will be calculated on the assumption that any distribution of principal made with
respect to this Certificate on a Principal Distribution Date that occurs during such Interest
Accrual Period was instead made one month prior to such Principal Distribution Date.] Installments
of principal of this Certificate will be distributable in the amounts and on the dates described on
the reverse hereof.




     Distributions of principal of, and interest on, this Certificate are payable in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts. All distributions made by the [Trustee] [Securities Administrator] with
respect to this Certificate shall be applied first to interest accrued on this Certificate as
provided above and then to the reduction of the outstanding principal balance of this Certificate.
Except as provided on the reverse hereof, any installment of principal or interest that is not
distributed when and as due shall accrue interest at the rate at which interest accrues on the
principal balance of this Certificate from the date due to the date of distribution thereof.



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



     Unless the certificate of authentication hereof has been executed by the Certificate
Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



     IN WITNESS WHEREOF, the [Trustee] [Securities Administrator] has caused this Certificate to be
duly executed under its official seal.



Dated:




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	as [Trustee] [Securities Administrator] 	 
	 	 	 	 
	 



[SEAL]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     (b) The form of the face of a Fixed Rate Certificate that is not an Accrual Certificate is as
follows:




PRINCIPAL OF THIS CERTIFICATE IS DISTRIBUTABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



30









 





[TITLE OF CERTIFICATES]

SERIES [  ]




CLASS                                         

FINAL DISTRIBUTION DATE:

ACCRUAL DATE:                                         




			
	 	 	 
	$                                        
	 	No.                                         






     This Certificate evidences an undivided interest in a portion of the distributions receivable
with respect to a pool of [specify types of Agency MBSs] [and certain other assets], which pool was
created and sold by



[          ]




     This Certificate does not represent an obligation or interest in [     ] or the Trustee or the
Securities Administrator referred to below or any of their respective affiliates. This Certificate
is not guaranteed or insured by any governmental agency or instrumentality.



     This Certificate certifies that                                          is the registered owner of an undivided
interest in a portion of .the distributions receivable with respect to a pool of [specify types of
Agency MBSs] [and certain other assets] (collectively, the “Trust Fund”), which pool was created
and sold by [     ] (hereinafter called the “Depositor”, which term includes any successor entity under
the Agreement referred to below). The Trust Fund was created pursuant to a Deposit Trust Agreement
dated as of                  
   , [     ] (the “Agreement”) among the Depositor,
                                   , as trustee
(the “Trustee”, which term includes any successor trustee under the Agreement), and     
                ,
as securities administrator (the “Securities Administrator,” which term includes any successor
securities administrator under the Agreement), a summary of certain of the pertinent provisions of
which are hereinafter set forth. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which reference is hereby made for a
statement of the respective rights thereunder of the Depositor, the Trustee, the Securities
Administrator and the Holders of all Certificates issued thereunder and to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is
bound.



     Pursuant to the terms of the Agreement, the [Trustee] [Securities Administrator] is required
to distribute to the registered holder of this Certificate, but only out of the distributions
received with respect to the Trust Fund and only to the extent such distributions are adequate for
such purpose, the principal balance of                                          Dollars in [monthly]
[quarterly] [annual] installments on                     ,                     ,                     , and
                     (the
“Principal Distribution Dates”) in each year, commencing no later than                      (the “Initial
Principal Distribution Date”) and ending on or before                      (the “Final Distribution Date”)
and interest (computed on the basis of a 360-day year of twelve 30-day months) [monthly]
[quarterly] [annually] on                     ,                     ,



31









 




                     and                      in each year (the ''Interest Distribution Dates”), commencing on
                    , at the rate of ___percent (                    %) per annum, in an amount equal to the interest
accrued on the outstanding principal balance of this Certificate during the [one] [three]
[twelve]-month period ending [one month prior to] [on] each such Interest Distribution Date (each
such period being hereinafter referred to as an “Interest Accrual Period”) or, in the case of the
first Interest Distribution Date, in an amount equal to the interest accrued from the Accrual Date
set forth above to                     . [Interest accrued on this Certificate in any Interest Accrual
Period will be calculated on the assumption that any distribution of principal made with respect to
this Certificate on a Principal Distribution Date that occurs during such Interest Accrual Period
was instead made one month prior to such Principal Distribution Date.] Installments of principal
of this Certificate will be distributable in the amounts and on the dates described on the reverse
hereof.




     Distributions of principal of, and interest on, this Certificate are payable in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts. All distributions made by the [Trustee] [Securities Administrator] with
respect to this Certificate shall be applied first to interest accrued on this Certificate as
provided above and then to the reduction of the outstanding principal balance of this Certificate.
Except as provided on the reverse hereof, any installment of principal or interest that is not
distributed when and as due shall accrue interest at the rate at which interest accrues on the
principal balance of this Certificate from the date due to the date of distribution thereof.



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



Unless the certificate of authentication hereof has been executed by the Certificate Registrar, by
manual signature, this Certificate shall mot be entitled to any benefit under the Agreement or be
valid for any purpose.



     IN WITNESS WHEREOF, the [Trustee] [Securities Administrator] has caused this Certificate to be
duly executed under its official seal.



Dated:




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	as [Trustee] 	 
	 	 	 	 
	 



[SEAL]




	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     (c) The form of the face of a Regular Certificate that is an Accrual Certificate is as
follows:




32











 






	 	 	INTEREST ACCRUES ON THIS CERTIFICATE BUT MAY NOT BE DISTRIBUTABLE FOR A CONSIDERABLE PERIOD.
UNTIL DISTRIBUTABLE, SUCH ACCRUED BUT UNDISTRIBUTED INTEREST IS ADDED TO THE PRINCIPAL OF
THIS CERTIFICATE. THEREAFTER, PRINCIPAL OF THIS CERTIFICATE IS DISTRIBUTABLE IN
INSTALLMENTS. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY
TIME MAY BE SIGNIFICANTLY DIFFERENT FROM THE AMOUNT SHOWN ON THE FACE HEREOF.





[TITLE OF CERTIFICATES]

SERIES [      ]




CLASS                                         

FINAL DISTRIBUTION DATE:                                         

ACCRUAL DATE:                                         




			
	 	 	 
	$                                        
	 	No.                                         






     This Certificate evidences an undivided interest in a portion of the distributions receivable
with respect to a pool of [specify types of Agency MBSs] [and certain other assets], which pool was
created and sold by



[      ]




     This Certificate does not represent an obligation of or interest in [ ] or the Trustee or the
Securities Administrator referred to below or any of their respective affiliates. This Certificate
is not guaranteed or insured by any governmental agency or instrumentality.



     This Certificate certifies that                      is the registered owner of an undivided interest
in a portion of the distributions receivable with respect to a pool of [specify types of Agency
MBSs] [and certain other assets] (collectively, the “Trust Fund”), which pool was created and. sold
by [ ] (hereinafter called the “Depositor”, which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created pursuant to a Deposit Trust Agreement
dated as of       
         
     , [ ]  
        ] (the “Agreement”) among the Depositor,                     , as trustee (the
“Trustee,” which term includes any successor trustee under the Agreement), and                     , as
securities administrator (the “Securities Administrator,” which term includes any successor
securities administrator under the Agreement), a summary of certain of the pertinent provisions of
which are hereinafter set forth. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which reference is hereby made
for a statement of the respective rights thereunder of the Depositor, the Trustee, the Securities
Administrator and the Holders of all Certificates issued thereunder and to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is
bound.



33









 




Pursuant to the terms of the Agreement, the [Trustee] [Securities Administrator] is required to
distribute to the registered holder of this Certificate, but only out of the distributions received
with respect to the Trust Fund and only to the extent such distributions are adequate for such
purpose, the principal balance of                      Dollars in [monthly] [quarterly] [annual]
installments on                     ,                     ,                     , and                  
    (the “Principal Distribution
Dates”) in each year, commencing no later than                      (the “Initial Principal Distribution
Date”) and ending on or before                      (the “Final Distribution Date”) and interest (computed
on the basis of a 360-day year of twelve 30-day months) [monthly] [quarterly] [annual] on
      
        
      ,  
         
          ,  
            
       , and     
             
   , in each year (the “Interest Distribution
Dates”), commencing on the Initial Interest Distribution Date for this Certificate; as defined
below, at the rate of                      percent (___%) per annum, in an amount equal to the interest
accrued on the outstanding principal balance of this Certificate (including in such unpaid
principal balance the amount, if any, of interest accrued but not distributed on this Certificate
and added to the principal balance hereof as described below) during the [one] [three]
[twelve]-month period ending [one month prior to] [on] each such Interest Distribution Date (each
such period being hereinafter referred to as an “Interest Accrual Period”) or, in the case of the
first Interest Distribution Date, in an amount equal to the interest accrued from the Accrual Date
set forth above to                      (such period being hereinafter referred to as the first Interest
Accrual Period); provided, however, that the amount of interest distributable on this Certificate
on the Initial Interest Distribution Date for this Certificate may, as described below, be less
than the entire amount of interest accrued hereon during the immediately preceding Interest Accrual
Period.




     Prior to the Initial Interest Distribution Date for this Certificate, interest on this
Certificate shall not be distributable to the Holder of this Certificate but. shall instead accrue
from the Accrual Date at the rate stated above. On each Interest Distribution Date prior to the
Initial Interest Distribution Date, an amount equal to the interest accrued on the outstanding
principal balance of this Certificate (including in such outstanding principal balance any interest
accrued but not distributable on this Certificate) during the immediately preceding Interest
Accrual Period shall be added to the outstanding principal of this Certificate. [Interest accrued
on this Certificate in any Interest Accrual Period will be calculated on the assumption that any
distribution of principal made with respect to this Certificate and any accrued interest added to
the outstanding principal balance of this Certificate on a Principal Distribution Date that occurs
during such Interest Accrual Period was instead made and/or added one month prior to such.
Principal Distribution Date.] On the earlier of the Initial Principal Distribution Date and the
Principal Distribution Date, if any, prior thereto on which the outstanding principal balance of
the Class ___Certificates referred to on the reverse hereof is paid in full (the “Initial
Interest Distribution Date” for this Certificate), the amount, if any, of the installment of
interest distributable on this Certificate shall be equal to the lesser of (a) the product of (i)
the Aggregate Regular Certificate Distribution Amount for such Distribution Date less the aggregate
amount of principal and interest distributed with respect to all other Classes of Certificates on
such Distribution Date, and (ii) a fraction, the numerator of which is the original principal
balance of this Certificate and the denominator of which is the aggregate original principal
balance of all Outstanding Regular Certificates of the same Class as this Certificate, and (b) the
amount of interest accrued, at the rate and in the manner specified above, on this Certificate
during the immediately preceding Interest Accrual Period. The excess, if any, of the amount of
interest



34









 




accrued on this Certificate during the immediately preceding Interest Accrual Period over the
amount of the installment of interest distributable on this Certificate on its Initial Interest
Distribution Date shall be added to the outstanding principal balance of this Certificate on such
Initial Interest Distribution Date.




     [If the Initial Interest Distribution Date for this Certificate occurs on or before
                     (the first Interest Distribution Date after the end of the Shortfall Period for the GPM
MBSs included in the Trust Fund), then, for each Interest Distribution Date thereafter until the
first Interest Distribution Date after [insert same date as was inserted above], the Aggregate
Regular Certificate Distribution Amount may be an amount less than the aggregate amount of interest
accrued on all of the Regular Certificates of the same Class as this Certificate during the
immediately preceding Interest Accrual Period. In such event the amount of interest distributable
on this Certificate on each such Interest Distribution Date shall be the product of (a) the
Aggregate Regular Certificate Distribution Amount for such Distribution Date less all interest, if
any, distributable on such Interest Distribution Date on all other Classes of Regular Certificates
then Outstanding, and (b) a fraction, the numerator of which is the original principal balance of
this Certificate and the denominator of which is the aggregate original principal balance of all
Outstanding Regular Certificates of the same Class as this Certificate. The excess, if any, of (a)
the amount of interest so accrued on this Certificate during the immediately preceding Interest
Accrual Period over (b) the amount of the installment of interest then distributable on this
Certificate shall be added to the outstanding principal balance of this Certificate on such
Interest Distribution Date.]



     Installments of principal of this Certificate will be distributable in the amounts and on the
dates described on the reverse hereof.



     Distributions of principal of, and interest on, this Certificate are payable in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts. All distributions made by the [Trustee] [Securities Administrator] with
respect to this Certificate shall be applied first to interest accrued on this Certificate as
provided above and then to the reduction of the outstanding principal balance of this Certificate.
Except as provided on the reverse hereof, any installment of principal or interest that is not
distributed when and as due shall accrue interest at the rate at which interest accrues on the
principal balance of this Certificate from the date due to the date of distribution thereof.



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



     Unless the certificate of authentication hereof has been executed by the Certificate
Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



     IN WITNESS WHEREOF, the [Trustee] [Securities Administrator] has caused this Certificate to be
duly executed under its official seal.



35









 





	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	as [Trustee] [Securities Administrator]	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 

	 	 
	 

	 	 	 	          Authorized Officer	 	 






     (d) The form of the reverse of all Fixed Rate Certificates is as follows:



     This Certificate is one of a duly authorized issue of Certificates designated as Series [ ]
(herein collectively called the “Regular Certificates”), issued in                     Classes (Classes
___, ___, ___and ___) under the Agreement.



     The aggregate amount of each installment of principal distributable on the Regular
Certificates on each Principal Distribution Date is equal to the lesser of (i) funds remaining in
the Collection Account on such Distribution Date after the subtraction of an amount equal to the
amount distributable as interest on the Regular Certificates on such Distribution Date and (ii) the
sum of:



     (1) the Accrual Distribution Amount, if any, for such Principal Distribution Date;



     (2) the Principal Distribution Amount, if any, for such Principal Distribution Date; and



     (3) the Spread Distribution Amount, if any, for such Principal Distribution Date.



     The aggregate amount of principal distributable on the Regular Certificates on each Principal
Distribution Date as described above is distributable [pro rata among the Certificates of all
Classes.] [___% to the Certificates of Class ___and ___% to the Certificates of Classes___
and ___(the “Sequential Payment Certificates”). The amount distributable on the Sequential
Payment Certificates on any Principal Distribution Date is distributable] [first on the
Certificates of Class ___, until the entire principal balance of such Class      Certificates has been
retired. On the Principal Distribution Date on which the entire principal balance of Class
___Certificates has been retired, any remaining amounts required to be distributed on such
Principal Distribution Date as principal of the [Sequential Payment] [Regular] Certificates shall
be distributed on the Class ___Certificates. Thereafter, all amounts required to be distributed
on each Principal Payment Date as principal of the [Sequential Payment] [Regular] Certificates
shall continue to be distributed as principal of the Class ___Certificates until the entire
principal balance thereof has been retired. Distributions of principal of the remaining Classes of
[Sequential Payment] [Regular] Certificates shall be made in a similar manner, with the required
principal distribution on each Principal Distribution Date always being applied first to the
reduction of the principal balance of the then Outstanding Class of the [Sequential Payment]
[Regular] Certificates having the earliest Final Distribution Date of all [Sequential



36









 




Payment] [Regular] Certificates then Outstanding.] Distributions of principal of a Class of
Regular Certificates shall in all cases be made pro rata among all Outstanding Certificates of such
Class, without preference or priority of any kind.




     Notwithstanding the foregoing, the Agreement provides that a Deficiency Event thereunder will
occur if (i) there are insufficient amounts in the Collection Account on any Distribution Date to
distribute to Holders of Regular Certificates all interest at the time accrued and distributable
thereon and amounts of principal equal to the sum of sub-clauses (1) through (3) of clause (ii)
above, (ii) the entire unpaid principal balance of each Class of Regular Certificates shall not
have been completely distributed on or before the Final Distribution Date for such Class or (iii)
with respect to each Class of Regular Certificates that is still Outstanding on its Initial
Principal Distribution Date, an installment of principal shall not have been distributed by such
Initial Principal Distribution Date.



     Distribution of the then remaining undistributed principal balance of this Certificate on its
Final Distribution Date or on such earlier date as payments received with respect to the assets
included in the Trust Fund are required to be distributed in payment of the then remaining unpaid
principal balance of this Certificate, or payment of the Termination Price payable on the
Termination Date, shall be made only upon presentation of this Certificate to the office or agency
of the [Trustee] [Securities Administrator] maintained for such purpose. Interest distributable on
this Certificate on each Interest Distribution Date, together with any installment of principal of
this Certificate on each Interest Distribution Date that is also a Principal Distribution Date for
this Certificate, and any special distributions required to be made on this Certificate on any
Special Distribution Date to the extent not in full payment of this Certificate, shall be made by
check mailed to the Person whose name appears as the registered Holder of this Certificate (or one
or more Predecessor Certificates) on the Certificate Register as of the Record Date preceding such
Interest Distribution Date or such Special Distribution Date.



     Checks for amounts that include distributions of principal of this Certificate shall be mailed
to the Person entitled thereto at the address of such Person as it appears on the Certificate
Register as of the applicable Record Date without requiring that this Certificate be submitted for
notation of payment and checks returned undelivered will be held for payment to the Person entitled
thereto, subject to the terms of the Agreement, at the office or agency in the United States of
America designated for such purpose pursuant to the Agreement. Any reduction in the principal
balance of this Certificate (or any one or more Predecessor Certificates) effected by any
distributions made on any Principal Distribution Date, Special Distribution Date or Deficiency
Distribution Date shall be binding upon all Holders of this Certificate and of any Certificate
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not noted hereon.



     If funds are expected to be available, as provided in the Agreement, to make a distribution in
full of the then remaining unpaid principal balance of this Certificate on a Principal Distribution
Date or Special Distribution Date that is prior to the Final Distribution Date, then the [Trustee]
[Securities Administrator] will notify the Person who was the registered Holder hereof on the day
of the month [prior to the month] in which such Principal Distribution Date or Special Distribution
Date occurs, by notice mailed no later than the                     day of such



37









 




month, and the amount then distributable shall, if sufficient funds therefor are available, be
distributable only upon presentation of this Certificate to the office or agency maintained for
such purpose.




     Any portion of any installment of principal or interest that was distributable but was not
distributed or duly provided for on a Distribution Date or Special Distribution Date shall
forthwith cease to be payable to the Person who was the registered Holder of this Certificate on
the applicable Record Date, and shall be distributed, in whole or in part, to the extent funds are
available for such payment, on each Deficiency Distribution Date thereafter until all such overdue
amounts are paid or duly provided for, to the Person in whose name this Certificate (or one or more
Predecessor Certificates) is registered on the Record Date applicable to each such Deficiency
Distribution Date or at any other-time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Certificates may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the Agreement.



     If a Deficiency Event as defined in the Agreement and as described above shall occur and be
continuing, the Agreement provides that, to the extent distributions are being made as described in
the penultimate sentence of this paragraph, the Holders of Regular Certificates aggregating not
less than 50% of the Aggregate Current Principal Amount may direct the Trustee to sell the Trust
Fund in the manner and subject to the conditions described in the Agreement. In such event, the net
proceeds of such sale would be distributed as a final distribution on the Regular Certificates and
Holders thereof may receive less than, but in no event more than, the unpaid principal balance
thereof and unpaid interest accrued thereon to the date (one month prior to the date] of such final
distribution. The Agreement also provides that, notwithstanding the occurrence of a Deficiency
Event, under certain circumstances specified in the Agreement, all amounts collected as proceeds of
the Trust Fund or otherwise shall continue to be applied to monthly distributions of principal of
and interest on the Regular Certificates in the same order of priority as if such Deficiency Event
had not occurred. In all other circumstances, following the occurrence of a Deficiency Event, all
amounts collected as proceeds of the Trust Fund or otherwise shall be distributed monthly pro rata
among all Regular Certificates, without preference or priority, first as distributions of interest
and then as distributions with respect to principal. In such event, interest on the then unpaid
principal balance of this Certificate shall accrue at the Highest Certificate Interest Rate.



     As provided in the Agreement and only under special circumstances specified therein, the
principal of the Regular Certificates is subject to retirement pursuant to special distributions at
100% of the principal balance thereof to be so retired by such special distribution (including
interest accrued but not distributed on a Class of Accrual Certificates and added to the principal
thereof) together with accrued and undistributed interest on such principal balance to be so
retired from the end of the preceding Interest Accrual Period (or the Accrual Date if no Interest
Distribution Date has yet occurred) to the date [one month prior to the date] of such special
distribution. Any such special distribution with respect to the Regular Certificates will be made
on the applicable Special Distribution Date and in the manner hereinabove set forth. As provided in
the Agreement, all special distributions will be in the same proportions and on the same priorities
as hereinabove set forth for distributions of principal on .a Principal Distribution Date.



38









 




If provision is made for a special distribution of principal of this Certificate in accordance
with the Agreement, the portion of the principal balance of this Certificate retired in such
special distribution shall thereupon cease to accrue interest from and after the date [one month
prior to the date] set for such distribution.




     The obligations created by the Agreement and the Trust Fund created thereby shall terminate
upon distribution to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the later of (i) the
maturity or other liquidation of the last Agency MBS subject thereto, and (ii) the repurchase by
the Depositor from the Trust Fund of all remaining Agency MBSs. The Agreement permits, but does not
require, the Depositor to repurchase all remaining Agency MBSs at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the Certificates, but the
Depositor’s right to repurchase such remaining Agency MBSs may not be exercised prior to (a) the
time that the Aggregate Agency MBS Principal Balance is less than ___% of the Aggregate Agency
MBS Principal Balance at the Closing Date or (b) [date]. In the event of such a repurchase and
termination, the amount distributable to the Holder of a Regular Certificate will be of the
principal balance thereof together with accrued interest to [the date one month prior to] the
Distribution Date on which the proceeds of such repurchase are required to be distributed.



     As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate may be registered on the Certificate Register, upon surrender of this
Certificate for registration of transfer at the office or agency designated for that purpose
pursuant to the Agreement, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Regular Certificates of the same Class,
of authorized denominations and in the same aggregate initial principal balance, will be issued to
the designated transferee or transferees.



     Prior to the due presentment for registration of transfer of this Certificate, the Trustee,
the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered (i) on any Record Date, for purposes of making
distributions, and (ii) on any other date for any other purpose, as the owner hereof, whether or
not any distribution required to be made on this Certificate shall be overdue, and neither the
Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary.



     The Agreement permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Trustee and the Depositor and the rights of
the Holders of the Certificates under the Agreement at any time by the Trustee with the consent of
the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular
Certificates, Current Principal Amounts aggregating not less than [66%] of the Aggregate Current
Principal Amount of such Class and, as to Residual Certificates, Percentage Interests aggregating
not less than [66%]. Any such consent by the Holder, at the time of the giving thereof, of this
Certificate (or any one or more Predecessor Certificates) shall be conclusive and binding upon such
Holder and upon all future Holders of this Certificate and of



39









 




any Certificate issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The
Agreement also permits the amendment or waiver of certain terms and conditions set forth in the
Agreement without the consent of Holders of any Certificates issued thereunder.




     The Regular Certificates are issuable only in registered form in denominations as provided in
the Agreement and subject to certain limitations therein set forth. The Regular Certificates are
exchangeable for a like aggregate initial principal amount of Regular Certificates of the same
Class of different authorized denominations, as requested by the Holder surrendering same.



     The [Trustee] [Securities Administrator] has executed this Certificate solely as [trustee]
[securities administrator] under the Agreement and the [Trustee] [Securities Administrator] shall
be liable hereunder only in respect of the assets of the Trust Fund created by such Agreement.



     The remedies of the Holder hereof as provided herein, or in the Agreement, shall be cumulative
and concurrent but may be pursued solely against the assets of the Trust Fund. No failure on the
part of the Holder in exercising any right or remedy hereunder shall operate as waiver or release
thereof, nor shall any single or partial exercise of any such right or remedy preclude any other
further exercise thereof or the exercise of any other right or remedy hereunder.



     As provided in the Agreement, this Certificate and the Agreement shall be construed in
accordance with, and governed by, the laws of the State of New York applicable to agreements made
and to be performed therein.



     (e) The form of the reverse of a Floating Rate Certificate is as follows:



     This Certificate is one of a duly authorized issue of Certificates designated as Series [ ]
(herein collectively called the “Regular Certificates”), issued in ___Classes (Classes ___, ___,
___and ___) under the Agreement.



     The Class ___, Class ___and Class ___Regular Certificates will accrue interest at the
fixed rates per annum specified on the faces thereof.



     During the initial Interest Accrual Period the Class [ ] Regular Certificates will accrue
interest at a rate of ___% per annum. During such subsequent Interest Accrual Period, the Class
___Regular Certificates will accrue interest, subject to a maximum rate of ___% per annum, at
a rate per annum of___% in excess of the base rate determined for such Interest Accrual Period by
the [Trustee] [Securities Administrator] in the manner described below (the “Base Rate”).




     On                     and thereafter on the ___business day preceding each Interest
Distribution Date so long as the Class ___Regular Certificates are still outstanding (each
such date an “Interest Determination Date”), the [Trustee] [Securities Administrator] will
be determined as follows: [Insert description of applicable base rate from Schedule I.]



40









 





     The establishment of the Base Rate by the [Trustee] [Securities Administrator] and the
[Trustee’s] [Securities Administrator’s] subsequent calculation of the Certificate Interest Rate
applicable to the Class ___Regular Certificates for the relevant Interest Accrual Period shall
(in the absence of manifest error) be final and binding. [The [Trustee] [Securities Administrator]
shall cause each Certificate Interest Rate established as aforesaid for each Interest Accrual
Period to be published promptly after the determination thereof, in a newspaper of general
circulation in New York City.]



     [The remainder of the form of the reverse of a Floating Rate Certificate shall be as set forth
in subsection (d) of this Section 3.02 beginning with the second paragraph thereof.]



     (f) The form of Residual Certificate is as follows:




	 	 	THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE REGULAR CERTIFICATES
DESCRIBED IN THE DEPOSIT TRUST AGREEMENT REFERRED TO HEREIN.
	 
	 	 	THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT OR LAWS OR IS SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 3.07 OF THE DEPOSIT TRUST AGREEMENT REFERRED TO HEREIN.





[TITLE OF RESIDUAL CERTIFICATES],

SERIES [     ]




Percentage Interest: ___%




     This Certificate evidences a percentage interest in any distributions allocable to the Residual
Certificates with respect to a pool of [specify types of Agency Securities] [and certain other
assets], which pool was created and sold by



[     ]




     This Certificate does not represent an obligation of or interest in [     ] or the Trustee or
the Securities Administrator referred to below or any of their affiliates. This Certificate is not
guaranteed or insured by any governmental agency or instrumentality.



     This Certificate certifies that                      is the registered owner of the Percentage
Interest evidenced by this Certificate as set forth above in a portion of the distributions
receivable with respect to a pool of [specify types of Agency Securities] [and certain other



41









 




assets] (collectively, the “Trust Fund”), which pool was created and sold by
                                         (hereinafter called the “Depositor”, which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created pursuant to a Deposit
Trust Agreement dated as of                     , [     ] (the “Agreement”) among the Depositor,
                    , as trustee (the “Trustee”, which term includes any successor trustee under the
Agreement), and                     , as securities administrator (the “Securities Administrator,” which
term includes any successor securities administrator under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement reference is hereby made for a statement of the respective rights thereunder of the
Depositor, the Trustee, the Securities Administrator and the Holders of all Certificates issued
thereunder and to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.




     Pursuant to the terms of the Agreement, the Trustee is required to distribute on the ___day
of [each month] or, if such day is not a Business Day, the Business Day immediately following (the
“Distribution Date”), commencing on                     , [     ], to the Person in whose name this
Certificate is registered at the close of business on the ___day (or if such ___day is not a
Business Day, the Business Day immediately preceding such ___day) of the [second] month next
preceding the month of such distribution (the “Record Date”), an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the portion of the distributions received
with respect to the assets in the Trust Fund that are distributable to Holders of Residual
Certificates, as provided in the Agreement. The interests of Holders of Residual Certificates in
the assets in the Trust Fund are in all cases subordinate and subject to the prior rights of
Holders of Regular Certificates as specified in the Agreement.



     Distributions on this Certificate will be made by the [Trustee] [Securities Administrator] by
check mailed to the address of the Person entitled thereto, as such name and address shall appear
on the Certificate Register, unless such Person requires by written notice to the [Trustee]
[Securities Administrator] at the time of issuance or registration of this Certificate, or at least
ten days prior to a Distribution Date, that such payments be made thereafter by wire transfer of
immediately available funds to the account specified by such Person. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the [Trustee]
[Securities Administrator] of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency maintained for that purpose in the City and
State of New York.



     No transfer of this Certificate will be made unless such transfer is exempt from the
registration requirements of the Securities Act of 1933, as amended, and any applicable state
securities laws or is made in accordance with said Act and laws. In the event that such a transfer
is to be made within ([three] years) from the date of initial issuance of the Certificates pursuant
to the Agreement, (i) the [Trustee] [Securities Administrator] or the Depositor may require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the [Trustee]
[Securities Administrator] and the Depositor that such transfer is exempt (describing the
applicable exemption and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable statute of any



42









 




state, and (ii) the transferee shall execute an investment letter in the form described by the
Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Securities Administrator and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the [Trustee] [Securities Administrator] and the
Depositor may also require (i) a representation letter, in the form as described by the Agreement,
stating that the transferee is not acquiring this Certificate in violation of the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or (ii) if such transferee is an employee benefit plan subject to ERISA, an Opinion of
Counsel acceptable to and in form and substance satisfactory to the [Trustee] [Securities
Administrator] and the Depositor with respect to the permissibility of such transfer under ERISA.




     Unless the certificate of authentication hereon has been executed by the Certificate
Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



     IN WITNESS WHEREOF, the [Trustee] [Securities Administrator] has caused this Certificate to be
duly executed under its official seal.



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	as [Trustee] [Securities Administrator]	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






     (g) The form of Certificate Registrar’s certificate of authentication is as follows:



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



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Certificate Registrar
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






     (h) The form of the original issue discount legend which will appear on the face of the Class
___ Regular Certificates is as follows:



     [The following information is provided solely for the purposes of applying the federal income
tax original issue discount (“OID”) rules to this Certificate. The issue date of this Certificate
is                     , [     ]. Assuming that OID should be calculated on an assumption that the mortgage
loans underlying the Agency Securities (the “Loans”) prepay at a 0% rate, this Certificate is
issued with no more than $                    of OID per $1,000 of initial principal



43









 




balance, the yield to maturity is ___%, and the amount of OID attributable to the initial
accrual period is
$                     per $1,000 of initial principal balance, computed under the exact
method. Assuming, alternatively, that OID should be calculated based on the assumption that the
Loans prepay at of the Basic Prepayment Assumption, this Certificate has been issued with no more
than
$                     of OID per $1,000 of initial principal balance, the yield to maturity is ___%, and
the amount of OID attributable to the initial accrual period is
$                     per $1,000 of initial
principal balance, computed under the exact method.]




     (i) Any class of Certificates may be issued in the form of a global security. If any security
of a series is issuable in global form, such security may provide that it shall represent the
aggregate amount of outstanding securities from time to time endorsed thereon and may also provide
that the aggregate amount of outstanding securities represented thereby may from time to time be
reduced to reflect exchanges. Any endorsement of a security in global form to reflect the amount,
or any increase or decrease in the amount, of outstanding securities represented thereby shall be
made by the Trustee and in such manner as shall be specified in such security. Any instructions by
the company with respect to a security in global form, after its initial issuance, shall be in
writing but need not comply with Section 102.



     (j) Global securities may be issued in either registered or bearer form and in either
temporary or permanent form. Permanent global securities will be issued in definitive form. Each
such global security shall bear a legend on the face of such Certificate substantially as follows:



[FORM OF FACE OF SECURITY]





	 	 	[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY 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.]





     SECTION 3.03. Regular Certificates Issuable in Classes; General Provisions with Respect
to Distributions of Principal and Interest; Denominations.



     (a) The aggregate principal amount of Regular Certificates that may be authenticated and
delivered under this Agreement is limited to $                    (exclusive of the principal amount of
Accrual Certificates which represents interest accrued thereon and added to the original principal
balance thereof), except for Certificates authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Certificates pursuant to Sections 3.05, 3.07,



44









 





3.08 or 13.05 of this Agreement. Such aggregate principal amount shall be divided among ___
Classes having designations, original principal amounts, Certificate Interest Rates, Initial
Principal Distribution Dates and Final Distribution Dates as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Certificate	 	Initial Principal	 	Final
	 	 	Principal	 	Interest	 	Distribution	 	Distribution
	Designation	 	Amount	 	Rate	 	Date	 	Date
	Class ___
	 	$	 	 	 	 	1	 	 	 	 	 	 	 	 	 
	Class ___
	 	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 
	Class ___
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class ___2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	1/	 	The Class ___ Certificates shall be Floating Rate Certificates.

	 
	2/	 	The Class ___ Certificates shall be Accrual Certificates.





     During the initial Interest Accrual Period (applicable to the Interest Distribution Date
falling on
                                        ), the Class ___ Certificates will accrue interest at the rate of ___%
per annum. During each subsequent Interest Accrual Period, the Class
___ Certificates will accrue
interest at a rate per annum equal to the sum of the Base Rate and ___% Subject to a maximum rate
of ___% per annum.



     On each Interest Determination Date until all the Floating Rate Certificates are retired, the
[Trustee] [Securities Administrator] shall determine the Base Rate and the resulting Certificate
Interest Rate to be applicable to the Floating Rate Certificates for the related Interest Accrual
Period.



     (b) Promptly after its determination thereof on each Interest Determination Date, the
[Trustee] [Securities Administrator] will advise the Depositor of the Certificate Interest Rate
applicable to the Floating Rate Certificates for the related Interest Accrual Period [and will use
its best efforts to cause such Certificate Interest Rate to be published in a newspaper of general
circulation in New York City].



     The establishment of the Base Rate by the [Trustee] [Securities Administrator] and the
[Trustee’s] [Securities Administrator’s] subsequent calculation of the Certificate Interest Rate
applicable to the Floating Rate Certificates for each Interest Accrual Period shall (in the absence
of manifest error) be final, conclusive and binding upon the Certificateholders, the Depositor and
any of their respective partners, beneficiaries, agents, officers, directors, employees or
successors or assigns. The principal of each Regular Certificate shall be distributable in
installments beginning no later than the Initial Principal Distribution Date therefor and ending no
later than the Final Distribution Date therefor unless the unpaid principal balance of such
Certificate becomes distributable at an earlier date by reason of the occurrence of a Deficiency
Event or termination of the Trust Fund pursuant to Article XII or otherwise.



     (c) The aggregate amount of each installment of principal distributable on the Regular
Certificates on each Principal Distribution Date is equal to the lesser of (i) funds remaining in
the Collection Account on such Distribution Date after the subtraction of an amount



45









 




equal to the amount distributable as interest on the Regular Certificates on such Distribution
Date and (ii) the sum of:





     (1) the Accrual Distribution Amount, if any, for such Principal Distribution Date;




     (2) the Principal Distribution Amount, if any, for such Principal Distribution Date;
and




     (3) the Spread Distribution Amount, if any, for such Principal Distribution Date.



     The aggregate amount of principal distributable on the Regular Certificates on each Principal
Distribution Date as described above is distributable [pro rata among the Certificates of all
Classes.] [___% to the Certificates of Class ___and ___% to the Certificates of Classes ___, ___
and ___(the “Sequential Payment Certificates”). The amount distributable on the Sequential
Payment Certificates on any Principal Distribution Date is distributable] [first on the
Certificates of Class ___, until the entire principal balance of such Class ___Certificates has
been retired. On the Principal Distribution Date on which the entire principal balance of Class
___Certificates has been retired, any remaining amounts required to be distributed on such
Principal Distribution Date as principal of the [Sequential Payment] [Regular] Certificates shall
be distributed on the Class ___Certificates. Thereafter, all amounts required to be distributed
on each Principal Payment Date as principal of the [Sequential Payment] [Regular] Certificates
shall continue to be distributed as principal of the Class ___Certificates until the entire
principal balance thereof has been retired. Distributions of principal of the remaining Classes of
[Sequential Payment] [Regular] Certificates shall be made in a similar manner, with the required
principal distribution on each Principal Distribution Date always being applied first to the
reduction of the principal balance of the then Outstanding Class of the [Sequential Payment]
[Regular] Certificates having the earliest Final Distribution Date of all [Sequential Payment]
[Regular] Certificates then Outstanding.] Distributions of principal of a Class of Regular
Certificates shall in all cases be made pro rata among all Outstanding Certificates of such Class,
without preference or priority of any kind.



     (d) Subject to the right of a Holder of a Class of Regular Certificates to receive interest on
such Certificate in accordance with its terms and to receive a distribution of the entire principal
balance of such Certificate on or before its Final Distribution Date and to receive a distribution
of principal of such Certificate no later than its Initial Distribution Date, the aggregate amount
of principal of and interest on the Regular Certificates distributable on each Distribution Date
shall be equal to the Aggregate Regular Distribution Amount for such Distribution Date. All
distributions made with respect to any Regular Certificate shall be applied first to the interest
then distributable on such Certificate and then to the reduction of the principal balance thereof.
All computations of interest accrued on any Regular Certificate shall be made as if each year
consisted of twelve months of thirty days each.



     Interest accrued on a Regular Certificate of any Class in any Interest Accrual Period shall be
calculated on the assumption that any distribution of principal made with respect to such
Certificate and, in the case of any Accrual Certificate, any accrued interest added to the



46









 




outstanding principal balance thereof, in each case on a Distribution Date that occurs during
such Interest Accrual Period was instead made and/or added one month prior to such Distribution
Date.]




     [Interest on the outstanding principal balance of each Outstanding Regular Certificate (other
than interest on Accrual Certificates, which shall be distributable as described below) shall be
distributable on each Interest Distribution Date at the Certificate Interest Rate applicable to
such Certificate for the period from the Accrual Date, or such later date to which interest has
been distributed, to [the date one month prior to] such Interest Distribution Date.



     Interest at the applicable Certificate Interest Rate shall accrue on the Current Principal
Amount of each Outstanding Accrual Certificate from the Accrual Date, but none of such accrued
interest shall be distributable until the Initial Interest distribution Date for such Accrual
Certificate (or the first Interest Distribution Date thereafter if the Aggregate Regular
Certificate distribution Amount for such Initial Interest Distribution Date is exactly equal to the
aggregate amount of principal of and interest on all other Classes of Regular Certificates that is
distributable on such Initial Interest Distribution Date). On each Interest Distribution Date
prior to the Initial Interest Distribution Date for an Accrual Certificate, interest that has
accrued (determined as described above) on such Certificate during the preceding Interest Accrual
Period shall be added to the Current Principal Amount of such Certificate and shall thereafter
accrue interest from [the date one month prior to] such Interest Distribution Date. On the Initial
Interest Distribution Date for a Class of Certificates, interest accrued on such Class of Accrual
Certificates during the preceding Interest Accrual Period shall be payable in an amount equal to
the lesser of (a) the difference between (i) the Aggregate Regular Certificate Distribution Amount
for such Initial Interest Distribution Date and (ii) the aggregate amount of principal of and
interest on all other Regular Certificates required to be distributed on such date, and (b) the
amount of interest so accrued on such Class of Accrual Certificates. The portion, if any, of such
interest that is not distributed on such initial Interest Distribution Date shall be added to the
principal of such Class of Accrual Certificates on such Initial Interest Distribution Date and
shall thereafter accrue interest in the manner set forth above.]



     [If the Initial Interest Distribution Date for a Class of Accrual Certificates occurs on or
before the first Interest Distribution Date occurring after the end of the Shortfall Period for the
GPM Agency Securities included in the Trust Fund, then, for each Interest Distribution Date
thereafter until the second Interest Distribution Date after the end of the Shortfall Period for
such GPM Agency Securities, the amount of interest distributable on each Class of Accrual
Certificates on each Interest Distribution Date shall be the lesser of (a) the Aggregate Regular
Certificate Distribution Amount for such Interest Distribution Date less all distributions of
interest, if any, required to be made on such Interest Distribution Date on all other Classes of
Regular Certificates then Outstanding, and (b) the actual amount of interest accrued on such Class
of Accrual Certificates during the immediately preceding Interest Accrual Period. The excess, if
any, of (a) the amount of interest so accrued on each Class of Accrual Certificates during the
immediately preceding Interest Accrual Period over (b) the amount of interest then distributable on
such Class of Accrual Certificates shall be added to the outstanding principal of such Class of
Accrual Certificates on such Interest Distribution Date and shall thereafter accrue interest in the
manner set forth above.]



47









 





     (e) Residual Certificates authenticated and delivered under this Agreement shall evidence
Percentage Interests aggregating 100% of the beneficial ownership of the Residual, except for
Residual Certificates authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Residual Certificates pursuant to Section 3.05, 3.07, 3.08 or 13.05 of
this Agreement. Any distributions on the Residual Certificates shall be made on each Distribution
Date in an aggregate amount equal to the related Residual Certificate Distribution Amount, with the
Holder of any particular Residual Certificate being entitled to receive an amount equal to the
product of (a) such Residual Certificate Distribution Amount and (b) the Percentage Interest
evidenced by such Certificate.



     (f) Notwithstanding any of the foregoing provisions with respect to distributions of principal
of and interest on the Certificates, if a Deficiency Event shall have occurred, then distributions
of principal of and interest on the Certificates subsequent to the Distribution Date upon which
such Deficiency Event first occurred shall be made in accordance with Article VIII.



     (g) Each Certificate shall bear upon the face thereof the designation so selected for the
Class to which it belongs. All Certificates of the same Class shall be identical in all respects
except for the denominations thereof (or Percentage Interests in the Residual represented thereby)
and dates thereof. All Regular Certificates of all Classes at any time Outstanding shall be
identical except for differences among the Certificates of the different Classes in Certificate
Interest Rates, Initial Principal Distribution Dates and Final Distribution Dates and except for
differences herein provided for in the forms of Regular Certificates. All Certificates issued
under this Agreement shall be in all respects equally and ratably entitled to the benefits hereof
without preference, priority or distinction (except as provided herein with respect to the order of
distributions with respect to Regular Certificates of different Classes and the subordination in
right of payment of the Residual Certificates to the Regular Certificates) on account of the actual
time or times of authentication and delivery, all in accordance with the terms and provisions of
this Agreement.



     The Regular Certificates shall be issuable only in denominations equal to an Individual
Certificate and integral multiples thereof (in each case expressed in terms of the principal
balances thereof on the Closing Date). The Residual Certificates shall be issuable only as
registered Certificates evidencing Percentage Interests in the Residual equal to the interest
represented by an Individual Certificate or an integral multiple thereof.



     SECTION 3.04. Execution, Authentication, Delivery and Dating.



     The Certificates shall be executed on behalf of the [Trustee] [Securities Administrator] by
one of the authorized officers of the [Trustee] [Securities Administrator] under its corporate
seal, which may be in facsimile form and be imprinted or otherwise reproduced thereon [and attested
by one of the authorized officers of the [Trustee] [Securities Administrator]]. The signature of
any officer of the [Trustee] [Securities Administrator] on the Certificates may be manual or
facsimile.



     Certificates bearing the manual or facsimile signature of individuals who were at any time the
proper officers of the [Trustee] [Securities Administrator] shall bind the [Trustee] [Securities
Administrator], notwithstanding that such individuals or any of them have ceased to



48









 




hold such offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates.




     Each Certificate authenticated and delivered by the Certificate Registrar to or upon the order
of the Depositor on the Closing Date shall be dated as of the Closing Date. All other Certificates
that are authenticated after the Closing Date for any other purpose under this Agreement shall be
dated the date of their authentication.



     No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory
for any purpose, unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein executed by the Certificate Registrar by the manual
signature of one of its authorized officers or employees, and such certificate upon any Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.



     SECTION 3.05. Temporary Certificates.



     Pending the preparation of definitive Certificates, the [Trustee] [Securities Administrator]
may execute and the Certificate Registrar shall authenticate and deliver, temporary Certificates
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Certificates in lieu of which they may
be so issued and with such variations as the officers executing such Certificates may determine, as
evidenced by their execution of such Certificates.



     If temporary Certificates are issued, the Depositor will cause definitive Certificates to be
prepared without unreasonable delay. After the preparation of definitive Certificates, the
temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the
temporary Certificates at the office or agency to be maintained as provided in Section 3.06,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the [Trustee] [Securities Administrator] shall execute and the Certificate Registrar
shall authenticate and deliver and exchange therefor a like principal balance or fractional
undivided interest of definitive Certificates of the same Class and of authorized denominations or
Percentage Interests. Until so exchanged, the temporary Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Certificates of the same Class.



     SECTION 3.06. Maintenance of Office or Agency.



     (a) The Trustee will maintain in the Borough of Manhattan, the City of New York, the State of
New York, an office or agency where Certificates may be presented or surrendered for payment or may
be surrendered for registration of transfer or exchange, and where notices and demands to or upon
the Trustee in respect of the Certificates and this Agreement may be served. The Trustee will give
prompt written notice to the Depositor of the location and any change in the location, of such
office or agency. Until written notice of any change in the location of such office or agency is
delivered to the Depositor, Certificates may be so presented or surrendered, and such notices and
demands may be made or served, at the office of
                                        
in the Borough of Manhattan,
the City of New York, the State of New



49









 




York, and the Trustee hereby appoints                                          as its agent in the City of New York for
the foregoing purposes.




     The Trustee may also from time to time designate one or more other offices or agencies (in or
outside the City of New York) where the Certificates may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Trustee of its obligation to maintain an
office or agency in the Borough of Manhattan, the City of New York, the State of New York, for the
purposes set forth in the preceding paragraph. The Trustee will give prompt written notice to the
Depositor of any such designation or rescission and of any change in the location of any such other
office or agency.



     (b) The Securities Administrator will maintain in the Borough of Manhattan, the City of New York, the State of
New York, an office or agency where Certificates may be presented or surrendered for payment or may
be surrendered for registration of transfer or exchange, and where notices and demands to or upon
the Securities Administrator in respect of the Certificates and this Agreement may be served. The Securities Administrator will give
prompt written notice to the Depositor of the location and any change in the location, of such
office or agency. Until written notice of any change in the location of such office or agency is
delivered to the Depositor, Certificates may be so presented or surrendered, and such notices and
demands may be made or served, at the office of                                          in the Borough of Manhattan,
the City of New York, the State of New York, and the Securities Administrator hereby appoints                      as its
agent in the City of New York for the foregoing purposes.



     The Securities Administrator may also from time to time designate one or more other offices or agencies (in or
outside the City of New York) where the Certificates may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Securities Administrator of its obligation to maintain an
office or agency in the Borough of Manhattan, the City of New York, the State of New York, for the
purposes set forth in the preceding paragraph. The Securities Administrator will give prompt written notice to the
Depositor of any such designation or rescission and of any change in the location of any such other
office or agency.



     SECTION 3.07. Registration, Registration of Transfer and Exchange.



     (a) The [Trustee] [Securities Administrator] shall cause to be kept a register (the
“Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the
[Trustee] [Securities Administrator] shall provide for the registration of Certificates and the
registration of transfers and exchanges of Certificates. The [Trustee] [Securities Administrator]
is hereby initially appointed “Certificate Registrar” for the purpose of registering Certificates
and transfers of Certificates as herein provided. Upon any resignation of any Certificate
Registrar appointed by the [Trustee] [Securities Administrator], the [Trustee] [Securities
Administrator] shall promptly appoint a successor or, in the absence of such appointment, shall
assume the duties of Certificate Registrar. At any time when the [Trustee] [Securities
Administrator] is not acting as Certificate Registrar, the [Trustee] [Securities Administrator]
shall have the right to rely conclusively upon a certificate of the Certificate Registrar as to the
names and addresses of the



50









 




Holders of the Certificates and the principal amounts (or fractional undivided interests) and
numbers of such Certificates so held.




     (b) Upon surrender for registration of transfer or exchange of any Certificate at the office
or agency to be maintained as provided in Section 3.06, the [Trustee] [Securities Administrator]
shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of any authorized denominations
(or Percentage Interests) and of a like aggregate initial principal balance (or Percentage
Interest) and Class, subject, however, in the case of Residual Certificates, to compliance with the
conditions to transfer set forth below. At the option of the Holder, Certificates may be exchanged
for other Certificates of any authorized denominations (or Percentage Interests) of a like
aggregate initial principal balance (or Percentage Interest) and Class, upon surrender of the
Certificates to be exchanged at such office or agency. Whenever any Certificates are so
surrendered for exchange, the [Trustee] [Securities Administrator] shall execute, and the
Certificate Registrar shall authenticate and deliver, the Certificates that the Certificateholder
making the exchange is entitled to receive. All Certificates issued upon any registration of
transfer or exchange of Certificates shall evidence the same interest in the Trust Fund, and be
entitled to the same benefits under this Agreement, as the Certificates surrendered upon such
registration of transfer or exchange. Every Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.



     (c) No transfer of a Residual Certificate shall be made unless such transfer is exempt from
the registration requirements of the Securities Act of 1933, as amended, and any applicable state
securities laws or is made in accordance with said Act and laws. In the event that such a transfer
is to be made within [      ] years from the Closing Date (i) the [Trustee] [Securities Administrator]
or the Depositor may require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the [Trustee] [Securities Administrator] and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from
said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall
not be an expense of the [Trustee] [Securities Administrator] or the Depositor, and (ii) the
[Trustee] [Securities Administrator] shall require the transferee to execute an investment letter
acceptable to and in form and substance satisfactory to the Depositor and the [Trustee] [Securities
Administrator] certifying to the Depositor and the [Trustee] [Securities Administrator] the facts
surrounding such transfer, which investment letter shall not be an expense of the [Trustee]
[Securities Administrator] or the Depositor. The Holder of a Residual Certificate desiring to
effect such transfer shall, and by the acceptance of such Certificate does hereby agree to,
indemnify the [Trustee] [Securities Administrator] and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such federal and state
laws.



     No transfer of a Residual Certificate shall be made unless the [Trustee] [Securities
Administrator] shall have received either (i) a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the [Trustee] [Securities
Administrator] and the Depositor, to the effect that such transferee is not an employee benefit
plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as



51









 




amended (“ERISA”), nor a person acting on behalf of any such plan, which representation letter
shall not be an expense of the [Trustee] [Securities Administrator] or the Depositor, or (ii) in
the case of any such Residual Certificate presented for registration in the name of an employee
benefit plan subject to ERISA, and Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a trustee of any such plan, an Opinion of Counsel satisfactory to the
[Trustee] [Securities Administrator] and the Depositor to the effect that the purchase or holding
of such Residual Certificate will not result in the assets of the Trust Fund being deemed to be
“plan assets” and subject to the prohibited transaction provisions of ERISA and the Code and will
not subject the Trustee or the Depositor to any obligation in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the [Trustee] [Securities
Administrator] or the Depositor.




     (d) Each Person who has or who acquires any Residual Certificate shall be deemed by the
acceptance or acquisition of such Residual Certificate to have agreed to be bound by the following
provisions, and the rights of each Person acquiring any Residual Certificate are expressly subject
to the following provisions:




     (i) Each Person holding or acquiring any Residual Certificates shall be a Permitted
Transferee and shall promptly notify the Depositor of any change or impending change in its
status as a Permitted Transferee.




     (ii) No residual Certificate may be transferred without the express written consent of
the Depositor. In connection with any proposed transfer of any Residual Certificate the
Depositor may, as a condition to such consent, in its sole discretion, require delivery to
it, in form and substance satisfactory to it, of any or all of the following:




     (A) an Opinion of Counsel to the effect that the proposed transferee is a
Permitted Transferee;




     (B) a certification by the proposed transferee that such transferee is a
Permitted Transferee and that it is not acquiring its Residual Certificate as a
nominee, trustee or agent for any Person who is not a Permitted Transferee; and




     (C) an agreement by the proposed transferee to indemnify the Depositor, the
Trustee, the Securities Administrator and any other Certificateholder from and
against any cost, liability, claim or expense, including any tax incurred as a
result of the proposed transfer or any subsequent transfer or proposed transfer in
violation of this Section, and authorizing the [Trustee] [Securities Administrator]
to withhold from amounts otherwise due it on a Residual Certificate amounts due in
respect of such indemnification and to pay such amounts to the Person or Persons
entitled thereto.




     (iii) Any attempted or purported transfer of any Residual Certificate in violation of
the provisions of this Section shall be absolutely null and void and shall vest no rights in
the purported transferee. If any purported transferee shall become a Holder of a Residual
Certificate in violation of this Section, then, upon discovery by or due



52









 






notification to the [Trustee] [Securities Administrator] that the registration of
transfer of such Residual Certificate was not in fact permitted by this Section, the last
preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive
to the date of registration of transfer of such Residual Certificate. The [Trustee]
[Securities Administrator] shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this Section or for
making any payments due on such Residual Certificates to the Holder thereof or taking any
other action with respect to such Holder under the provisions of this Agreement so long as
the transfer was registered upon the express written consent of the Depositor. The
[Trustee] [Securities Administrator] shall be entitled, but shall not be obligated, to
recover from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee, all payments made on such Residual Certificate. Any such payments so recovered
by the [Trustee] [Securities Administrator] shall be paid and delivered by the [Trustee]
[Securities Administrator] to the last preceding Permitted Transferee of such Residual
Certificate, subject to the Trustee’s right to withhold any amounts from such payments
pursuant to clause (iv) below.




     (iv) Each Person at any time holding a Residual Certificate by its acceptance thereof,
agrees to indemnify the Depositor, the Trustee, the Securities Administrator and each other
Certificateholder from and against any cost, liability, claim or expense, including any tax,
incurred as a result of any transfer or attempted or purported transfer of any residual
Certificate by or to such Person in violation of the provisions of the Section. Each such
Person also authorizes the [Trustee] [Securities Administrator] to withhold from amounts
otherwise payable to such Person on a Residual Certificate amounts due as indemnification
under this Section and to pay such amounts to the Person or Persons entitled thereto.



     (e) No service charge shall be made for any registration of transfer or exchange of
Certificates, but the [Trustee] [Securities Administrator] or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge as may be imposed in
connection with any registration of transfer or exchange of Certificates, other than exchanges
pursuant to Section 3.08 not involving any transfer.



     SECTION 3.08. Mutilated, Destroyed, Lost or Stolen Certificates.



     If (1) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of
any Certificate, and (2) there is delivered to the Certificate Registrar such security or indemnity
as may be required by the Certificate Registrar to save the Certificate Registrar, the Trustee and
the Securities Administrator harmless, then, in the absence of notice to the Trustee, the
Securities Administrator or the Certificate Registrar that such Certificate has been acquired by a
bona fide purchaser, the [Trustee] [Securities Administrator] shall execute and
upon its request the Certificate Registrar shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates of the same tenor, aggregate initial principal balance (or Percentage Interest) and
Class bearing a number not contemporaneously outstanding; provided, however, that if the entire
remaining principal balance of any such mutilated, destroyed, lost or stolen Certificate shall have
become or shall be



53









 




about to become distributable, or shall have become subject to retirement in full, instead of
issuing a new Certificate, the [Trustee] [Securities Administrator] may make such distribution of
principal with respect to such Certificate without surrender thereof, except that any mutilated
Certificate shall be surrendered. If, after the delivery of such new Certificate or distribution
of the entire remaining principal balance of a destroyed, lost or stolen Certificate pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Certificate in lieu of which such new Certificate was issued (or such distribution was made)
presents for payment such original Certificate, the [Trustee] [Securities Administrator] and the
Certificate Registrar shall be entitled to recover such new Certificate (or such distribution) from
the Person to whom it was delivered or any Person taking such new Certificate from such Person,
except a bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the
[Trustee] [Securities Administrator] or the Certificate Registrar in connection therewith.




     Upon the issuance of any new Certificate under this Section, the [Trustee] [Securities
Administrator] 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 relation thereto and any other
reasonable expenses (including the fees and expenses of the Certificate Registrar) connected
therewith.



     Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen
Certificate shall constitute an original additional interest in the Trust Fund, whether or not the
destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Agreement equally and proportionately with any and all other
Certificates of the same Class duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Certificates.



     SECTION 3.09. Persons Deemed Owners.



     Prior to due presentment for registration of transfer of any Certificate, the Trustee, the
Securities Administrator, the Certificate Registrar, any Agent and any other agent of the Trustee
or the Certificate Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate (a) on the applicable Record Date for the purpose of receiving
distributions on such Certificate and (b) on any other date for all other purposes whatsoever,
whether or not any distributions on such Certificate shall be overdue, and, except as otherwise
required by applicable law, neither the Trustee, the Securities Administrator, the Certificate
Registrar, any Agent nor any other agent of the Trustee, the Securities Administrator, or the
Certificate Registrar shall be affected by notice to the contrary.



     SECTION 3.10. Cancellation.



     All Certificates surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Certificate Registrar, be delivered to the
Certificate Registrar and shall be promptly cancelled by it. No Certificates shall be
authenticated




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in lieu of or in exchange for any Certificates cancelled as provided in this Section, except as
expressly permitted by this Agreement. All cancelled Certificates held by the Certificate
Registrar shall be held by the Certificate Registrar in accordance with its standard retention
policy, unless the Trustee shall direct that they be destroyed or returned to it.




ARTICLE IV




Trust Accounts




     SECTION 4.01. Collection Account.



     (a) (i) On or before the Closing Date, the Depositor shall open, at the Corporate Trust Office
of the [Trustee] [Securities Administrator], one or more accounts that shall collectively be the
“Collection Account”. The Trustee shall promptly deposit in the Collection Account all Agency
Security Distributions received by it with respect to the Agency Securities. All Agency Security
Distributions deposited from time to time in the Collection Account, all amounts, if any,
transferred from the Expense Reserve Account for deposit in the Collection Account pursuant to
Section 4.02(d) or Section 4.03(c), all other deposits therein pursuant to this Agreement, and all
investments made with such moneys, including all income or other gain from such investments, shall
be held by the [Trustee] [Securities Administrator] in the Collection Account as part of the Trust
Fund as herein provided, subject to withdrawal by the [Trustee] [Securities Administrator] for the
purposes specified in this Agreement.



          (ii) Except as otherwise expressly provided herein, the [Trustee] [Securities Administrator]
may demand payment or delivery of, and shall receive and collect, directly and without intervention
or assistance of any fiscal agent or other intermediary, all money and other property payable to or
receivable by the [Trustee] [Securities Administrator] pursuant to this Agreement. The [Trustee]
[Securities Administrator] shall hold all such money and property received by it as part of the
Trust Fund, and shall apply it as provided in this Agreement. If the [Trustee] [Securities
Administrator] shall not have received an Agency Security Distribution with respect to an Agency
Security on the related Agency Security Distribution Date the [Trustee] [Securities Administrator]
shall request the issuer or guarantor of such Agency Security, as appropriate, to make such payment
as promptly as practicable or legally permitted, unless the Depositor shall have made provisions
satisfactory to the [Trustee] [Securities Administrator] for delivery to the [Trustee] [Securities
Administrator]of an amount equal to such Agency Security Distribution, together with a
Non-Disqualification Opinion. If the [Trustee] [Securities Administrator] shall subsequently
receive any such Agency Security Distribution, it may withdraw such request. Notwithstanding any
other provision hereof, the Depositor may, at its option, obtain the release from the Trust Fund of
any Agency Security Distribution not received with respect to an Agency Security on the related
Agency Security Distribution Date by depositing with the [Trustee] [Securities Administrator], on
or prior to the first Distribution Date following the end of the Due Period during which such
Agency Security Distribution was due, an amount equal to such Agency Security Distribution,
together with an Opinion of Counsel to the effect that such deposit will not result in the
imposition of tax on “prohibited transactions” (as defined in Section 860F of the Code) or
contributions to the REMIC after the “start up day” (as defined in Section 860G of the Code). Upon
such deposit, such Agency Security Distribution shall be released from the Trust Fund and the
[Trustee] [Securities Administrator] shall hold any



55









 







such Agency Security Distribution when received as agent for the Depositor and shall deliver
such Agency Security Distribution to the Depositor or its designee or assignee.



     (b) All or any portion of the funds in the Collection Account (to the extent they have been
collected) shall be invested and reinvested by the [Trustee] [Securities Administrator] in
accordance with directions received from the Depositor, which directions shall reflect the
following priority, to the extent that any such investment is an Eligible Investment:




     First, money market funds rated AAAm or AAAm/G or better by Standard & Poor’s
Corporation, with an average portfolio maturity under 60 days and with a portfolio
consisting of (i) obligations of, or obligations guaranteed as to principal and interest by,
the United States of America, or any agency or instrumentality thereof, when such
obligations are backed by the full faith and credit of the United States of America and (ii)
repurchase agreements on obligations described in clause (i) so long as the money market
funds’ trustee or a third party acting solely as agent for such trustee has possession of
and a perfected first security interest in the obligations described in clause (i), to the
extent available.




     Second, [senior discount notes which are senior debt obligations of FHLMC, to the
extent available];




     Third, [master variable rate demand notes which are obligations of FNMA, to the extent
available];




     Fourth, the highest yielding master variable rate note then currently used by the
[Trustee] [Securities Administrator], provided that the commercial paper rating of the
obligor on such note is in the highest short-term rating category available from the Rating
Agency and provided, further, that such obligor has made to the [Trustee] [Securities
Administrator] any ERISA representations reasonably requested by the [Trustee] [Securities
Administrator], to the extent available;




     Fifth, direct obligations of, and obligations fully guaranteed by the United States of
America, to the extent available; and




     Sixth, an interest bearing account of the [Trustee] [Securities Administrator], in its
commercial banking capacity, or a common or collective trust fund maintained by the
[Trustee] [Securities Administrator] in its trust capacity.



     (c) No such investment shall mature later than the Business Day immediately preceding the
earlier of (i) the next Distribution Date and (ii) the next Deficiency Distribution Date.
Notwithstanding the foregoing, any investment (including repurchase agreements) on which the
[Trustee] [Securities Administrator] is the obligor may mature on a Distribution Date or Deficiency
Distribution Date if, under this Section 4.01, such investment could otherwise mature on the
Business Day immediately preceding such Distribution Date or Deficiency Distribution Date and no
such investment shall be sold prior to the maturity thereof except as provided in Section 4.03(c).



56









 





     (d) All or any portion of the funds in the Collection Account (to the extent they have been
collected) shall be invested and reinvested by the [Trustee] [Securities Administrator] at the
Depositor’s direction in one or more Eligible Investments bearing interest or sold at discount and
having the highest yield then available, as determined by the Depositor after a reasonable survey
of the market, on Eligible Investments of comparable maturity. No such investment shall mature
later than the Business Day immediately preceding the next Principal Reduction Date (or the second
succeeding Principal Reduction Date if such investment is made on or after the Special Distribution
Determination Date for such next Principal Reduction Date) unless prior to making such investment




     (A) the [Trustee] [Securities Administrator] shall have determined that, as of
the preceding Special Distribution Determination Date, the Regular Certificates
would not have been subject to a special distribution under Section 6.01 on the
Special Distribution Date following such preceding Special Distribution
Determination Date (after giving effect, on a pro forma basis, to such proposed
investment and all other investments made since such preceding Special Distribution
Determination Date and after making any adjustments required by the last paragraph
of Section 6.01(c) to the determination made on such preceding Special Distribution
Determination Date) and shall have prepared an Investment Statement with respect to
such determination, and




     (B) the Depositor shall have delivered to the [Trustee] [Securities
Administrator] a Depositor Order directing the [Trustee’s] [Securities
Administrator] to make such proposed investment subject to the [Trustee] [Securities
Administrator’s] determination pursuant to the foregoing paragraph (A), as evidenced
by its Investment Statement.



Notwithstanding the foregoing,





     (i) except as permitted by clause (ii) below, no investment of any amount held in the
Collection Account may mature later than the Business Day immediately preceding the next
Distribution Date,




     (ii) any investment (including repurchase agreements) on which the [Trustee]
[Securities Administrator] or any other Person approved in writing by each rating agency
that rated the Regular Certificates is the obligor, may mature on a Distribution Date,
Special Distribution Date or Deficiency Distribution Date if, under this Section 4.01, such
investment could otherwise mature on the Business Day immediately preceding such
Distribution Date, Special Distribution Date or Deficiency Distribution Date, and




     (iii) if notice has been given of any special distribution that has not yet been made,
funds then in the Collection Account may be invested in investments maturing later than the
Business Day immediately preceding the next Special Distribution Date only to the extent
that after giving effect to such proposed investment the amount of funds that would be on
deposit in the Collection Account and in the Expense Reserve Account (including therein the
amount of Agency Security Distributions and proceeds of investments scheduled to be
deposited in the Collection Account or Expense Reserve



57









 







Account [and Freddie Mac Reserve Account] prior to such next Special Distribution Date)
and would be available for withdrawal to make distributions on the Regular Certificates on
such next Special Distribution Date exceeds the Aggregate Special Distribution Amount for
such next Special Distribution Date.



     All income or other gains from investments of moneys deposited in the Collection Account shall
be deposited by the [Trustee] [Securities Administrator] in the Collection Account immediately upon
receipt, and any loss resulting from such investments shall be charged to the Collection Account.



     SECTION 4.02. Expense Reserve Account.



     (a) If and to the extent specified in Schedule B hereto, on or before the Closing Date, the
Depositor shall open, at the Corporate Trust Office of the [Trustee] [Securities Administrator],
one or more accounts that shall collectively be the “Expense Reserve Account”. Any moneys
transferred from the Collection Account pursuant to Section 5.04, the deposit receipts referred to
in subsection (b) below and all moneys received as proceeds thereof, together with any Eligible
Investments in which any of such moneys are or will be invested or reinvested during the term of
this Agreement, shall be held by the [Trustee] [Securities Administrator] as part of the Trust
Fund, subject to disbursement and withdrawal as herein provided.



     (b) If and to the extent specified in Schedule B hereto, on the Closing Date, the Depositor
has Conveyed to the [Trustee] [Securities Administrator] for deposit into the Expense Reserve
Account instruments representing ownership interest in principal or interest payments on United
States Treasury securities, which instruments are full faith and credit obligations of the United
States. The principal or interest payments represented by such instruments are in at least such
amounts and due on or before such Distribution Dates as are specified in Schedule B. Such
instruments shall be held in the Expense Reserve Account from the Closing Date through their
respective maturity dates. In lieu of delivering any such instruments to the [Trustee] [Securities
Administrator] on the Closing Date, the Depositor may deliver to the Trustee a confirmation of the
purchase thereof from                      together with cash in an amount sufficient to pay the total
purchase price set forth in such confirmation, and upon the irrevocable delivery of such
instruments to the [Trustee] [Securities Administrator] the [Trustee] [Securities Administrator]
shall apply such fund to the payment of the purchase price therefor. Such instruments shall be
duly and validly registered on the books and records of the Federal Reserve Bank of New York in the
name of a depository, which shall have confirmed to the [Trustee] [Securities Administrator] that
it is holding such instruments for the [Trustee] [Securities Administrator] and that they are
identified on its books and records as being held for and belonging to the [Trustee] [Securities
Administrator]. If all of the instruments required to be delivered to the [Trustee] [Securities
Administrator] on the Closing Date are not so transferred, until such instruments are so delivered
to the [Trustee] [Securities Administrator], no funds shall be released for the purpose of
distributions to the Holders of Residual Certificates pursuant to Section 5.02(a).



     (c) All or a portion of the cash in the Expense Reserve Account (including cash received with
respect to any instruments referred to in subsection (b) above at the respective maturities
thereof) shall be invested and reinvested [at the [Trustee’s] [Securities Administrator’s]
discretion in one or more Eligible Investments bearing interest or sold at



58









 







discount and having the highest yield then available, as determined by the [Trustee]
[Securities Administrator] after a reasonable survey of the market, on Eligible Investments of
comparable maturity] [in the same manner as specified in Section 4.01 hereof]. No such investment
shall mature later than the Business Day immediately preceding the next Distribution Date. All
income or other gains from investment of moneys deposited in the Expense Reserve Account
immediately upon receipt, and any loss resulting from such investment shall be charged to the
Expense Reserve Account.



     (d) On the last Business Day prior to each Distribution Date or Special Distribution Date, the
[Trustee] [Securities Administrator] shall, to the extent that there are funds then on deposit in
the Expense Reserve Account, withdraw from the Expense Reserve Account and deposit in the
Collection Account an amount equal to the amount, if any, by which the Optimal Aggregate Regular
Certificate Distribution Amount for such Distribution Date or the aggregate of the Special
Distribution Amounts for the Regular Certificates for such Special Distribution Date exceeds the
amount on deposit in the Collection Account [on such Distribution Date].



     (e) On or after each Distribution Date, to the extent that such amounts shall not have been
paid from funds withdrawn from the Collection Account pursuant to Section 5.04, the [Trustee]
[Securities Administrator] shall, to the extent that there are funds then on deposit in the Expense
Reserve Account, withdraw from the Expense Reserve Account, first an amount necessary to pay any
Expenses payable on such Distribution date, and, second, an amount necessary to pay or provide for
payment of any Prohibited Transactions Tax payable on such distribution date. If any Prohibited
Transactions Tax shall be payable prior to a Distribution Date, the [Trustee] [Securities
Administrator] may withdraw funds from the Expense Reserve Account on or prior to the due date
therefore for the purpose of payment thereof.



     (f) Any instruments referred to in subsection (b) above shall not be sold or otherwise
converted to cash except in accordance with the proviso to Section 4.04(c).



     SECTION 4.03. [INTENTIONALLY OMITTED]



     SECTION 4.04. General Provisions Regarding Trust Accounts.



     (a) Funds and other property in each Trust Account shall not be commingled with any other
moneys or property of the Depositor or any Affiliate thereof. Notwithstanding the foregoing, the
[Trustee] [Securities Administrator] may hold any funds or other property received or held by it as
part of a Trust Account in collective accounts maintained by it in the normal course of its
business and containing funds or property held by it for other Persons (which may include the
Depositor or an Affiliate), provided that such accounts are under the sole control of the [Trustee]
[Securities Administrator] and the [Trustee] [Securities Administrator] maintains adequate records
indicating the ownership of all such funds or property and the portions thereof held for credit to
each Trust Account.



     (b) The [Trustee] [Securities Administrator] shall not make, any investment of any funds in a
Trust Account or to sell any investment held in a Trust Account except under the following terms
and conditions:



59









 






     (i) each such investment shall be made in the name of the [Trustee] [Securities
Administrator] (in its capacity as such) or in the name of a nominee of the [Trustee]
[Securities Administrator],




     (ii) the [Trustee] [Securities Administrator] shall have sole control over such
investment, the income thereon and the proceeds thereof,




     (iii) any certificate or other instrument evidencing such investment shall be delivered
directly to the [Trustee] [Securities Administrator] or its agent,




     (iv) the proceeds of each sale of such an investment shall be remitted by the purchaser
thereof directly to the [Trustee] [Securities Administrator] for deposit in the Trust
Account in which such investment was held,




     (v) if the disposition of any investment held in the Expense Reserve Account prior to
its maturity would result in any gain to the Trust Fund (as determined by the Depositor) and
such investment has been held as part of the Trust Fund for less than three months, then,
prior to the [Trustee’s] [Securities Administrator’s] making any such disposition, there
shall have been delivered to the [Trustee] [Securities Administrator] a Non-Disqualification
Opinion, and




     (vi) the Depositor shall use its best efforts to avoid incurring taxes on “prohibited
transactions” as defined in Section 860F of the Code in connection with disposition of
investments held in the Trust Accounts.



     (c) If any amounts are needed for disbursement from a Trust Account and sufficient uninvested
funds are not available therein to make such disbursement, the [Trustee] [Securities Administrator]
shall so notify the Depositor and the Depositor shall direct the [Trustee] [Securities
Administrator]in accordance with clauses (i) through (iv) below to cause to be sold or otherwise
converted to cash a sufficient amount of the investments in such Trust Account; provided, however,
that, in the absence of such direction from the Depositor, (i) the [Trustee] [Securities
Administrator] shall use its best efforts to sell those investments with fair market values not in
excess of the sum of their respective federal income tax bases and amounts that would be deductible
as related selling expenses in computing the Trust Fund’s net income for federal income tax
purposes prior to selling any investments with fair market values in excess of the sum of their
respective federal income tax bases and amounts that would be deductible as related selling
expenses in computing the Trust Fund’s net income for federal income tax purposes, (ii) prior to
the disposition of any asset held in the Collection Account that has a fair market value in excess
of the sum of its federal income tax basis and amounts that would be deductible as related selling
expenses in computing the Trust Fund’s net income for federal income tax purposes, the [Trustee]
[Securities Administrator] shall notify the Depositor of its intention to dispose of such
investment and of the possibility that such disposition could result in the imposition of a
Prohibited Transaction Tax, (iii) in connection with the disposition of any investment held in the
Expense Reserve Account, the [Trustee] [Securities Administrator] shall be subject to the
requirements of Section 4.03 (b)(v), and (iv) none of the instruments, if any, described in 4.02(b)
and specified in Schedule B hereto shall be sold or otherwise converted to



60









 







cash except pursuant to Section 12.01 in connection with termination of this Agreement and the
Trust Fund or Section 8.04 in connection with a sale of the Trust Fund.



     (d) The [Trustee] [Securities Administrator] shall not in any way be held liable by reason of
any insufficiency in any Trust Account except for losses on investments that are liabilities of the
[Trustee] [Securities Administrator].



     (e) In the event that:




     (i) a Deficiency Event shall have occurred and be continuing but a sale of the Trust
Fund shall not have been made pursuant to Section 8.04, or




     (ii) a Deficiency Event shall have occurred, all or a portion of the Trust Fund shall
have been sold pursuant to Section 8.04 and the net proceeds of such sale shall have been
deposited in the Collection Account pending the final distribution to Certificateholders,


the [Trustee] [Securities Administrator] shall invest and reinvest the funds then in each Trust
Account to the fullest extent practicable, in the same instruments and priority as specified in
Section 4.01(b) hereof. All investments made pursuant to clause (i) shall mature no later than the
maturity date therefore permitted by Section 4.01(b) or 4.02(c), whichever is applicable, and all
investments made pursuant to clause (ii) above shall mature no later than the Business Day next
preceding the date on which the [Trustee] [Securities Administrator] proposed to make the final
distribution to Holders of Certificates pursuant to Section 8.04.




     (f) Subject to the restriction or, the maturity of investments set forth in Sections 4.01(b),
4.02(c) or 4.03(b) and notwithstanding subsection (e) above, the Depositor shall give appropriate
and timely investment directions to the [Trustee] [Securities Administrator] such that at the close
of business on not more than two Business Days in any one calendar year not more than an aggregate
of $50,000 of funds in the Trust Accounts are not invested pursuant, directly or indirectly, to a
Depositor Order in Eligible Investments bearing interest or sold at a discount that mature on or
after the opening of business on the next Business Day.



     (g) If any default occurs in the making of a payment due under any Agency Security or Eligible
Investment`, or if a default occurs in any other performance required under any Agency Security or
Eligible Investment, the [Trustee] [Securities Administrator] shall, subject to Section 10.01(e),
promptly take such action as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate Proceedings.



     (h) Neither the [Trustee] [Securities Administrator] nor the Depositor shall knowingly engage
in a “prohibited transaction,” as defined in Section 860F of the Code, with respect to any asset in
the Trust Fund unless:




     (i) there shall have first been delivered to the [Trustee] [Securities Administrator]



61









 






     (A) an Opinion of Counsel to the effect that no Prohibited Transactions Tax
will be payable out of the Trust Fund as a result of such prohibited transaction;
and




     (B) a Non-Disqualification Opinion with respect to such prohibited transaction;
or




     (ii) (A) the [Trustee] [Securities Administrator]shall have determined that, after
giving effect to such prohibited transaction and the payment of any Prohibited Transactions
Tax imposed on the Trust Fund with respect thereto, the application of all future Agency
Security Distributions and other amounts receivable with respect to the Trust Fund toward
distributions on the Regular Certificates in accordance with the priorities as to
distributions of principal set forth in such Certificates and Section 3.03 and toward
payment of all Expenses will result in the distribution of all interest accrued on the
Regular Certificates under the Maximum Rate Assumption and the retirement of the entire
Aggregate Current Principal Amount of each Class of Regular Certificates by its Final
Distribution Date; and




          (B) there shall have been delivered to the [Trustee] [Securities Administrator] a
Non-Disqualification Opinion with respect to such prohibited transaction.



     The [Trustee] [Securities Administrator] shall obtain and rely upon an opinion or report of
the firm of Independent Accountants acting pursuant to Section 7.01 as to the sufficiency of the
amounts receivable with respect to the Trust Fund to make such distributions of principal of and
interest on the Regular Certificates, which opinion or report shall be conclusive evidence as to
such sufficiency.



     (i) [Unless it shall have otherwise agreed in writing with the Depositor, the [Trustee]
[Securities Administrator] shall not be required to enter into repurchase obligations for the
investment of funds in any Trust Account with any Person whose repurchase obligations would be
Eligible Investments only if the requirements of subclause (b) of clause (iii) of the definition of
the term “Eligible Investments” were complied with in connection with such investment.]



     SECTION 4.05. Reports by [Trustee] [Securities Administrator].



     In addition to any statements required to be delivered or prepared by the [Trustee]
[Securities Administrator] pursuant to Sections 5.01 and 6.01, the [Trustee] [Securities
Administrator] shall deliver to the Depositor, and the Independent Accountants appointed pursuant
to Section 7.01, within two Business Days after the request of either the Depositor or such
Independent Accountants, a written report setting forth the amount of each Trust Account
established hereunder and the identity of the investments included therein. Without limiting the
generality of the foregoing, the [Trustee] [Securities Administrator] shall, upon the request of
the Depositor, promptly transmit to the Depositor copies of all accountings of, and information
with respect to, Agency Security Distributions furnished it by the issuer of, or the paying agent
for, each Agency Security and shall promptly notify the Depositor if, on the third day after any
Agency Security Distribution Due Date, any related Agency Security Distribution then due or any
portion thereof has not been received by the [Trustee] [Securities Administrator].



62









 





ARTICLE V




Distributions to Certificateholders on a

Distribution Date; Payment of Expenses




     SECTION 5.01. Distribution Date Statements.



     The [Trustee] [Securities Administrator] shall prepare and deliver not later than each
Distribution Determination Date to [the Rating Agency,] the Depositor and the Independent
Accountants appointed pursuant to Section 7.01 a statement (a “Distribution Date Statement’’) with
respect to the following Distribution Date setting forth:




     (i) the Optimal Aggregate Regular Certificate Distribution Amount with respect to the
following Distribution Date, setting forth separately (a) the aggregate amount of interest
included therein and distributable on all Regular Certificates, (b) the Accrual Distribution
Amount, (c) the Principal Distribution Amount, and (d) the Spread Distribution Amount, if
any;




     (ii) if such following Distribution Date is the Initial Interest Distribution Date for
a Class of Accrual Certificates, the amount of interest distributable thereon on such
Interest Distribution Date, the amount of principal, if any, distributable on such Class of
Accrual Certificates on such Distribution Date, and the amount, if any, of accrued interest
to be added to the principal of such Class of Accrual Certificates on such Distribution
Date;




     (iii) whether the amount expected to be available in the Collection Account on such
Distribution Date will be sufficient to distribute on such Distribution Date the Optimal
Aggregate Regular Certificate Distribution Amount specified in clause (i) above, and, if
not, the amount, if any, available to be withdrawn from the Expense Reserve Account pursuant
to Section 4.02(d) and Section 4.03(c) for deposit in the Collection Account to cure any
such projected insufficiency;




     (iv) if the amount expected to be available in the Collection Account on such
Distribution Date (including any amount deposited therein from the Expense Reserve Account
pursuant to Section 4.02(d) and Section 4.03(c)) is less than the Optimal Aggregate Regular
Certificate Distribution Amount specified in clause (i) above, the percentages of each such
amount that may be distributed in accordance with the priorities set forth in Section
5.02(d) from the amounts expected to be available in the Collection Account;




     (v) the amounts included in such statement pursuant to sub-clauses (a) and (c) of
clause (i) above, expressed in each case per Individual Certificate, to be distributed on
such Distribution Date;




     (vi) the amounts, if any, to be withdrawn from the Expense Reserve Account and
deposited in the Collection Account on the Business Day immediately preceding the following
Distribution Date pursuant to Sections 4.02(d) and 4.03(c), with the details of the
calculation of each such amount;



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     (vii) any Required Expense Reserve Account Deposit Amount to be withdrawn from the
Collection Account on such Distribution Date for transfer to the Expense Reserve Account;




     (viii) the amounts, if any, to be withdrawn from the Collection Account on such
Distribution Date for application against Expenses or Prohibited Transaction Taxes, with a
separate break-down as to each item thereof as set forth in the definition of Expenses or as
to such taxes;




     (ix) the amount, if any, to be withdrawn from the Collection Account and distributed to
the Holders of Residual Certificates (expressed both in the aggregate and per Individual
Certificate) on such Distribution Date;




     (x) the unpaid principal balance of Regular Certificates of each Class that will remain
after giving effect to the distributions to be made on such Distribution Date (and, in the
case of Accrual Certificates, after giving effect to the interest accrued during the
preceding Interest Accrual Period and added to the principal thereof on such Distribution
Date) expressed both on an aggregate basis and per Individual Certificate; and




     (xi) with respect to withholding and reporting requirements applicable to original
issue discount, if any, to the accrual of market discount, if any, or to the amortization of
premium, if any the calculations pertaining thereto; provided, however, that such
calculations shall be prepared by the Independent Accountants and delivered to the Trustee
pursuant to subsection 7.02(c) hereof.


If the actual amount of Agency Security Distributions received by the [Trustee] [Securities
Administrator] during the last month of a related Due Period differs from the expected amount of
Agency Security Distributions used by the [Trustee] [Securities Administrator], in accordance with
Section 1.02(c), in determining the Aggregate Regular Certificate Distribution Amount for a
Distribution Date, the [Trustee] [Securities Administrator] shall immediately following the end of
such Due Period (i) recompute all amounts in the related Distribution Date Statement to reflect the
actual amount of Agency Security Distributions received during the last month of such Due Period,
(ii) revise such Distribution Date Statement accordingly, and (iii) deliver such revised
Distribution Date Statement to the Depositor. Upon such delivery, such revised Distribution Date
Statement shall be controlling for all purposes under this Agreement.




     SECTION 5.02. Withdrawals from the Collection Account on a Distribution Date;
Distributions of Principal and Interest on a Distribution Date.



     (a) On each Distribution Date, the [Trustee] [Securities Administrator] shall withdraw from
the Collection Account the Aggregate Regular Certificate Distribution Amount for such Distribution
Date and, to the extent funds are available therefor after setting aside funds to make the
withdrawals specified in Section 5.04, the Residual Certificate Distribution Amount for such
Distribution Date and shall, from the amounts so withdrawn, make the required distributions to
Certificateholders in the manner and in the amounts specified herein and in the Certificates.
Except for the final distribution with respect to a Certificate, which shall be made as provided in
subsection (c) of this Section 5.02, any distribution of interest on or principal of



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any Certificate with respect to a Distribution Date shall be paid to the Person in whose name
such Certificate (or one or more Predecessor Certificates) is registered at the close of business
on the Record Date for such Distribution Date by check mailed to such Certificateholder at the
address appearing in the Certificate Register, or upon written request by the Certificateholder, by
wire transfer (in the event such Certificateholder owns of record one or more Regular Certificates
which have denominations aggregating $                     or one or more Residual Certificates evidencing
Percentage Interests aggregating      % or more) or by such other means of payment as such
Certificateholder and the [Trustee] [Securities Administrator] shall agree.



     (b) All reductions in the principal amount of a Regular Certificate (or one or more
Predecessor Certificates) effected by distributions of principal made on any Distribution Date
shall be binding upon all Holders of such Certificate and of any Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such
distribution is noted on such Certificate. The final distribution of principal of each Certificate
(including the final distribution upon a Residual Certificate upon the termination of the Trust
Fund) shall be payable in the manner provided above only upon presentation and surrender thereof on
or after the Distribution Date or Special Distribution Date therefor at the office or agency of the
[Trustee] [Securities Administrator] maintained by it for such purpose in the Borough of Manhattan,
the City of New York, State of New York, or at its principal Corporate trust Office in the City of
                    , State of                     , pursuant to Section 3.06.



     (c) Whenever, on the basis of Agency Security Distributions received and expected to be
received during the related Due Period, the [Trustee] [Securities Administrator] believes that the
entire remaining unpaid principal balance of any Class of Regular Certificates will become
distributable on the next Principal Distribution Date, the [Trustee] [Securities Administrator]
shall, no later than the                      day of the month [preceding the month] of such Principal
Distribution Date (or as soon thereafter as is practicable), mail or cause to be mailed to each
Person in whose name a Certificate to be so retired is registered at the close of business on the
                     day of the month [preceding the month] in which such Principal Distribution Date occurs and to
each rating agency which rated the Regular Certificates a notice to the effect that:




     (i) it is expected that funds sufficient to make such final distribution will be
available in the Collection Account on such Principal Distribution Date, and




     (ii) if such funds are available, (A) such final distribution will be payable on such
Principal Distribution Date, but only upon presentation and surrender of such Certificate at
the office or agency of the [Trustee] [Securities Administrator] maintained for such purpose
pursuant to Section 3.06 (the address of which shall be set forth in such notice), and (B)
no interest shall accrue on such Certificate after [the date one month prior to] such
Principal Distribution Date.



     (d) All distributions subsequent to a Deficiency Event shall be made pursuant to Article VIII
hereof. The distribution on the Distribution Date upon which any Deficiency Event first occurs
shall be in accordance with the priorities set forth in Section 3.03 and the forms of Regular
Certificates so that:



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     (i) amounts in the Collection Account on such Distribution Date shall be applied first
to interest on the Regular Certificates distributable on such Distribution Date (such
interest being computed on the basis of interest accrued during the prior Interest Accrual
Period at the applicable Certificate Interest Rate on the Current Principal Amount of each
such Certificate);




     (ii) if the amount in the Collection Account on such Distribution Date is less than the
amount of interest distributable on the Regular Certificates on such Distribution Date, such
amount shall be allocated among the Classes of Regular Certificates upon which interest is
at the time distributable in proportion to the respective amounts of interest distributable
on the Certificates of each such Class on the basis of interest at the applicable
Certificate Interest Rate on the Aggregate Current Principal Amount of such Class; and




     (iii) if the amount in the Collection Account on such Distribution Date is more than
the amount of interest distributable on the Regular Certificates on such Distribution Date,
such excess shall be distributable as principal on the Class or Classes of Regular
Certificates at the time entitled to receive distributions of principal.



     SECTION 5.03. Reports by [Trustee] [Securities Administrator] to Certificateholders.



     On each Distribution Date or Special Distribution Date, the [Trustee] [Securities
Administrator] shall deliver a written report



     (a) to each Holder of Regular Certificates of a Class on which a distribution of principal and
interest is then being made, setting forth the amount of such distribution that represents
principal and the amount that represents interest, and the Current Principal Amount of an
Individual Certificate of each such Class after giving effect to the distribution of principal made
on such Distribution Date;



     (b) to each Holder of Regular Certificates of a Class on which a distribution of interest only
is then being made, setting forth the Aggregate Current Principal Amount of each Class after giving
effect to the distribution of principal made on such Distribution Date and on any Special
Distribution Date occurring subsequent to the last such report and after including in the Aggregate
Current Principal Amount of any Class of Accrual Certificate the amount of any accrued interest
added to the principal balance thereof on such Distribution Date;



     (c) to each Holder of a Regular Certificate the amount and type of Expenses and any Prohibited
Transaction Tax incurred as of such date and the amount thereof paid since the date of the last
such report;



     (d) to each Holder of an Accrual Certificate (but only if such Holder shall not have received
on such Distribution Date a distribution of interest equal to the entire amount of interest accrued
on such Certificate during the preceding Interest Accrual Period) setting forth




     (i) the information contained in the report delivered pursuant to subsection (b) above;



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     (ii) the interest accrued on an Individual Certificate of such Class of Accrual
Certificates during the preceding Interest Accrual Period and added to the Current Principal
Amount of such Accrual Certificate, and




     (iii) the Current Principal Amount of an Individual Certificate of such Class of
Accrual Certificates after giving effect to the addition thereto of all interest accrued
thereon during the preceding Interest Accrual Period; and



     (e) to each Holder of a Residual Certificate, a report containing the information delivered to
Holders of Regular Certificates pursuant to subsections (a), (b) and (c) above and setting forth
the aggregate amount of Agency Security Distributions received and the reinvestment income earned
thereon during the preceding Due period and the applications of all such amounts, the Aggregate
Current Principal Amount of each Class of Regular Certificates Outstanding after giving effect to
the distribution then being made to Holders of Regular Certificates, the Aggregate Agency Security
Balance at the end of the immediately preceding Due period, and the amount, if any (in the
aggregate and per Individual Certificate), then being distributed to Holders of Residual
Certificates.



     SECTION 5.04. Payment of Expenses; Required Expense Reserve Account Deposit Amount.



     On or after each Distribution Date, the [Trustee] [Securities Administrator] shall withdraw
from the Collection Account, to the extent amounts shall be available after the prior withdrawal
therefrom of the Aggregate Regular Certificate Distribution Amount for such Distribution Date, an
amount equal to the Expenses payable on such Distribution Date. In the event that the amount so
available for withdrawal shall be less than the total of Expenses, such amount shall be applied by
the Trustee in the following order of priority:




     first, to the payment of any amounts due and payable on prior Distribution
Dates but not paid to the Trustee, the Securities Administrator and the Independent
Accountants appointed and acting pursuant to Article VII, [and]




     second, to the payment of any amounts due and payable on such Distribution Date
to the Trustee, the Securities Administrator and such Independent Accountants, [and]




     [third, to the payment of any amounts due and payable to the Depositor as the
Depositor’s Fee for such Distribution Date or any prior Distribution Dates.]


Any insufficiency in the amounts applicable to either of the first two categories specified above
shall be divided among the Trustee, the Securities Administrator and such Independent Accountants
in proportion to the respective amounts due and owing to each under the category as to which there
is any such insufficiency.




     On or after each Distribution Date, the [Trustee] [Securities Administrator] shall withdraw
from the collection Account to the extent amounts shall be available after the prior withdrawal
therefrom of the Aggregate Regular Certificate Distribution Amount, and after allowance for any
amounts withdrawable pursuant to the first paragraph of this Section 5.04, any Required Expense
Reserve Account Deposit Amount. Any amount so withdrawn shall be promptly deposited in the Expense
Reserve Account.



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     If any Prohibited Transactions Tax shall be payable prior to a Distribution date, the
[Trustee] [Securities Administrator], upon direction of the Depositor as to the amount of such tax
and the method of payment thereof, shall withdraw funds from the Collection Account prior to the
due date therefor for the purpose of payment thereof, to the extent funds are not available
therefore in the Expense Reserve Account pursuant to Section 4.02(c).



     The foregoing authorization for the [Trustee] [Securities Administrator] to pay or provide for
the payment of any Prohibited Transactions Tax shall not be construed to prevent the [Trustee]
[Securities Administrator] from contesting any such tax in appropriate Proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such proceedings.



     Notwithstanding the foregoing, if, in the Opinion of Counsel, any Prohibited Transactions Tax
payable from the Trust fund represents a claim thereon prior to the ownership interest in the Trust
Fund of the Holders of the Regular Certificates, the [Trustee] [Securities Administrator] may pay
such Prohibited Transactions Tax prior to making any provision for distributions on the Regular
Certificates.



ARTICLE VI




Special Distributions




     SECTION 6.01. Special Distributions.



     (a) The Regular Certificates are subject to special distributions pursuant to this Article VI.
For purposes of this Section 6.01, the following terms shall have the meanings specified below:



     “Accrued Interest”: With respect to any Special Distribution Determination Date, the interest
that will have accrued on the Non-Covered Regular Certificates as of [a date one month prior to]
the second Principal Reduction Date following such Special Distribution Determination Date; in
determining the Certificate Interest Rates applicable to such Non-Covered Regular Certificates, the
Regular Certificates that have been treated as Covered Regular Certificates in accordance with the
definition thereof set forth in this Section 6.01(a) shall be excluded.



     “Adjusted Aggregate Cash Flow Value”: With respect to any Special Distribution Determination
Date, the sum of the amounts that would be the Cash Flow Values of each of the Cash Flow Value
Groups as of the next Special Distribution Determination Date if the Agency Security Distributions
on each of the Agency Securities in each such Cash Flow Value Group in the month following the
month in which such Special Distribution Determination Date occurs are the Minimum Agency Security
Distributions and after giving effect to the receipt of such Agency Security Distributions.



     “Available Cash”: With respect to the second Principal Reduction Date following any Special
Distribution Determination Date, the sum of




     (i) the cash in the Collection Account on such Special Distribution Determination Date,



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     (ii) the amount of the Agency Security Distributions due on the Agency Security
Distribution Due Dates in the month in which such Special Distribution Determination Date
occurs,




     (iii) the Minimum Agency Security Distributions due on the Agency Securities in the
month following the month in which such Special Distribution Determination Date occurs,




     (iv) the aggregate amount receivable as principal of, or interest on, Eligible
Investments in the Collection Account maturing subsequent to such Special Distribution
Determination Date but on or before the Business Day prior to the second Principal Reduction
Date following such Special Distribution Date,




     (v) the aggregate income that could be earned on each of the amounts described in the
foregoing clauses (i) through (iv) through reinvestment thereof at the Assumed Reinvestment
Rate from (A) such Special Distribution Determination Date, in the case of cash in the
Collection Account on such Special Distribution Determination Date, (B) the second Business
Day after the applicable Agency Security Distribution Due Date for a Agency Security
Distribution on any Agency Security in the case of each Agency Security Distribution on an
Agency Security not received prior to such Special Distribution Determination Date and in
the case of the Minimum Agency Security Distribution due on an Agency Security in the month
following the month in which such Special Distribution Determination Date occurs, and (C)
the maturity date of each Eligible Investment, in each case to the last Business Day prior
to the second Principal Reduction Date following such Special Distribution Determination
Date, and




     (vi) the Available Expense Reserve Account Withdrawal Amount for the second Principal
Reduction Date after such Special Distribution Determination Date.



     “Available Expense Reserve Account Withdrawal Amount”: With respect to the second Principal
Reduction Date following any Special Distribution Determination Date, the sum of




     (i) the cash in the Expense Reserve Account on such Special Distribution Determination
Date,




     (ii) the aggregate amount receivable as principal of, or interest on, Eligible
Investments in the Expense Reserve Account maturing subsequent to such Special Distribution
Determination Date but on or before the Business Day prior to the second Principal Reduction
Date following such Special Distribution Determination Date, and




     (iii) the aggregate income that could be earned on each of the amounts described in the
foregoing subclauses (i) and (ii) through reinvestment thereof at the Assumed Reinvestment
Rate from (1) such Special Distribution Determination Date, in the case of cash in the
Expense Reserve Account on such Special Distribution Determination Date, and (2) the
scheduled payment date for any payments of principal of or interest on any Eligible
Investment, in each case to the last Business Day prior to the second Principal Reduction
Date following such Special Distribution Determination Date.



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     “Covered Regular Certificates”: With respect to any Special Distribution Determination Date,
the aggregate principal amount of Outstanding Regular Certificates that can be retired on each
Covered Regular Certificate Principal Reduction Date through the distribution of an amount equal to
100% of the principal amount of the Regular Certificates to be so retired, together with accrued
interest thereon at the applicable Certificate Interest Rate to [a date one month prior to] such
Covered Regular Certificate Principal Reduction Date, assuming that the Future Available Cash on
each such Covered Regular Certificate Principal Reduction Date (beginning with the last such
Covered Regular Certificate Principal Reduction Date) is applied [___%] to the payment of
Outstanding [Class ___] [Regular] Certificates (including the payment of all interest accrued
thereon), pro rata among all such Certificates, [and ___% to the payment of Outstanding Sequential
Payment Certificates (including the payment of all interest accrued thereon) in the order of their
respective Certificate Interest Rates (beginning with the highest such Certificate Interest Rate),
so that no distribution of principal of an Outstanding [Regular] (Sequential Payment] Certificate
is assumed to be so made until the principal of all Outstanding [Regular] [Sequential Payment]
Certificates having a higher Certificate Interest Rate is assumed to have been retired in full.]
With respect to a Covered Regular Certificate Principal Reduction Date, Covered Regular
Certificates shall be the amount obtained by dividing the Future Available Cash on such Covered
Regular Certificate Principal Reduction Date by the sum of 1 + CIR x N/12), where CIR is the
applicable Certificate Interest Rate (expressed as a fraction having a denominator of 100 rather
than as a percentage) and N is the number of months (including any partial months) from the [date
one month prior to the] Principal Distribution Date preceding such Special Distribution
Determination Date (or the Accrual Date if no Principal Distribution Date has occurred) to [the
date one month prior to] such Covered Regular Certificate Principal Reduction Date.



     “Covered Regular Certificate Principal Reduction Date”: With respect to any Special
Distribution Determination Date, each Principal Reduction Date, if any, occurring subsequent to the
second Principal Reduction Date following such Special Distribution Determination Date but no later
than the next Principal Distribution Date.



     “Future Available Cash”: With respect to any Covered Regular Certificate Principal Reduction
Date, the sum of (i) the aggregate of the amounts receivable in the month preceding such Covered
Regular Certificate Principal Reduction Date as principal of, or interest on, Eligible Investments
in the Collection Account or Expense Reserve Account at the time of determination, and (ii) the
aggregate income that could be earned on amounts described in clause (i) through reinvestment
thereof at the Assumed Reinvestment Rate from the date each such amount is receivable to the last
Business Day prior to such Covered Regular Certificate Principal Reduction Date.



     “Minimum Distribution”: With respect to any Agency Security for any month following the date
of determination, the amount of the scheduled Agency Security Distributions on such Agency Security
due in such month, determined in accordance with Section 1.02.



     “Non-Covered Regular Certificates”: With respect to any Special Distribution Determination
Date, the difference between the aggregate principal amount of all Outstanding Regular Certificates
and the aggregate principal amount of Covered Regular Certificates.



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Notwithstanding any reference in this Section 6.01(a) to investments maturing on or before the last
Business Day prior to a Principal Reduction Date, any amount receivable on a Principal Reduction
Date as principal of, or interest on, an Eligible Investment on which the [Trustee] [Securities
Administrator] or any other Person approved by each rating agency that rated the Regular
Certificates as described in Section 4.01(b) is the obligor (including any repurchase agreement on
which the [Trustee] [Securities Administrator] or such other Person approved by each rating agency
is liable as principal) shall be deemed to be receivable on the Business Day prior to such
Principal Reduction Date and shall be included in the Available Cash or the Future Available Cash
for such Principal Reduction Date.




     (b) On each Special Distribution Determination Date, the [Trustee] [Securities Administrator]
shall determine the following:




     (i) the Adjusted Aggregate Cash Flow Value;




     (ii) the amount specified in each clause of the definition of Available Cash;




     (iii) the aggregate amount of Available Cash;




     (iv) the Future Available Cash for each Covered Regular Certificate Principal Reduction
Date;




     (v) the aggregate principal amount of Covered Regular Certificates for each Covered
Regular Certificate Principal Reduction Date;




     (vi) the aggregate principal amount of Non-Covered Regular Certificates; and




     (vii) the amount of Accrued Interest.



     (c) On each such Special Distribution Determination Date, the [Trustee] [Securities
Administrator] shall also determine whether the sum of the Adjusted Aggregate Cash Flow Value and
Available Cash is greater than or equal to the sum of the Accrued Interest plus the aggregate
principal amount of Nor.-Covered Regular Certificates, and shall prepare and deliver to the
Depositor, no later than the first Business Day after such Special Distribution Determination Date,
a statement or report (a “Special Distribution Date Statement”) setting forth




     (i) the Special Distribution Date to which such Special Distribution Date Statement
relates,




     (ii) the information specified in subsection (b) of this Section 6.01,




     (iii) whether the sum of the Adjusted Aggregate Cash Flow Value plus Available Cash is
(A) greater than or equal to the sum of the Accrued Interest plus the aggregate principal
amount of Non-Covered Regular Certificates, in which case the Regular Certificates shall be
deemed to be “Non-Retirable” for purposes of this Article VI, or (B) less than the sum of
the Accrued Interest plus the aggregate principal amount of Non-Covered Regular
Certificates, in which case the Regular Certificates shall be deemed to be “Retirable” for
purposes of this Article VI, and



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     (iv) if the Regular Certificates are Retirable, (A) the smallest principal amount of
outstanding Regular Certificates (the “Principal Amount of Retirable Regular Certificates”)
that must be retired through a special distribution, in the manner described in subsection
(d) of this Section 6.01, such that, after giving effect to such special distribution, the
Regular Certificates are Non-Retirable, such amount being the principal amount of the
Regular Certificates to be retired on such Special Distribution Date, (B) the interest that
will have accrued on the Principal Amount of Retirable Regular Certificates to [the date one
month prior to] the next Special Distribution Date, such amount being the amount of interest
to be distributed on such Special Distribution Date as part of the Special Distribution
Amount on each Regular Certificate as to which a special distribution is to be made on such
Special Distribution Date, (C) the amounts included in such Special Distribution Date
Statement pursuant to subclauses (A) and (B) above, expressed in each case per Individual
Certificate of each Class of Regular Certificates to be so subject to a special
distribution, (D) the information specified in subsection (b) of this Section 6.01
recalculated to give effect to such special distribution, and (E) the calculations
confirming that the Regular Certificates are Non-Retirable after giving effect to such
special distribution.



     In each month in which a Special Distribution Date Statement is required to be prepared and
for which the required Special Distribution Date Statement shows the Regular Certificates are
Retirable, on the last date in such month on which notice of a special distribution of the type
described in clause (ii) of Section 6.02 may be mailed, the [Trustee] [Securities Administrator]
shall verify that the amount of the current month’s Agency Security Distributions that were assumed
by the [Trustee] [Securities Administrator] to be due on the Agency Securities in connection with
the preparation of the Special Distribution Date Statement for that month are consistent with the
amounts of Agency Security Distributions received, or reported to it as being due, in that month,
in each case based upon receipts and information received by the [Trustee] [Securities
Administrator] as of the close of business on the immediately preceding Business Day. If there is
any discrepancy between the assumed Agency Security Distributions used in preparing such Special
Agency Security Distribution Date Statement and the receipts and information received by the
[Trustee] [Securities Administrator] as of such time, the [Trustee] [Securities Administrator]
shall revise its Special Distribution Date Statement accordingly and deliver it to the Depositor.
Such revised Special Distribution Date Statement shall supersede the previous Special Distribution
Date Statement and be controlling for all purposes under this Agreement.



     (d) If the [Trustee] [Securities Administrator] has determined on any Special Distribution
Determination Date that the Regular Certificates are Retirable, the [Trustee] [Securities
Administrator] shall give a notice of special distribution as provided in Section 6.02 and make a
distribution sufficient to retire the Principal Amount of Retirable Regular Certificates (subject,
however, to the availability of funds for that purpose in the Collection Account) and, upon the
giving of such notice, the Aggregate Special Distribution Amounts shall be distributable on the
next Special Distribution Date.



     All distributions of principal made in any special distribution shall be made in the same
priority and manner as distributions of principal on any Principal Distribution Date. The Regular



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Certificates may be subject to a special distribution on more than one Special Distribution
Date during a particular Due Period so long as the requirements of this Article VI are complied
with.



     SECTION 6.02. Form of Special Distribution Notice.



     Notices of special distributions on Regular Certificates shall be given by the [Trustee]
[Securities Administrator] at the expense of the Depositor at the following times and to the
following Persons:




     (i) Notice of any special distribution on Regular Certificates, other than a special
distribution that will result in the distribution in full of the entire outstanding
principal balance of the Regular Certificates to be subject to such special redemption and
in connection with which presentment is required for payment, shall be mailed no later than
the                      Business Day after the Special Distribution Determination Date for the applicable
Special Distribution Date to the Persons who were Holders on the applicable Record Date of
the Regular Certificates subject to such special distribution;




     (ii) Notice of any special distributions on Regular Certificates which will result in
the distribution in full of the entire outstanding principal balance of the Regular
Certificates to be subject to such special redemption and in connection with which
presentment is required for payment, shall be mailed no later than the                      Business Day
after the Special Distribution Determination Date for the Special Distribution Date on which
such special distribution is to be made to the Persons who were Holders of the Regular
Certificates subject to such special distribution on the Record Date that would otherwise be
applicable to such Special Distribution Date and to each rating agency that rated such
Regular Certificates.



     All notices of special distributions shall state:




     (1) the Special Distribution Date,




     (2) the Special Distribution Amount for each Individual Certificate of the Class of
Regular Certificates which includes the Certificate covered by such notice,




     (3) if the entire Aggregate Current Principal Amount of the Regular Certificates of a
Class is not to be distributed on a Special Distribution Date, that on such Special
Distribution Date the Special Distribution Amount will become distributable with respect to
the Current Principal Amount of each Individual Certificate as shall be specified in such
notice, that the amount distributable in respect of the Current Principal Amount of each
such Regular Certificate shall be limited to the Special Distribution Amount therefor, that
no interest shall accrue on the portion of the Current Principal Amount which is included in
the Special Distribution Amount for each such Regular Certificate for any period after [the
date one month prior to] the date fixed for such special distribution and that payment of
the Special Distribution Amount will be paid by check mailed to the Persons whose names
appear as the registered Holders thereof on the Certificate Register as of the Record Date
applicable to such Special Distribution Date and identified in such notice of special
distribution, and



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     (4) if the entire Aggregate Current Principal Amount of the Regular Certificates of a
Class is to be distributed on such Special Distribution Date, the fact of such distribution
in full, the place where such Regular Certificates are to be surrendered for payment of the
Special Distribution Amount (which shall be the office or agency to be maintained as
provided in Section 3.06) and that no interest shall accrue on such Regular Certificate for
any period after [the date one month prior to] the date fixed for such special distribution.


Failure to give notice of a special distribution, or any defect therein, to any Holder of any
Regular Certificate subject to a special distribution shall not impair or affect the validity of
any special distribution on any other Regular Certificate.




     SECTION 6.03. Amounts Distributable on Special Distribution Date.



     Notice of a special distribution having been given as provided in Section 6.02, the Special
Distribution Amount set forth in such notice shall, on the applicable Special Distribution Date,
become distributable and (unless the [Trustee] [Securities Administrator] shall fail or be unable
to distribute such Special Distribution Amount) no interest shall accrue on the principal portion
of each Regular Certificate retired on such Special Distribution Date for any period after [the
date one month prior to] such Special Distribution Date.



ARTICLE VII




Periodic Accountants’ Reports




     SECTION 7.01. Appointment of Independent Accountants.



     At the Closing Date the [Trustee] [Securities Administrator] shall appoint the firm of
Independent Accountants that prepared the letter required to be delivered under Section 2.02(b) as
the Independent Accountants of the Trust Fund for purposes of preparing and delivering the reports
required by Section 7.02. Upon any removal of such firm by the [Trustee] [Securities
Administrator] or any resignation by such firm, the [Trustee] [Securities Administrator] shall
promptly appoint a successor thereto that shall also be a firm of Independent Accountants of
recognized national reputation. The fees of such firm of Independent Accountants and of each such
successor firm, if any, shall be payable by the [Trustee] [Securities Administrator] from amounts
withdrawn from the Collection Account pursuant to Section 5.04 or from amounts available for that
purpose in the Expense Reserve Account.



     SECTION 7.02. Accountants’ Reports.



     (a) The [Trustee] [Securities Administrator] shall request that the firm of Independent
Accountants appointed pursuant to subsection 7.01 (or any successor firm so appointed) review and
prepare and deliver to the [Trustee] [Securities Administrator] [, the Rating Agency] and the
Depositor, at the times specified in Section 7.02(b), a report with respect to




     (i) each Distribution Date Statement prepared by the [Trustee] [Securities
Administrator] pursuant to Section 5.01 with respect to which a prior report has not been
prepared and delivered,




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     (ii) each Special Distribution Date Statement prepared by the [Trustee] [Securities
Administrator] pursuant to Section 6.01 since the preceding Principal Distribution Date (or
since the Closing Date if no Distribution Date has occurred), and




     (iii) a sample, selected by such firm in accordance with generally accepted auditing
standards, of any Investment Statements prepared by the [Trustee] [Securities Administrator]
pursuant to Section 4.01 during the period covered by such Distribution Date Statement.



Such report shall state that





     (i) such Independent Accountants have reviewed such Distribution Date Statement, each
such Special Distribution Date Statement and such sample of Investment Statements,




     (ii) they have performed the calculations required to be made in connection therewith,




     (iii) they have reviewed the accountings of the related Agency Security Distributions
and of the Collection Account, Expense Reserve Account furnished by the [Trustee]
[Securities Administrator] with respect to the Due Period covered by such Distribution Date
Statement and, in the case of Agency Security Distributions due in the last month of such
Due Period but not yet received, the applicable information specified in Section 1.02(b),
and




     (iv) based upon such review, such firm of Independent Accountants has no exceptions to
the [Trustee’s] [Securities Administrator’s] calculations set forth in any of such
Statements, or that all of such exceptions are set forth in such report or certificate.


Such report shall be delivered to the Trustee, and a copy of such certificate or opinion shall be
delivered to the Depositor, prior to the close of business on the second Business Day following the
related Distribution Determination Date. If such firm of Independent Accountants sets forth any
exceptions to the Trustee’s Distribution Date Statement in its report the Trustee’s Distribution
Date Statement shall be deemed to have been amended to reflect such exceptions.




     If the Trustee shall fail to deliver to the Depositor any Distribution Date Statement or any
Special Distribution Date Statement by the due date therefor, the Depositor shall, at the opening
of business on the next Business Day after such due date, direct the firm of Independent
Accountants appointed pursuant to subsection (a) to prepare and deliver to the Depositor such
Distribution Date Statement or Special Distribution Date Statement, as the case may be, no later
than 2:00 P.M. New York City time on the Business Day following the day on which such direction was
given. The fees of such Independent Accountants for preparing any such statement shall be paid by
the Trustee from amounts withdrawn from the Collection Account pursuant to Section 5.04 or from
amounts available for that purpose in the Expense Reserve Account.



     (b) The reports specified in subsection (a) above shall be prepared and delivered [quarterly]
[monthly] within two Business Days after the Distribution Date Statements occurring in each [third]
month following the Closing date until six such reports shall have been prepared



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and delivered, and annually thereafter on or before February 1 of each subsequent year;
provided, however, that if any of such reports sets forth any material exceptions or errors, such
succeeding reports shall be delivered in each third month following the month in which the report
setting forth such exceptions or errors was prepared until six such reports shall have been
prepared and delivered, and annually thereafter on or before February 1 of each subsequent year.



     (c) At such time as the reports to be delivered on or before February 1 of each year (as
specified in subsection (b) above) are prepared, the firm of Independent Accountants shall also
prepare reports with respect to the withholding and reporting requirements applicable to original
issue discount, including the calculations pertinent thereto.



ARTICLE VIII




Deficiency Events




     SECTION 8.01. Occurrence; [Trustee’s] [Securities Administrator’s]
Determinations.



     Upon the occurrence of a Deficiency Event, the [Trustee] [Securities Administrator] shall,
promptly after the Distribution Date on which such Deficiency Event occurs, determine whether or
not the application on a monthly basis of all future Agency Security Distributions and other
amounts receivable with respect to the Trust Fund towards distributions on the Regular Certificates
in accordance with the priorities as to distributions of principal set forth in such Certificates
and Section 3.03 will result in the retirement of the entire Aggregate Current Principal Amount of
and the distribution of all interest accrued on the Regular Certificates under the Maximum Rate
Assumption. In making any such determination, the [Trustee] [Securities Administrator] shall
ignore all Initial Principal Distribution Dates and, except for the Final Distribution Date
applicable to the Class or Classes of Regular Certificates having the latest Final Distribution
Date, all Final Distribution Dates, to the effect that a positive determination under this Section
8.01 can be made if the [Trustee] [Securities Administrator] can determine that such distributions
will be sufficient to pay interest at the applicable Certificate Interest Rates under the Maximum
Rate Assumption and to retire the entire Current Principal Amount of each Regular Certificate on or
before such latest Final Distribution Date.



     The [Trustee] [Securities Administrator] may, but need not, obtain and rely upon an opinion or
report of the firm of Independent Accountants acting pursuant to Section 7.01 as to the sufficiency
of the amounts receivable with respect to the Trust Fund to make such distributions of principal of
and interest on the Regular Certificates, which opinion or report shall be conclusive evidence as
to such sufficiency.



     Pending the making of any determination pursuant to this Section 8.01, distributions on the
Regular Certificates shall continue to be made in accordance with Section 5.02(d).



     As promptly as practicable following any determination pursuant to this Section 8.01, the
[Trustee] [Securities Administrator] shall notify all Holders of Certificates as to such
determination and the effect thereof upon future distributions on the Certificates as set forth in
Sections 8.02 and 8.03.



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     SECTION 8.02. Distributions Upon a Determination of Sufficiency.



     (a) In the event that the [Trustee] [Securities Administrator] shall have made a positive
determination pursuant to Section 8.01 (a “Determination of Sufficiency”), the [Trustee]
[Securities Administrator] shall, beginning on the first Deficiency Distribution Date which occurs
more than ten days subsequent to the date upon which the [Trustee] [Securities Administrator] made
such Determination of Sufficiency, withdraw from the Collection Account on each Deficiency
Distribution Date all amounts at the time held therein (after any withdrawal for Expenses as
provided in the following paragraph) and shall distribute such amounts to Holders of Regular
Certificates as of the related Special Record Date in accordance with the priorities and
allocations as to principal and interest set forth below in this Section 8.02. In the event that a
Class of Accrual Certificates shall not at the time be entitled to distributions of interest,
interest accrued but not required to be distributed on such Class shall be added to the Current
Principal Amount of each Certificate of such Class in the same manner as prior to the occurrence of
the Deficiency Event.



     (b) Each such monthly distribution on a Deficiency Distribution Date shall be made without
regard to any calculations as to the Aggregate Regular Certificate Distribution Amount and, so long
as such monthly distributions continue pursuant to this Section 8.02, no withdrawals from the
Collection Account shall be made for the purpose of distributions to Holders of Residual
Certificates until either such Deficiency Event is declared to be not continuing pursuant to the
following paragraph or until the principal of all Regular Certificates has been retired in full;
provided, however, that, prior to each such distribution to Holders of Regular Certificates, the
Trustee may withdraw from the Collection Account any amounts as may at the time be required to pay
Expenses notwithstanding the priority of Holders of Regular Certificates respecting amounts in the
Certificate Account prior to the occurrence of a Deficiency Event. All amounts available for
distribution from the Collection Account on each Deficiency Distribution Date pursuant to this
Section 8.02 shall be applied, first, to the payment of all interest accrued but
undistributed on the Regular Certificates to [the date one month prior to] such Deficiency
Distribution Date (other than accrued interest on any Class of Accrual Certificates for which the
Initial Interest Distribution Date has not yet occurred) and, second, to the reduction of
the Current Principal Amounts of the Outstanding Regular Certificates in the order of their Final
Distribution Dates.



     (c) In the event that, subsequent to the making of any distribution on a Deficiency
Distribution Date that would otherwise be a Distribution Date, the [Trustee] [Securities
Administrator] determines that (i) it could make a Determination of Sufficiency pursuant to Section
8.01 which included taking into consideration the making of distributions on [a quarterly] [an
annual] rather than a monthly basis as well as all applicable Initial Principal Distribution Dates
and Final Distribution Dates and (ii) the aggregate of the Cash Flow Values of all Cash Flow Groups
as of the date that would otherwise be the related Distribution Determination Date is greater than
the Aggregate Current Principal Amount of the Regular Certificates at the time Outstanding (after
giving effect to the distribution of principal made on such Deficiency Distribution Date), the
[Trustee] [Securities Administrator] shall notify all Certificateholders and declare such
Deficiency Event to no longer be continuing and resume distributions on the Certificates
(including, to the extent applicable, Residual Certificates) as provided herein on each
Distribution Date as if no such Deficiency Event had occurred.



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     SECTION 8.03. Distributions Upon a Determination of Insufficiency.



     (a) In the event that the [Trustee] [Securities Administrator] shall have made a negative
determination pursuant to Section 8.01 (a “Determination of Insufficiency”), the [Trustee]
[Securities Administrator] shall, beginning on the first Deficiency Distribution Date which occurs
more than ten days subsequent to the date upon which the [Trustee] [Securities Administrator] made
such Determination of Insufficiency, withdraw from the Collection Account on each Deficiency
Distribution Date all amounts at the time held therein (after any withdrawal for expenses as
provided in the following paragraph) and shall distribute such amounts to the Holders of Regular
Certificates in the following order and priorities.




     first: To the payment of amounts then accrued and undistributed on all Regular
Certificates (including any Accrual Certificates) for interest on the Current Principal
Amount of each such Regular Certificate at the Highest Certificate Interest Rate
(notwithstanding the Certificate Interest Rate borne by such Regular Certificate) from [the
date one month prior to] the Distribution Date preceding the Distribution Date on which the
Deficiency Event occurred (or [the date one month prior to] such later date to which
interest has been paid or, in the case of any Accrual Certificates, added to the principal
balance thereof) to [the date one month prior to] such Deficiency Distribution Date; and




     second: To the reduction of the Current Principal Amount of each Regular
Certificate, ratably among all Regular Certificates, without preference or priority of any
kind and without regard for the sequence in which the principal of Regular Certificates is
otherwise paid.



     (b) Each such monthly distribution on a Deficiency Distribution Date shall be made without
regard to any calculations as to the Aggregate Regular Certificate Distribution Amount and, so long
as such monthly distributions continue pursuant to this Section 8.02, no withdrawals from the
Certificate Account shall be made for the purpose of distributions to Holders of Residual
Certificates until the principal of all Regular Certificates has been retired in full; provided,
however, that prior to each such distribution to Holders of Regular Certificates, the [Trustee]
[Securities Administrator] may withdraw from the Collection Account any amounts as may at the time
be required to pay Expenses notwithstanding the priority of Holders of Regular Certificates
respecting amounts in the Collection Account prior to the occurrence of a Deficiency Event.



     (c) So long as distributions on Regular Certificates are being made pursuant to this Section
8.03, the Holders of Regular Certificates representing more than 50% of the Aggregate Current
Principal Amount of the Outstanding Regular Certificates may direct the [Trustee] [Securities
Administrator] to sell the Trust Fund pursuant to Section 8.04, any such direction being
irrevocable and binding (subject, however, to satisfaction of the conditions set forth in Section
8.04) upon the Holders of all such Regular Certificates as well as upon the Holders of all Residual
Certificates. Pending any such sale, monthly distributions shall continue to be made on the
Regular Certificates on each Deficiency Distribution Date pursuant to this Section 8.03. In the
absence of such a direction, the [Trustee] [Securities Administrator] shall not sell all or a
portion of the Trust Fund.



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     (d) Any Determination of Insufficiency by the [Trustee] [Securities Administrator] pursuant to
Section 8.01 shall be irrevocable to the effect that, notwithstanding any subsequent event or
occurrence which would permit the [Trustee] [Securities Administrator] to make a Determination of
Sufficiency, distributions following such a Determination of Insufficiency shall be made in the
manner provided in this Section 8.03 and Holders of Regular Certificates representing more than 50%
of the Aggregate Current Principal Amount of the Outstanding Regular Certificates may at any time
direct a Sale of the Trust Fund.



     SECTION 8.04. Sale of Trust Fund.



     In the event that (a ) a Determination of Insufficiency has been made by the trustee and (b)
the Trustee has received a direction for the sale of the Trust Fund from Holders of Regular
Certificates representing more than 50% of the Aggregate Current Principal Amount of the
Outstanding Regular Certificates, the [Trustee] [Securities Administrator] shall proceed to sell
the Trust Fund in one or more separate, private or public sales, the method, manner, time, place
and terms of any such sale being in the sole discretion of the [Trustee] [Securities
Administrator], provided that (1) any such sale shall be conducted in a commercially reasonable
manner and (2) except as hereinafter provided (a) any such sale and the distribution of the
proceeds thereof to Certificateholders shall be conducted in such a manner as to constitute a
“qualified liquidation” for purposes of Section 860F(a)(4)(A) of the Code and (b) there shall have
been delivered to the [Trustee] [Securities Administrator] a Non-Disqualification Opinion with
respect to such proposed sale and the distribution of the proceeds thereof to Certificateholders.
In the event that there shall be delivered to the [Trustee] [Securities Administrator] an Opinion
of Counsel to the effect that the net proceeds of any sale of the Trust Fund after payment of all
taxes on “prohibited transactions” as defined in Section 860F of the Code would not be less than
the amount that would be distributable to the Holders of the Regular Certificates pursuant to
Section 8.03 on the next Deficiency Distribution Date following such sale, then clause (2) of the
proviso to the immediately preceding sentence shall be inapplicable to such sale.



     The proceeds of any such sale (after reimbursement to the Trustee and the Securities
Administrator of their respective reasonable expenses and disbursements) shall be distributed
promptly to Holders of Regular Certificates upon presentation and surrender of the Certificates at
the office or agency specified in the notice to Certificateholders of such final distribution.
Such proceeds shall be applied in the order and priority set forth in Section 8.03 for monthly
distributions thereunder. In the event that proceeds remain after the retirement of the entire
Current Principal Amount of each Regular Certificate together with accrued and undistributed
interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be
distributed to Holders of Residual Certificates in accordance with the respective Percentage
Interests evidenced thereby upon presentation and surrender of such Residual Certificates at the
office or agency specified in the notice to Holders of Residual Certificates of such final
distribution.



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ARTICLE IX




The Depositor




     SECTION 9.01. Liability of the Depositor.



     The Depositor shall be liable in accordance herewith only to the extent of the obligations
expressly and specifically imposed upon and undertaken by the Depositor herein.



     SECTION 9.02. Merger or Consolidation of, or Assumption of the Obligations of, the
Depositor.



     Any corporation into which the Depositor may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Depositor shall be a party, or
any corporation succeeding to the business of the Depositor, which executes an agreement of
assumption to perform every obligation of the Depositor hereunder, shall be the successor of the
Depositor hereunder, without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.



     SECTION 9.03. Limitation on Liability of the Depositor and Others.



     Neither the Depositor nor any of the directors or officers or employees or agents of the
Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action by the Depositor pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not protect
the Depositor or any such person against any liability which would otherwise be imposed by reason
of willful misfeasance; bad faith or gross negligence in the performance of duties of the Depositor
or by reason of reckless disregard of obligations and duties of the Depositor hereunder. The
Depositor and any director or officer or employee or agent of the Depositor may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder.



     SECTION 9.04. The Depositor Not to Resign.



     Subject to the provisions of Section 9.02, the Depositor shall not resign from the obligations
and duties hereby imposed on it except upon determination that the performance of its duties
hereunder is no longer permissible under applicable law; provided, however, that the Depositor may
assign or delegate its obligations to the [Trustee] [Securities Administrator] or to a Person
having a combined capital and surplus of at least $                    . Any such determination permitting the
resignation of the Depositor shall be evidenced by an Opinion of Counsel to such effect delivered
to the [Trustee] [Securities Administrator]. No such resignation shall become effective until the
[Trustee] [Securities Administrator] or a successor Person shall have assumed the responsibilities
and obligations of the Depositor in accordance with Section 9.02.



     SECTION 9.05. Annual Statement as to Compliance.



     On or before                      1 in each calendar year, beginning                      1,           , the Depositor
(or its delegatee, assignee or successor) shall deliver to the [Trustee] [Securities



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Administrator] a written statement signed by an Authorized Officer of the Depositor (or of
such delegatee, assignee or successor) stating that




     (1) a review of the fulfillment by the Depositor (or such delegatee, assignee
or successor) during such year or its obligations under this Agreement has been made
under such officer’s supervision; and




     (2) to the best of such officer’s knowledge, based on such review, the
Depositor (or such delegatee, assignee or successor) has fulfilled all its
obligations under this Agreement throughout such year, or, if there has been a
Default in the fulfillment of any such obligation, specifying each such Default
known to such officer and the nature and status thereof.



     SECTION 9.06. Depositor May Own Certificates.



     The Depositor in its individual or any other capacity may become the owner or pledge of any
Certificates with the same rights it would have if it were not the Depositor.



ARTICLE X




The Trustee




     SECTION 10.01. Duties of Trustee.



     (a) If a Deficiency Event or an Event of Default (as hereinafter in this Article X used, an
“Event of Default” or a “Default” shall be deemed to include a Deficiency Event) has occurred and
is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.



     (b) Except during the continuance of an Event of Default:




     (1) The Trustee need perform only those duties that are specifically set forth in this
Agreement and no others, and no implied covenants or obligations of the Trustee shall be
read into this Agreement.




     (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Agreement. The Trustee shall, however, examine such certificates and opinions to determine
whether they conform to the requirements of this Agreement.



     (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (1) This paragraph does not limit the effect of subsection (b) of this Section.



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     (2) The Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts.




     (3) The Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it for a sale of the Trust
Fund pursuant to Section 8.03.



     (d) For all purposes under this Indenture and except as otherwise contemplated by Section
10.01(a) or Section 10.01(c), the Trustee shall not be deemed to have notice of any Event of
Default described in Section 11.01(3) or 11.01(4) or any Default described in Section 11.01(1) or
11.01(2) unless a Responsible Officer assigned to and working in the Trustee’s corporate trust
department has actual knowledge thereof or unless written notice of any event that is in fact such
an Event of Default or Default is received by the Trustee at the Trustee’s Corporate Trust Office,
and such notice references the Certificates generally, the Depositor, the Securities Administrator,
the Trust Fund or this Agreement.



     (e) No provision of this Agreement shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it; provided, however, that the Trustee shall not refuse or fail to perform any of its
duties hereunder solely as a result of non-payment of its normal fees and expenses and further
provided that nothing in this Section 10.01(e) shall be construed to limit the exercise by the
Trustee of any right or remedy permitted under this Agreement or otherwise in the event of the
Depositor’s failure to provide for the payment of the Trustee’s fees and expenses pursuant to
Section 10.07. In determining that such repayment or indemnity is not reasonably assured to it,
the Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the
Depositor but also the likelihood of repayment or indemnity from amounts payable to it from the
Trust Fund pursuant to Section 10.07, Section 5.04, Section 8.02 or Section 8.03.



     (f) Every provision of this Agreement that in any way relates to the Trustee is subject to the
provisions of this Section.



     SECTION 10.02. Notice of Default.



     Within 90 days after the occurrence of any Default known to the Trustee, the Trustee shall
transmit by mail to all Holders of Certificates and to each rating agency that rated the Regular
Certificates notice of each such Default, unless such Default shall have been cured or waived;
provided, however, that except in the case of the occurrence of a Deficiency Event, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of the Holders of the
Certificates; and provided, further, that in the case of any Default of the character specified in
Sections 11.01(1) and 11.01(2) no such notice to Holders of the Certificates or to any rating
agency shall be given until at least 30 days after the occurrence thereof.



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     SECTION 10.03. Rights of Trustee.



     (a) The Trustee may rely on any document believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or matter stated in
the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Certificate or Opinion.



     (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within its rights or powers.



     SECTION 10.04. Not Responsible for Recitals or Issuance of Certificates.



     The recitals contained herein and in the Certificates, other than execution of the
Certificates, shall be taken as the statements of the Depositor, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations with respect to the
Trust Fund or as to the validity or sufficiency of this Agreement or of the Certificates. The
Trustee shall not be accountable for the use or application by the Depositor of the Certificates or
the proceeds thereof or any money paid to the Depositor or upon Depositor Order pursuant to the
provisions hereof.



     SECTION 10.05. May Hold Certificates.



     The Trustee or any other agent of the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Certificates and, subject to Section 10.08, may otherwise deal with
the Depositor or any Affiliate of the Depositor with the same rights it would have if it were not
Trustee, Agent, or such other agent.



     SECTION 10.06. Money Held in Trust.



     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by this Agreement or by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with the Depositor and
except to the extent of income or other gain on investments that are obligations of the Trustee and
income or other gain actually received by the Trustee on investments that are obligations of
others.



     SECTION 10.07. Compensation and Reimbursement.



     [The Trustee shall be entitled to receive for its own account, in accordance with Sections
5.04, 8.02, 8.03 or 8.04 or Article XIII, as applicable and subject to the availability of funds for
such purpose in the Trust Accounts.



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     (a) reasonable compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of an
express trust);



     (b) except as otherwise expressly provided herein, reimbursement for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this
Agreement (including the reasonable compensation and the expenses and disbursements of its agents
and counsel), except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and



     (c) indemnification of the trustee and its agents for, and being held harmless against, any
loss, liability or expense incurred without negligence or bad faith on their part, arising out of,
or in connection with, the acceptance or administration of this Agreement and the Trust Fund,
including the costs and expenses of defending themselves against any claim in connection with the
acceptance or administration of this Agreement and the Trust Fund, including the costs and expenses
of defending themselves against any claim in connection with the exercise or performance of any of
their powers or duties hereunder.



     The Trustee shall in no event acquire any lien upon the Trust Fund, or any claim against the
holders of the Residual Certificates (in their capacity as such), by reason of its failure to
receive the amounts due under this Section 10.07. The Trustee shall, unless and until the
effective date of its resignation under Section 10.10, continue to perform its obligations
hereunder, subject, however, to Section 10.01(d).]



     [The Depositor agrees




     (1) subject to any separate written agreement with the Trustee, to pay the Trustee from
time to time reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Agreement (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith; and




     (3) to indemnify the Trustee and its agents for, and to hold them harmless against, any
loss, liability or expense incurred without negligence or bad faith on their part, arising
out of, or in connection with, the acceptance or administration of this Agreement and the
Trust Fund, including the costs and expenses of defending themselves against any claim in
connection with the acceptance or administration of this Agreement and the Trust Fund,
including the costs and expenses of defending themselves against any claim in connection
with the exercise or performance of any of their powers or duties hereunder, provided that:



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     (i) with respect to any such claim, the Trustee shall have given the Depositor
written notice thereof promptly after the Trustee shall have knowledge thereof;




     (ii) while maintaining absolute control over its own defense, the Trustee shall
cooperate and consult fully with the Depositor in preparing such defense; and




     (iii) notwithstanding anything to the contrary in this Section 10.07(3), the
Depositor shall not be liable for settlement of any such claim by the Trustee
entered into without the prior consent of the Depositor.


As security for the performance of the obligations of the Depositor under this Section, the Trustee
shall have a lien upon the Residual of the Trust Fund. The Trustee shall not institute any
Proceedings seeking the enforcement of such lien against the Trust Fund except a Proceeding seeking
to enforce such lien against only (i) the portion of the proceeds of a Sale of the Trust Fund
pursuant to Section 8.04 that are payable to Holders of the Residual Certificates, (ii) any amounts
payable to the Trustee pursuant to clause second of Section 5.04 or (iii) any amounts payable to
the Trustee following a Deficiency Event pursuant to Section 8.02 or Section 8.03.]




     SECTION 10.08. Eligibility; Disqualification.



     The Trustee under this Agreement shall always be a corporation organized and doing business
under the laws of the United States or of any state or territory or of the District of Columbia
which is authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by Federal, state, territorial or District of Columbia authority. The
Trustee shall always have a combined capital and surplus as stated in Section 10.09.



     SECTION 10.09. Trustee’s Capital and Surplus.



     The Trustee shall at all times have a combined capital and surplus of at least $50,000,000.
If the Trustee publishes annual reports of condition pursuant to law or to the requirements of the
supervising or examining authority set forth in Section 10.08, its combined capital and surplus for
purposes of this Section 10.09 shall be as set forth in the latest such report.



     SECTION 10.10. Resignation and Removal; Appointment of Successor.



     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 10.11.



     (b) The Trustee may resign at any time by giving written notice thereof to the Depositor and
the Securities Administrator. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee.



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     (c) The Trustee may be removed at any time by Act of the Holders representing more than [50%]
of the Aggregate Current Principal Amount of the Outstanding Regular Certificates, delivered to the
Trustee and to the Depositor.



     (d) If at any time the Trustee shall cease to be eligible under Section 10.09 or shall become
incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then,
in any such case, (i) the Depositor by a Depositor Order may remove the Trustee, or (ii) any
Certificateholder who has been a bona fide Holder of a Certificate for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.



     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of the Trustee for any cause, the Depositor, by a Depositor Order, shall
promptly appoint a successor Trustee. If within one year after such vacancy a successor Trustee
shall be appointed by Act of the Holders of Certificates representing more than 50% of the
Aggregate Current Principal Amount of the Outstanding Regular Certificates delivered to the
Depositor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Depositor. If no successor Trustee shall have been so appointed by the Depositor
or Certificateholders and shall have accepted appointment in the manner hereinafter provided, any
Certificateholder who has been a bona fide Holder of a Certificate for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee.



     (f) The Depositor shall give notice of each resignation and each removal of the Trustee and
each appointment of a successor Trustee to the Holders of Certificates and to each rating agency
that rated the Regular Certificates. Each notice shall include the name of the successor Trustee
and the address of its Corporate Trust Office.



     SECTION 10.11. Acceptance of Appointment by Successor.



     Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the
Depositor and the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee. Notwithstanding the foregoing, on request of the
Depositor or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all property and money
held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 10.07. Upon request of any such successor Trustee, the Depositor shall execute and deliver
any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts.



     No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.



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     SECTION 10.12. Merger, Conversion, Consolidation or Successor to Business of Trustee.



     Any corporation into which the 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 Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Certificates have been executed, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such executing Trustee may adopt such execution
and deliver the Certificates so executed with the same effect as if such successor Trustee had
executed such Certificates.



     SECTION 10.13. Co-trustees and Separate Trustees.



     At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in
which any part of the Trust Fund may at the time be located, the Depositor and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the Holders of
Certificates representing more than 50% of the Aggregate Current Principal Amount of the
Outstanding Regular Certificates, the Depositor shall for such purpose join with the Trustee in the
execution, delivery and performance of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, of all or any part of the Trust Fund, or to act as separate trustee of any such property,
in either case with such powers as may be provided in the instrument of appointment, and to vest in
such Person or Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request so to do, or in case
an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such
appointment.



     Should any written instrument from the Depositor be required by any co-trustee or separate
trustee so appointed for more fully confirming to such co-trustee or separate trustee such
property, title, right or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Depositor.



     Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following terms:




     (1) The Certificates shall be executed and delivered and all rights, powers, duties and
obligations hereunder in respect of the custody of securities, cash and other personal
property held by, or required to be deposited with, the Trustee hereunder, shall be
exercised, solely by the Trustee.




     (2) The rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be conferred or imposed
upon and exercised or performed by the Trustee or by the Trustee



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and such co-trustee or separate trustee jointly, as shall be provided in the instrument
appointing such co-trustee or separate trustee, except to the extent that, under any law of
any jurisdiction in which any particular act is to be performed, the Trustee shall be
incompetent or unqualified to perform such act, in which event such rights, powers, duties
and obligations shall be exercised and performed by such co-trustee or separate trustee.




     (3) The Trustee at any time, by an instrument in writing executed by it, with the
written concurrence of the Depositor, may accept the resignation of or remove any co-trustee
or separate trustee appointed under this Section, and, in case an Event of Default has
occurred and is continuing, the Trustee shall have power to accept the resignation of, or
remove, any such co-trustee or separate trustee without the concurrence of the Depositor.
Upon the written request of the Trustee, the Depositor shall join with the Trustee in the
execution, delivery and performance of all instruments and agreements necessary or proper to
effectuate such resignation or removal. A successor to any co-trustee or separate trustee
so resigned or removed may be appointed in the manner provided in this Section.




     (4) No co-trustee or separate trustee hereunder shall be personally liable by reason of
any act or omission of the Trustee, or any other such trustee hereunder and the Trustee
shall not be personally liable by reason of any act or omission of any co-trustee or other
such separate trustee hereunder.




     (5) Any Act of Certificateholders delivered to the Trustee shall be deemed to have been
delivered to each such co-trustee and separate trustee.



ARTICLE XI




Defaults by Depositor




     SECTION 11.01. Event of Default.



     “Event of Default”, wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):




     (1) if the Depositor shall breach, or default in the due observance or performance of,
any other of its covenants in this Agreement, and such Default shall continue for a period
of 30 days after there shall have been given, by registered or certified mail, to the
Depositor by the Trustee or to the Depositor and the Trustee by the Holders of Regular
Certificates representing at least 25% of the Aggregate Current Principal Amount or by the
Holders of Residual Certificates which evidence Percentage Interests aggregating not less
than 25%, a written notice specifying such Default and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder;



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     (2) if any representation or warranty of the Depositor made in this Agreement or in any
certificate or other writing delivered pursuant hereto or in connection herewith shall prove
to be incorrect in any material respect as of the time when the same shall have been made
and, within 30 days after there shall have been given, by registered or certified mail,
written notice thereof to the Depositor by the Trustee, or to the Depositor and the Trustee
by the Holders of Regular Certificates representing at least 25% of the Aggregate Current
Principal Amount or by the Holders of Residual Certificates which evidence Percentage
Interests aggregating not less than 25%, the circumstance or condition in respect of which
such representation or warranty was incorrect shall not have been eliminated or otherwise
cured;




     (3) the entry of a decree or order for relief by a court having jurisdiction in respect
of the Depositor in an involuntary case under the federal bankruptcy laws, as now or
hereafter in effect, or any other present or future federal or state bankruptcy, insolvency
or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Depositor or of any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Depositor and the
continuance of any such decree or order unstayed and in effect for a period of 60
consecutive days; or




     (4) the commencement by the Depositor of a voluntary case under the federal bankruptcy
laws, as now or hereafter in effect, or any other present or future federal or state
bankruptcy, insolvency or similar law, or the consent by the Depositor to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Depositor or of any substantial part of its property or the
making by the Depositor of an assignment for the benefit of creditors or the failure by the
Depositor generally to pay its debts as such debts become due or the taking of corporate
action by the Depositor in furtherance of any of the foregoing.



     SECTION 11.02. Termination of Depositor’s Rights and Obligations.



     If an Event of Default occurs and is continuing, then, and in each and every such case, so
long as such Event of Default shall not have been remedied by the Depositor, either the Trustee, or
the Holders of Regular Certificates representing not less than 25% of the Aggregate Current
Principal Amount or the Holders of Residual Certificates evidencing Percentage Interests
aggregating not less than 25% by notice given in writing to the Depositor (and to the Trustee and
the Securities Administrator if given by Certificateholders) may terminate all of the rights and
obligations of the Depositor under this Agreement. On or after the receipt by the Depositor of
such written notice, all authority and power of the Depositor under this Agreement, whether with
respect to the Certificates or the Trust Fund or otherwise, shall pass to and be vested in the
[Trustee] [Securities Administrator] pursuant to and under this Section 11.02; and, without
limitation, the [Trustee] [Securities Administrator] is hereby authorized and empowered to execute
and deliver, on behalf of the Depositor, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination. The Depositor agrees to cooperate with the
Trustee and the Securities Administrator in effecting the termination of the responsibilities and
rights of the Depositor hereunder.



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     SECTION 11.03. [Trustee] [Securities Administrator] to Act; Appointment of Successor.



     On and after the time the Depositor receives a notice of termination pursuant to Section
11.02, the [Trustee] [Securities Administrator] shall be the successor in all respect to the
Depositor in its capacity as such under this Agreement and the transactions set forth or provided
for herein and shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Depositor by the terms and provisions hereof. As compensation therefor, the
[Trustee] [Securities Administrator] shall be entitled to such compensation as the Depositor would
have been entitled to hereunder if no such notice of termination had been given. Any such fees
shall be in addition to amounts payable to the [Trustee] [Securities Administrator] hereunder as
compensation for its acting as [Trustee] [Securities Administrator] under this Agreement.
Notwithstanding the above, the [Trustee] [Securities Administrator] may, if it shall be unwilling
so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent
jurisdiction to appoint, any established                                                              institution having a net
worth of not less than $                     as the successor to the Depositor hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Depositor hereunder. Pending
appointment of a successor to the Depositor hereunder, unless the [Trustee] [Securities
Administrator] is prohibited by law from so acting, the [Trustee] [Securities Administrator] shall
act in such capacity as hereinabove provided. In connection with such appointment and assumption,
the [Trustee] [Securities Administrator] may make such arrangements for the compensation of such
successor out of amounts available for such purpose in the Collection Account as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Depositor hereunder. The [Trustee] [Securities Administrator] and
such successor shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.



     SECTION 11.04. [Trustee’s] [Securities Administrator’s] Remedies.



     If an Event of Default occurs and is continuing, the [Trustee] [Securities Administrator] may
in its discretion, whether or not the rights and obligations of the Depositor under this Agreement
have been terminated pursuant to Section 11.02, proceed to protect and enforce its rights and the
rights of the Certificateholders by such appropriate Proceedings as the [Trustee] [Securities
Administrator] shall deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Agreement or in aid of the exercise of
any power granted herein, or enforce any other proper remedy, including, without limitation,
instituting a Proceeding under this Agreement, prosecuting such Proceeding to final judgment or
decree, and collecting out of the property, wherever situated, of the Depositor the moneys adjudged
or decreed to be payable in the manner provided by law.



     SECTION 11.05. Notification to Certificateholders.



     Upon any termination or appointment of a successor to the Depositor pursuant to this Article
XI, the [Trustee] [Securities Administrator] shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate Register.



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ARTICLE XII




Securities Administrator




     SECTION 12.01. Duties of Securities Administrator.



     (a) The Securities Administrator shall undertake to perform such duties and only such duties
as are specifically set forth in this Agreement.



     (b) The Securities Administrator, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the Securities Administrator
that are specifically required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they are in the form required by this Agreement; provided,
however, that the Securities Administrator shall not be responsible for the accuracy or content of
any such resolution, certificate, statement, opinion, report, document, order or other instrument.
If any such instrument is found not to conform in any material respect to the requirements of this
Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming
instrument in the event the Securities Administrator, after so requesting, does not receive a
satisfactorily corrected instrument. [The foregoing notwithstanding, the Securities Administrator
shall be responsible for the accuracy or content of any such resolution, certificate, statement,
opinion, report, document, order or other instrument related to its activities or duties hereunder
and required to be filed or prepared by it pursuant to the terms of this Agreement, including,
without limitation, the reports described in Section 15.06.]



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




     (i) the duties and obligations of the Securities Administrator shall be determined
solely by the express provisions of this Agreement, the Securities Administrator shall not
be liable except for the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Securities Administrator and the Securities Administrator may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Securities
Administrator and conforming to the requirements of this Agreement which it believed in good
faith to be genuine and to have been duly executed by the proper authorities respecting any
matters arising hereunder;




     (ii) the Securities Administrator shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Securities Administrator,
unless it shall be conclusively determined by a court of competent jurisdiction, such
determination not subject to appeal, that the Securities Administrator was negligent in
ascertaining the pertinent facts;



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     (iii) the Securities Administrator shall not be liable with respect to any action or
inaction taken, suffered or omitted to be taken by it in good faith in accordance with the
direction of Holders of Certificates evidencing not less than [25%] of the Voting Rights
of Certificates relating to the time, method and place of conducting any proceeding for any
remedy available to the Securities Administrator, or exercising or omitting to exercise any
trust or power conferred upon the Securities Administrator under this Agreement; and




     (iv) the Securities Administrator shall not be accountable, shall have no liability and
makes no representation as to any acts or omissions hereunder of the Trustee.



     SECTION 12.02. Certain Matters Affecting the Securities Administrator. Except as
otherwise provided in Section 12.01:



     (a) the Securities Administrator may request and conclusively rely upon and shall be fully
protected in acting or refraining from acting upon any resolution, Officer’s Certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document believed by it in good faith to
be genuine and to have been signed or presented by the proper party or parties and the Securities
Administrator shall have no responsibility to ascertain or confirm the genuineness of any signature
of any such party or parties;



     (b) the Securities Administrator may consult with counsel, financial advisers or accountants
and the advice of any such counsel, financial advisers or accountants and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel;



     (c) the Securities Administrator shall not be liable for any action or inaction taken,
suffered or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;



     (d) the Securities Administrator shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless requested in writing so
to do by Holders of Certificates evidencing, as to Regular Certificates, Current Principal Amounts
aggregating not less than 25% of the Aggregate Current Principal Amount of such Class and, as to
Residual Certificates, Percentage Interests aggregating not less than 25%; provided,
however, that if the payment within a reasonable time to the Securities Administrator of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Securities Administrator, not reasonably assured to the Securities
Administrator by the security afforded to it by the terms of this Agreement, the Securities
Administrator may require reasonable indemnity against such expense or liability as a condition to
so proceeding;



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     (e) the Securities Administrator may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys or a custodian and the
Securities Administrator shall not be responsible for any misconduct or negligence on the part of
any such agent, attorney or custodian appointed by the Securities Administrator with due care;



     (f) the Securities Administrator shall not be required to risk or expend its own funds or
otherwise incur any financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers hereunder if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not assured to it,
and none of the provisions contained in this Agreement shall in any event require the Securities
Administrator to perform, or be responsible for the manner of performance of, any of the
obligations the Trustee under this Agreement;



     (g) the Securities Administrator shall be under no obligation to exercise any of the trusts,
rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Securities Administrator reasonable security or indemnity satisfactory to
the Securities Administrator against the costs, expenses and liabilities which may be incurred
therein or thereby; and



     (h) the Securities Administrator shall have no obligation to appear in, prosecute or defend
any legal action that is not incidental to its duties hereunder and which in its opinion may
involve it in any expense or liability; provided, however, that the Securities Administrator may in
its discretion undertake any such action that it may deem necessary or desirable in respect of this
Agreement and the rights and duties of the parties hereto and the interests of the Trustee, the
Securities Administrator and the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Securities Administrator shall be entitled to be reimbursed
therefor out of the Collection Account.



     (i) The Securities Administrator shall have no duty (A) to undertake or ensure any recording,
filing, or depositing of this Agreement or any agreement referred to herein or any financing
statement or continuation statement evidencing a security interest, or to see to the maintenance of
any such recording or filing or depositing or to any rerecording, refiling or redepositing thereof,
(B) to procure or maintain any insurance or (C) to pay or discharge any tax, assessment, or other
governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or
levied against, any part of the Trust Fund other than from funds available in the [Distribution
Account.]


     SECTION 12.03. Securities Administrator Not Liable for Certificates or Agency
Securities.



     (a) The recitals contained herein and in the Certificates shall be taken as the statements of
the Depositor and the Securities Administrator assumes no responsibility for their correctness.
The Securities Administrator makes no representations as to the validity or



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sufficiency of this
Agreement, or of the Certificates or of any Agency Security or
related document other than with
respect to the Securities Administrator’s execution and authentication of the Certificates. The
Securities Administrator shall not be accountable for the use or application by the Depositor or
the Trustee of any funds paid to the Depositor or the Trustee, in respect of the Agency Securities
or deposited in or withdrawn from any Collection Account or any other fund or account with respect
to the Certificates by the Depositor or the Trustee.



     (b) The Securities Administrator executes and authenticates the Certificates not in its
individual capacity but solely as Securities Administrator of the Trust Fund created by this
Agreement, in the exercise of the powers and authority conferred and vested in it by this
Agreement. Each of the undertakings and agreements made on the part of the Securities
Administrator on behalf of the Trust Fund in the Certificates is made and intended not as a
personal undertaking or agreement by the Securities Administrator but is made and intended for the
purpose of binding only the Trust Fund.



     SECTION 12.04. Securities Administrator May Own Certificates.



     The Securities Administrator in its individual or any other capacity may become the owner or
pledgee of Certificates and may transact business with the parties hereto and their Affiliates with
the same rights as it would have if it were not the Securities Administrator.



     SECTION 12.05. Securities Administrator’s Fees and Expenses.



     The Securities Administrator and any director, officer, employee, agent or “control person”
within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended (“Control Person”), of the Securities Administrator shall be indemnified by the
Trust Fund and held harmless against any loss, liability or expense (including reasonable
attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this
Agreement, (b) the Agency Securities or (c) the Certificates, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of
any of the Securities Administrator’s duties hereunder, (ii) incurred in connection with the
performance of any of the Securities Administrator’s duties hereunder, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Securities Administrator’s duties hereunder or (iii) incurred by reason
of any action of the Securities Administrator taken at the direction of the Certificateholders.
Such indemnity shall survive the termination of this Agreement or the resignation or removal of the
Securities Administrator hereunder. Without limiting the foregoing, and except for any such
expense, disbursement or advance as may arise from the Securities Administrator’s negligence, bad
faith or willful misconduct, or which would not be an “unanticipated expense” within the
meaning of the second preceding sentence, the Securities Administrator shall be reimbursed by
the Trust for all reasonable expenses, disbursements and advances incurred or made by the
Securities Administrator in accordance with any of the provisions of this Agreement with respect
to: (A) the reasonable compensation and the expenses and disbursements of its counsel not
associated with the closing of the issuance of the Certificates, (B) the reasonable compensation,
expenses and disbursements of any accountant, engineer, appraiser or other agent that is not
regularly employed by the Securities Administrator, to the extent that the Securities Administrator
must engage such Persons to perform acts or services hereunder and (C) printing



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and engraving
expenses in connection with preparing any Certificates. The Trust Fund shall fulfill its
obligations under this paragraph from amounts on deposit from time to time in the Distribution
Account.



     SECTION 12.06. Eligibility Requirements for Securities Administrator.



     (a) The Securities Administrator hereunder shall at all times be a corporation or association
organized and doing business under the laws the United States of America or any state thereof,
authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by federal or state
authority and with a credit rating of at least investment grade. If such corporation or
association publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section 12.06 the combined capital and surplus of such corporation or association 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 Securities Administrator shall cease to be eligible in
accordance with the provisions of this Section 12.06, the Securities Administrator shall resign
immediately in the manner and with the effect specified in Section 12.07 hereof. The entity
serving as Securities Administrator may have normal banking and trust relationships with the
Depositor and its affiliates or the Trustee and its affiliates.



     (b) Any successor securities administrator (i) may not be a seller of Agency Securities, the
Depositor or an Affiliate of the Depositor unless such successor securities administrator’s
functions are operated through an institutional trust department of the Securities Administrator,
(ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of
organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency and if
rated by Fitch, or the equivalent rating by Standard & Poor’s or Moody’s. If no successor
securities administrator shall have been appointed and shall have accepted appointment within
60 days after the Securities Administrator ceases to be the Securities Administrator pursuant to
Section 12.07, then the Trustee may (but shall not be obligated to) become the successor securities
administrator. The Depositor shall appoint a successor to the Securities Administrator in
accordance with Section 12.07. The Trustee shall notify the Rating Agencies of any change of
Securities Administrator.



     SECTION 12.07. Resignation and Removal of Securities Administrator.



     (a) The Securities Administrator may at any time resign by giving written notice of
resignation to the Depositor and the Trustee and each Rating Agency not less than 60 days before
the date specified in such notice when, subject to Section 12.08, such resignation is to take
effect, and acceptance by a successor securities administrator in accordance with Section 12.08
meeting the qualifications set forth in Section 12.06. If no successor securities administrator
meeting such qualifications shall have been so appointed by the Depositor and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Securities
Administrator may petition any court of competent jurisdiction for the appointment of a successor
securities administrator.



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     (b) If at any time the Securities Administrator shall cease to be eligible in accordance with
the provisions of Section 12.06 hereof and shall fail to resign after written request thereto by
the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or
shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Securities
Administrator or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the
Securities Administrator or the Trust Fund is located and the imposition of such tax would be
avoided by the appointment of a different securities administrator, then the Depositor may remove
the Securities Administrator and appoint a successor securities administrator by written
instrument, in triplicate, one copy of which instrument shall be delivered to the Securities
Administrator so removed and one copy to the successor securities administrator.



     (c) Holders of Certificates evidencing, as to Regular Certificates, Current Principal Amounts
aggregating not less than 51% of the Aggregate Current Principal Amount of such Class and, as to
Residual Certificates, Percentage Interests aggregating not less than 51%, may at any time remove
the Securities Administrator and appoint a successor securities administrator by written instrument
or instruments, in triplicate, signed by such Holders or their attorneys in fact duly authorized,
one complete set of which instruments shall be delivered by the successor securities administrator
to the Trustee, one complete set to the Securities Administrator so removed and one complete set to
the successor so appointed. Notice of any removal of the Securities Administrator shall be given
to each Rating Agency by the successor securities administrator.



     (d) Any resignation or removal of the Securities Administrator and appointment of a successor
securities administrator pursuant to any of the provisions of this Section 12.07 shall become
effective upon acceptance by the successor securities administrator of appointment as provided in
Section 12.08 hereof.



     SECTION 12.08. Successor Securities Administrator.



     (a) Any successor securities administrator (which may be the Trustee) appointed as provided in
Section 12.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor
Securities Administrator and the Trustee an instrument accepting such appointment hereunder and
thereupon the resignation or removal of the predecessor Securities Administrator shall become
effective and such successor securities administrator, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally named as
Securities Administrator herein. The Depositor, the Trustee, and the predecessor Securities
Administrator shall execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor securities
administrator all such rights, powers, duties, and obligations.



     (b) No successor securities administrator shall accept appointment as provided in this
Section 12.08 unless at the time of such acceptance such successor securities administrator shall
be eligible under the provisions of Section 12.06 hereof and its appointment shall not adversely
affect the then current rating of the Certificates, as confirmed in writing by each Rating Agency.




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     (c) Upon acceptance by a successor securities administrator of appointment as provided in this
Section 12.08, the Depositor shall mail notice of the succession of such Securities Administrator
hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within
10 days after acceptance by the successor securities administrator of appointment, the successor
securities administrator shall cause such notice to be mailed at the expense of the Depositor.



     SECTION 12.09. Merger or Consolidation of Securities Administrator.



     Any corporation or other entity into which the Securities Administrator may be merged or
converted or with which it may be consolidated or any corporation or other entity resulting from
any merger, conversion or consolidation to which the Securities Administrator shall be a party, or
any corporation or other entity succeeding to the business of the Securities Administrator, shall
be the successor of the Securities Administrator hereunder, provided that such corporation or other
entity shall be eligible under the provisions of Section 12.06 hereof, without the execution or
filing of any paper or further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.



     SECTION 12.10. Assignment or Delegation of Duties by the Securities Administrator.



     Except as expressly provided herein, the Securities Administrator shall not assign or transfer
any of its rights, benefits or privileges hereunder to any other Person, or delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants
or obligations to be performed by the Securities Administrator; provided, however, that the
Securities Administrator shall have the right with the prior written consent of the Depositor
(which shall not be unreasonably withheld or delayed), and upon delivery to the Trustee and the
Depositor of a letter from each Rating Agency to the effect that such action shall not result in a
downgrade of the ratings assigned to any of the Certificates, to delegate or assign to or
subcontract with or authorize or appoint any qualified Person to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Securities Administrator hereunder.
Notice of such permitted assignment shall be given promptly by the Securities Administrator to the
Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Securities
Administrator are transferred to a successor securities administrator, the entire compensation
payable to the Securities Administrator pursuant hereto shall thereafter be payable to such
successor securities administrator but in no event shall the fee payable to the successor
securities administrator exceed that payable to the predecessor securities administrator.



ARTICLE XIII




Termination




     SECTION 13.01. Termination Upon Repurchase by the Depositor or Final Payment of All
Agency Securities.



     The respective obligations and responsibilities of the Depositor, the Trustee and the
Securities Administrator created hereby (other than the obligation to make distributions to
Certificateholders as hereinafter set forth) shall terminate upon (i) the repurchase by the



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Depositor of all outstanding Agency Securities at a price equal to [the greater of (a)] 100%
of the Agency Security Balance of each Agency Security as of the day of repurchase (which date of
repurchase shall be a date permitted under Section 13.02(a)) [and (b) the then fair market value of
the Agency Securities (as defined hereinbelow)], or (ii) the final payment of principal of the last
outstanding Agency Security remaining in the Trust Fund; provided, however, that in no event shall
the trust created hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the
Court of St. James, living on the date hereof.



     [For purposes of this Section 13.01, the fair market value of the Agency Securities shall be
deemed to be (1) the most recent bid prices for the Agency Securities in the over-the-counter
securities market if the Agency Securities are traded in such market, (2) if the Agency Securities
are traded on a securities exchange, the average closing sale price for the Agency Securities on
such securities exchange for the last five trading days of such exchange immediately preceding such
repurchase, or (3) if the Agency Securities are not so traded, a value determined on the basis of
current prices of securities deemed by the Depositor to be most comparable to the Agency
Securities. Any such determination of the fair market value of the Agency Securities shall be made
as of the third Business Day next preceding the mailing of the notice of termination pursuant to
Section 13.03.]



     The right of the Depositor to repurchase all Agency Securities, pursuant to clause (i) of the
second preceding paragraph may not be exercised prior to (a) the time that the Aggregate Agency
Security Balance is less than [ ]% of the Aggregate Agency Security Balance at the Closing Date
and (b) [date], and such right is conditioned upon (x) the Depositor’s having previously given
notice of termination as required by Section 13.03, (y) the previous adoption of a plan of
liquidation of the Trust Fund that will qualify, as evidenced by an Opinion of Counsel delivered to
the Trustee, as a “qualified liquidation” under Section 860F(a)(4)(A) of the Code, and (z) delivery
to the Trustee of a Non-Disqualification Opinion with respect to such repurchase.



     SECTION 13.02. Payment of Repurchase Price for Agency Securities; Liquidation of Expense
Reserve Account.



     (a) Any repurchase by the Depositor of the Agency Securities shall be made on the Termination
Date through the deposit into the Collection Account on such date of the repurchase price in
immediately available funds. Upon receipt from the Depositor of the repurchase price for the
Agency Securities, the Securities Administrator, the Trustee and each co-trustee and separate
trustee, if any, then acting as such under this Agreement, shall, upon Depositor Request and at the
expense of the Depositor, execute and deliver all such instruments as may be necessary to re-Convey
the outstanding Agency Securities to the Depositor and shall transfer or deliver to the Depositor
or its designee all then outstanding Agency Securities. Any Agency Security Distributions received
by the Trustee or the Securities Administrator subsequent to the Termination Date shall be promptly
remitted by it to the Depositor.



     (b) Following receipt of notice of termination from the Depositor, the Trustee shall, prior to
the Termination Date, sell any Eligible Investments then held in the Expense Reserve



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Account that mature subsequent to such Distribution Date, deposit the proceeds of such sale
into the Expense Reserve Account and reinvest such proceeds in accordance with Section 4.03.



     SECTION 13.03. Notice of Termination; Payments to Certificateholders.



     Notice of any termination, specifying the Termination Date upon which Certificateholders may
surrender their Certificates to the [Trustee] [Securities Administrator] for payment of the
Termination Price, in the case of Regular Certificates, or the final distribution, in the case of
Residual Certificates, and cancellation, shall be given promptly by the Depositor not earlier than
the___day and not later than the ___day of the month next preceding the month of the
Termination Date specifying (A) the Termination Date and the office or agency maintained pursuant
to Section 3.06 where presentation and surrender of Certificates must be made, (B) the Termination
Price for each Class of Regular Certificates to be retired and an estimate (which shall in no way
be binding upon the Trustee, the Securities Administrator or the Depositor) of the amount to be
distributed per Individual Certificate to Holders of Residual Certificates and (C) that the Record
Date that would otherwise have been applicable to the Distribution Date upon which the Termination
Date occurs will not be applicable, payments being made only upon presentation and surrender of
Certificates at the office or agency therein specified. The Depositor shall give such notice to
the [Trustee] [Securities Administrator] and the Certificate Registrar at the time such notice is
given to Certificateholders. Upon presentation and surrender of Certificates, the [Trustee]
[Securities Administrator] shall cause to be distributed to the presenting Certificateholder an
amount equal to (i) in the case of a Regular Certificate, the Termination Price or (ii) in the case
of a Residual Certificate, the Percentage Interest represented by such Certificate in all amounts
remaining in the Trust Fund after payment or provision for payment of the Termination Price of all
Regular Certificates that were Outstanding immediately prior to the Termination Date.



     In the event that all of the Certificateholders shall not surrender their Certificates for
cancellation within six months after the Termination Date, the Depositor shall give a second
written notice to the remaining Certificateholders to surrender their Certificates for cancellation
and receive the Termination Price or final distribution with respect thereto. If within one year
after the second notice all the Certificates shall not have been surrendered for cancellation, the
Depositor may take appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof
shall be paid out of the funds and other assets which remain subject to this Agreement.



     Notwithstanding the termination of this Agreement, [the obligations of the Depositor to the
Trustee under Section 10.07] [the obligations of the Securities Administrator under Section ___],
the obligations of the [Trustee] [Securities Administrator] and the Depositor to the Holders of
Certificates under this Section 13.03, and the provisions of Article III with respect to lost,
stolen, destroyed or mutilated Certificates and rights to receive distributions on Certificates
shall survive.



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ARTICLE XIV




Amendments




     SECTION 14.01. Amendments without Consent of Certificateholders.



     Without the consent of the Holders of any Certificates, the Depositor, the Trustee and the
Securities Administrator, at any time and from time to time, may (subject however, to Section
14.03) enter into one or more amendments hereto, in form satisfactory to the Trustee and the
Securities Administrator, for any of the following purposes:




     (1) to correct or amplify the description of any property at any time included in the
Trust Fund, or better to assure, convey and confirm unto the Trustee any property included
in the Trust Fund, or to add to the Trust Fund additional property;




     (2) to evidence the succession of another Person to the Depositor, and the assumption
by any such successor of the covenants of the Depositor herein contained;




     (3) to add to the covenants of the Depositor, the Trustee or the Securities
Administrator, for the benefit of the Holders of the Certificates, or to surrender any right
or power herein conferred upon the Depositor;




     (4) to cure any ambiguity, to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to amend any other provisions
of this Agreement, provided that such action shall not adversely affect the interests of the
Holders of any Certificates;




     (5) to provide for the issuance of Certificates of any Class in a form other than
fully-registered and for the exchangeability of Certificates in that form and Certificates
of the same Class issued in fully registered form; any such amendment may provide for
payments on Certificates in a form other than fully registered only outside the United
States and for appointment of one or more foreign paying agents of the Trustee or the
Securities Administrator that are acceptable to each rating agency that rated the Regular
Certificates and may also contain any provisions as may in the Depositor’s judgment be
necessary, appropriate or convenient (a) to permit any Certificates to be issued and sold to
or held in a form other than fully registered by non-United States Persons, (b) to establish
entitlement to an exemption from United States withholding tax or reporting requirements
with respect to distributions on the Certificates, (c) to comply, or facilitate compliance,
with other applicable laws or regulations, (d) to provide for usual and customary provisions
for communication (by notice publication, maintenance of lists of holders of Certificates
issued in other than fully-registered form who have provided names and addresses for such
purpose, or otherwise) with holders of Certificates issued in other than fully-registered
form, or (e) to otherwise effectuate provisions for the issuance of Certificates issued in
other than fully registered form and their exchangeability with Registered Certificates;




     (6) to modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to effect the qualification of this Agreement under the Trust



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Indenture Act of 1939, as amended, or under any similar federal statute hereafter
enacted, and to add to this Agreement such other provisions as may be expressly required
thereby; or




     (7) to modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to maintain the qualification of the Trust Fund as a REMIC under the
Code; provided that (a) there shall have been delivered to the Trustee an Opinion of Counsel
to the effect that such action is necessary to maintain such qualification, and (b) such
amendment shall not have any of the effects described in paragraphs (1) through (6) of the
proviso to Section 14.02 of this Agreement.



     SECTION 14.02. Amendments with Consent of Certificateholders.



     With the consent of the Holders of Certificates of each Class, voting as a Class, evidencing,
as to Regular Certificates, Current Principal Amounts aggregating not less than [66%] of the
Aggregate Current Principal Amount of such Class and, as to Residual Certificates, Percentage
Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor, the
Trustee and the Securities Administrator, the Depositor, the Trustee and the Securities
Administrator may (subject, however, to Section 14.03) enter into an amendment hereto 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 Holders of any Certificates
under this Agreement; provided, however, that no such amendment shall, without the consent of the
Holder of each Outstanding Certificate affected thereby:




     (1) reduce in any manner the amount of, or delay the timing of, any distribution of the
principal of interest on any Certificate required to be made hereunder or reduce the
principal amount thereof or the Certificate Interest Rate thereon or the Termination Price
with respect thereto, or change any place of payment where, or the coin or currency in
which, distributions on any Certificate are payable;




     (2) modify any of the provisions of this Section 14.02, except to increase any
percentage specified therein or to provide that certain other provisions of this Agreement
cannot be modified without the consent of the Holder of each Outstanding Certificate
affected thereby;




     (3) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”;




     (4) permit the creation of any lien with respect to any part of the Trust Fund;




     (5) modify any of the provisions of this Agreement in such manner as to affect the
calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution
Date (including the calculation of any of the individual components of such Aggregate
Regular Certificate Distribution Amount);




     (6) modify any of the provisions of Article XIII in such a way to permit an earlier
retirement of the Certificates and termination of the Trust Fund and this Agreement pursuant
to said Article.



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     The [Trustee] [Securities Administrator] may in its discretion determine whether or not any
Certificates would be affected by any amendment and any such determination shall be conclusive and
binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and
delivered hereunder. The [Trustee] [Securities Administrator] shall not be liable for any such
determination made in good faith.



     It shall not be necessary for any Act of Certificateholders under this Section to approve the
particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the
substance thereof.



     SECTION 14.03. Execution of Amendments.



     In executing, or accepting the additional trusts created by, any amendment permitted by this
Article or the modifications thereby of the trusts created by this Agreement, the Trustee and the
Securities Administrator shall been entitled to receive, and (subject to Section 10.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment
is authorized or permitted by this Agreement. In no event shall the Trustee or the Securities
Administrator execute any amendment to this Agreement prior to obtaining a Non-Disqualification
Opinion with respect to such amendment. The Trustee may, but shall not (except to the extent
required in the case of a supplement to this Agreement entered into under Section 14.01(6) or (7))
be obligated to, enter into any such amendment that affects the Trustee’s own rights, duties or
immunities under this Agreement or otherwise. The Trustee may, but shall not (except to the extent
required in the case of a supplement to this Agreement entered into under Section 14.01(6) or (7))
be obligated to, enter into any such amendment that affects the Trustee’s own rights, duties or
immunities under this Agreement or otherwise.



     SECTION 14.04. Effect of Amendments.



     Upon the execution of any amendment under this Article, this Agreement shall be modified in
accordance therewith, and such amendment shall form a part of this Agreement for all purposes; and
every Holder of Certificates that have theretofore been or thereafter are authenticated and
delivered hereunder shall be bound thereby.



     Promptly after the execution by the Depositor, the Trustee and the Securities Administrator of
any amendment pursuant to Section 14.01 or Section 14.02, the Trustee shall mail to the Holders of
the Certificates and to each rating agency that rated the Regular Certificates a notice setting
forth in general terms the substance of such amendment. Any failure to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of any such amendment.



     SECTION 14.05. Reference in Certificates to Amendments.



     Certificates authenticated and delivered after the execution of any amendment pursuant to this
Agreement may, and if required by the Trustee and the Securities Administrator shall, bear a
notation in form approved by the Trustee and the Securities Administrator as to any matter provided
for in such amendment. If the Depositor shall so determine, new Certificates so modified as to
conform, in the opinion of Trustee, the Securities Administrator and the Depositor, to any such
amendment may be prepared and executed by the [Trustee] [Securities



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Administrator] and authenticated and delivered by the Certificate Register in exchange for
Outstanding Certificates.



ARTICLE XV




Exchange Act Reporting




     SECTION 15.01. Filing Obligations.  



     (a) The Trustee, the Securities Administrator and each Reporting Party (as defined below)
shall reasonably cooperate with the Depositor in connection with the satisfaction of the
Depositor’s reporting requirements under the Exchange Act with respect to the Trust Fund.  In
addition to the information specified below, if so requested by the Depositor for the purpose of
satisfying its reporting obligation under the Exchange Act, the Trustee, the Securities
Administrator and each Reporting Party shall provide the Depositor with (x) such information which
is available to such Person without unreasonable effort or expense and within such timeframe as may
be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under
the Exchange Act and (y) to the extent such Person is a party (and the Depositor is not a party) to
any agreement or amendment required to be filed, copies of such agreement or amendment in
EDGAR-compatible form.



     (b) All items under this Article 15 to be reviewed by the Depositor should be forwarded
electronically to [         ].



     SECTION 15.02. Form 10-D Reporting. 



     (a) No later than 5:00 p.m., New York time, on the 15th calendar day after each Interest
Distribution Date and the Final Distribution Date (subject to permitted extensions under the
Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust Fund any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act.  The
Securities Administrator shall file each Form 10-D with a copy of the related report to
Certificateholders provided pursuant to Section 5.01 (each, a “Distribution Statement”) attached
thereto.  Any disclosure in addition to the Distribution Statement that is required to be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the Depositor
and filed by the Securities Administrator pursuant to the second following paragraph and the
Securities Administrator will have no duty or liability for any failure hereunder to determine any
Additional Form 10-D Disclosure, except as set forth in the next paragraph.  Each Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.”  The Depositor shall notify the
Securities Administrator in writing, no later than the fifth calendar day after the related
Interest Distribution Date or Final Distribution Date, as applicable, with respect to the filing of
a report on Form 10-D, if the answer to the questions should be “no.”  In the absence of such
notification by the Depositor to the Securities Administrator, the Securities Administrator shall
be entitled to assume that the answer to the questions on Form 10-D should



103









 







be “yes.”  The Securities Administrator shall be entitled to rely on such representations in
preparing, executing and/or filing any such report.



     (b) In
accordance with the respective reporting obligations set forth on
Schedule C hereto,
within five calendar days after the related Interest Distribution Date or Final Distribution Date,
as applicable, the Securities Administrator and any other Reporting Party shall be required to
provide to the Securities Administrator and the Depositor in EDGAR-compatible form, or in such
other form as otherwise agreed upon by the Securities Administrator and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional
Disclosure Notification in the form of Schedule C  attached hereto (an “Additional Disclosure
Notification”).  The Securities Administrator shall notify the Depositor of any Additional
Form 10-D Disclosure with respect to itself or any of its Affiliates and any other Additional
Form 10-D Disclosure received by it.



     (c) After preparing the Form 10-D, and no later than the close of business on the
11th calendar day after each Interest Distribution Date and the Final Distribution Date,
the Securities Administrator shall forward electronically a draft copy of the Form 10-D to the
Depositor for review.  No later than the 13th calendar day after each Interest Distribution Date
and the Final Distribution Date, the Depositor shall notify the Securities Administrator in writing
(which may be provided electronically) of any changes to or approve the filing of such Form 10-D
and of any Additional Form 10-D Disclosure to be filed on the Form 10-D.  In the absence of receipt
of any written changes or approval, the Securities Administrator shall be entitled to assume that
such Form 10-D is in final form and the Securities Administrator may proceed with the execution and
filing of the Form 10-D.  A duly authorized representative of the Securities Administrator shall
sign the Form 10-D.  If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
needs to be amended, the Securities Administrator will follow the procedures set forth in
Section 15.03(e) hereof.  Promptly (but no later than one Business Day) after filing with the
Commission, the Securities Administrator will make available [on its internet website] a final
executed copy of each Form 10-D prepared and filed by the Securities Administrator.  The signing
party at the Securities Administrator can be contacted by e-mail at [ ] or by facsimile at [
].  The Depositor will be responsible for any reasonable additional fees and expenses assessed or
incurred by the Securities Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.



     SECTION 15.03. Form 8-K Reporting.  



     (a) If directed by the Depositor, within four Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Securities
Administrator shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the
Exchange Act, provided, however, that the Depositor shall file the initial Form 8-K (operative
agreements) in connection with the issuance of the Certificates.  Any disclosure or information
related to a Reportable Event (“Form 8-K Disclosure Information”) or that is otherwise required to
be included on Form 8-K (“Additional Form 8-K Disclosure) shall be determined and prepared by the
Depositor pursuant to Section 15.03(c) and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information,
except as set forth in the next paragraph.  Notwithstanding anything to the contrary contained
herein, unless otherwise directed by the Depositor, within four



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Business Days of each Special Distribution Date, the Securities Administrator shall prepare
and file on behalf of the Trust Fund a Form 8-K as required by the Exchange Act, together with a
copy of the related report to Certificateholders as required under Section [5.03], and shall
include in Item 8.01 of such Form 8-K a statement to the effect that such distribution has been
made and shall attach such report to Certificateholders as Exhibit 99.1 thereto.



     (b) In
accordance with the respective reporting obligations set forth on Schedule C  hereto, no
later than the close of business on the second Business Day immediately following the occurrence of
a Reportable Event or a Special Distribution Date, as applicable, the Securities Administrator and
any other Reporting Person shall be required to provide to the Securities Administrator and the
Depositor, as applicable, in EDGAR-compatible form, or in such other form as otherwise agreed upon
by the Securities Administrator and such party, the form and substance of any Additional Form 8-K
Disclosure, if applicable, together with an Additional Disclosure Notification.  The Securities
Administrator shall notify the Depositor of any Form 8-K Disclosure Information with respect to
itself or any of its Affiliates and any other Form 8-K Disclosure Information received by it.



     (c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a
draft copy of the Form 8-K to the Depositor for review no later than 12:00 p.m., New York time, on
the third Business Day following the Reportable Event or Special Distribution Date, as
applicable.  The Depositor shall notify the Securities Administrator in writing (which may be
provided electronically) of any changes to or approval of such Form 8-K and of any Additional
Form 8-K Disclosure to be filed on the Form 8-K no later than the close of business on the third
Business Day following the Reportable Event or Special Distribution Date, as applicable.  In the
absence of receipt of any written changes or approval, the Securities Administrator shall be
entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed
with the execution and filing of the Form 8-K.  By 12:00 p.m., New York time, on the fourth
Business Day after the occurrence of the Reportable Event or Special Distribution Date, as
applicable, a duly authorized representative of the Securities Administrator shall sign the
Form 8-K.  If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Securities Administrator will follow the procedures set forth in Section 15.03(e)
hereof.  With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly
(but no later than one Business Day) after filing with the Commission, the Securities Administrator
will [make available on its internet website] a final executed copy thereof.  The [Trust Fund]
[Depositor] will be responsible for any reasonable additional fees and expenses assessed or
incurred by the Securities Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph.



     (d) On or prior to [date] of the first year in which the Securities Administrator is able to
do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating
to the automatic suspension of reporting in respect of the Trust Fund under the Exchange Act.



     (e) In the event that the Securities Administrator is unable to file timely with the
Commission all or any required portion of any Form 8-K, Form 10-D or Form 10-K required to be filed
by the Agreement because required disclosure information was either not delivered to it or
delivered to it after the delivery deadlines set forth in this Agreement or for any other reason,



105









 







the Securities Administrator will immediately notify the Depositor.  In the case of Form 10-D
and Form 10-K, the Securities Administrator shall prepare and file a Form 12b-25 and a Form 10-D/A
and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act.  In the case of
Form 8-K, the Securities Administrator will, upon receipt of all required Form 8-K Disclosure
Information shall include such disclosure information in the next Form 10-D unless directed by the
Depositor to file a Form 8-K with such Form 8-K Disclosure Information.  In the event that any
previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, and such amendment includes
any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure
Information or an amendment to any such disclosure, the Securities Administrator will notify the
Depositor (unless such amendment is solely for the purpose of restating the Distribution Date
Statement) and such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or
Form 10-K/A.  Any Form 15, Form 12b-25 or any amendment to a Form 8-K or a Form 10-D shall be
signed by a duly authorized representative of the Securities Administrator.  Any amendment to a
Form 10-K shall be signed by a senior officer of the Securities Administrator in charge of the
servicing function.  The Depositor will be responsible for any reasonable additional fees and
expenses assessed or incurred by the Securities Administrator in connection with any amendments
pursuant to this paragraph.



     SECTION 15.04. Form 10-K Reporting.  



     (a) Within 90 days (including the 90th day) after the end of each fiscal year of the Trust
Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing in [date] and continuing until the Trust Fund has been deregistered with the Commission,
the Securities Administrator shall prepare and file on behalf of the Trust Fund a Form 10-K, in
form and substance as required by the Exchange Act.  No later than [date] of each such year, the
Depositor will provide the Securities Administrator a draft of the first page of a Form 10-K that
includes the information regarding the Depositor and the Trust Fund as approved by the Depositor
for inclusion in the Form 10-K to be prepared by the Securities Administrator.  Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the
Securities Administrator within the applicable time frames set forth herein, (A) an annual
compliance statement for the [Depositor] [Securities Administrator], as provided in Section [9.05],
(B)(x) the Assessment of Compliance, as described under Section 15.06 hereof, and (y) if the
[Depositor’s] [Securities Administrator’s] Assessment of Compliance identifies any material
instance of noncompliance, contains disclosure identifying such instance of noncompliance, or if
the [Depositor’s] [Securities Administrator’s] Assessment of Compliance is not included as an
exhibit to such Form 10-K, disclosure that such Assessment of Compliance is not included and an
explanation why such Assessment of Compliance is not included, (C)(x) the Accounting Firm
Attestation for the [Depositor] [Securities Administrator], as described under Section 15.06
hereof, and (y) if any Accounting Firm Attestation identifies any material instance of
noncompliance, contains disclosure identifying such instance of noncompliance, or if any such
Accounting Firm Attestation is not included as an exhibit to such Form 10-K, disclosure that such
Accounting Firm Attestation is not included and an explanation why such Accounting Firm Attestation
is not included, and (D) a Sarbanes-Oxley Certification as described in Section 15.05 hereof.  Any
disclosure or information in addition to (A) through (D) above that is required to be included on
Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the
direction of the Depositor pursuant to the second following paragraph and the Securities



106









 







Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-K Disclosure, except as set forth in the next paragraph.



     (b) In
accordance with the respective reporting obligations set forth on
Schedule C hereto, no
later than [date] of each year that the Trust Fund is subject to the Exchange Act reporting
requirements, commencing in [     ] and continuing until the Trust Fund has been deregistered with
the Commission, the Securities Administrator shall be required to provide to the Securities
Administrator and the Depositor, in EDGAR-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator, the form and substance of any Additional Form 10-K
Disclosure, if applicable, together with an Additional Disclosure Notification.  The Securities
Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to
itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it.



     (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a
draft copy of the Form 10-K to the Depositor for review no later than 12:00 p.m., New York time on
[date] of each year that the Trust Fund is subject to the Exchange Act reporting requirements,
commencing in [year] and continuing until the Trust Fund has been deregistered with the
Commission.  No later than [date], the Depositor shall notify the Securities Administrator in
writing (which may be provided electronically) of any changes to or approve the filing of such
Form 10-K and of any Additional Form 10-K Disclosure to be filed on the Form 10-K.  In the absence
of receipt of any written changes or approval, the Securities Administrator shall be entitled to
assume that such Form 10-K is in final form and the Securities Administrator may proceed with the
execution and filing of the Form 10-K.  A senior officer of the Securities Administrator in charge
of the servicing function shall sign the Form 10-K and return an electronic or fax copy of such
signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the
Depositor.  If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Securities Administrator will follow the procedures set forth in Section 15.03(e)
hereof.  Promptly (but no later than one Business Day) after filing with the Commission, the
Securities Administrator will make available [on its internet website] a final executed copy of
each Form 10-K prepared and filed by the Securities Administrator.  The Depositor will be
responsible for any reasonable additional fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph.



     SECTION 15.05. Sarbanes-Oxley Certification.  



     Each Form 10-K shall include a Sarbanes-Oxley Certification required to be included therewith
pursuant to the Sarbanes-Oxley Act.  No later than [date] of each year, beginning in [      ], the
Securities Administrator shall (unless the Securities Administrator is the Certifying Person),
provide to the Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”) a
certification (each, a “Performance Certification”), in the
form attached hereto as Schedule D,
on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and
such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely.  The senior officer of the Securities Administrator
in charge of the servicing function shall sign the Sarbanes-Oxley Certification and shall serve as
the Certifying Person on behalf of the Trust Fund.  Neither the Securities



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Administrator nor the Depositor will request delivery of a certification under this clause
unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with
respect to the Trust Fund.  In the event that prior to the filing date of the Form 10-K in [month]
of each year, the Securities Administrator or the Depositor has actual knowledge of information
material to the Sarbanes-Oxley Certification, the Securities Administrator or the Depositor shall
promptly notify the Securities Administrator or the Depositor, as applicable.  The respective
parties hereto agree to cooperate with all reasonable requests made by any Certifying Person or
Certification Party in connection with such Person’s attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley
Certification or portion thereof with respect to the Trust Fund.



     SECTION 15.06. Reports on Assessment of Compliance and Attestation.  



     (a) By [date] of each year (such date includes the expiration of any applicable grace period),
commencing in [date], the Securities Administrator, at its own expense, shall furnish or otherwise
make available to the Depositor a report on an assessment of compliance (each, an “Assessment of
Compliance”) with the [Relevant Servicing Criteria] that contains (A) a statement by the Securities
Administrator of its responsibility for assessing compliance with the Relevant Servicing Criteria
under the Agreement, (B) a statement that the Securities Administrator used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) the Securities
Administrator’s assessment of compliance with the Relevant Servicing Criteria as of and for the
fiscal year covered by the Form 10-K required to be filed pursuant to Section 15.04 hereof,
including, if there has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof, and (D) an
Accounting Firm Attestation has been issued on the Securities Administrator’s Assessment of
Compliance with the Relevant Servicing Criteria as of and for such period.



     (b) [No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is
required to be filed, the Securities Administrator shall forward to the Depositor and the Trust
Fund the name of each Reporting Subcontractor engaged by it, if any, and what Relevant Servicing
Criteria will be addressed in the Assessment of Compliance prepared by such Reporting
Subcontractor.  When the Securities Administrator (or any Reporting Subcontractor engaged by it)
submit their Assessments of Compliance to the Depositor, such parties will also at such time
include the Assessment of Compliance (and Accounting Firm Attestation pursuant to Section 15.04
hereof) of each Reporting Subcontractor engaged by it.]



     (c) Promptly after receipt of each such Assessment of Compliance, (x) the Depositor shall
review each such report and, if applicable, consult with the Securities Administrator as to the
nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (y) the
Securities Administrator shall confirm that the Assessment of Compliance addresses all of the
Servicing Criteria and notify the Depositor of any exceptions.



     (d) By [date] of each year, commencing in [     ], the Securities Administrator, at its own
expense, shall cause a registered public accounting firm (which may also render other services to
the Securities Administrator) and that is a member of the American Institute of Certified Public
Accountants, to furnish a report, which shall be made in accordance with



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Rule 15d-18 of the Exchange Act (each, an “Accounting Firm Attestation”) to the Securities
Administrator and the Depositor, to the effect that (A) it has obtained a representation regarding
certain matters from the management of the Securities Administrator, which includes an assertion
that the Securities Administrator has complied with the Relevant Servicing Criteria, and (B) on the
basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether the
Securities Administrator’s compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding the Securities Administrator’s
assessment of compliance with the Relevant Servicing Criteria.  In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state in such report why
it was unable to express such an opinion.  Such report must be available for general use and not
contain restricted-use language.



     (e) Promptly after receipt of such Accounting Firm Attestation from the Securities
Administrator, (1) the Depositor shall review the Accounting Firm Attestation and, if applicable,
consult with the Securities Administrator as to the nature of any defaults by the Securities
Administrator, in the fulfillment of any of the Securities Administrator’s obligations hereunder or
under any other applicable agreement, and (2) the Securities Administrator shall confirm that each
Assessment of Compliance submitted pursuant to Section 15.06 hereof is coupled with an Accounting
Firm Attestation meeting the requirements of this Section 15.06 and notify the Depositor of any
exceptions.



     (f) The Securities Administrator shall execute a reliance certificate to enable the
Certification Parties to rely upon each (A) [annual compliance statement] provided pursuant to
Section [    ] hereof, (B) Assessment of Compliance provided pursuant to this Section 15.06 and
(C) Accounting Firm Attestation provided pursuant to this Section 15.06, and shall include a
certification that each such annual compliance statement, Assessment of Compliance or Accounting
Firm Attestation discloses any deficiencies or defaults described to the registered public
accountants of the Securities Administrator to enable such accountants to render the certification
provided for in this Section 15.06.



     (g) In the event the Securities Administrator is terminated or resigns during the term of the
Agreement, the Securities Administrator shall provide documents and information required by this
Section 15.06 with respect to the period of time it was subject to the Agreement or provided
services with respect to the Trust Fund or the Certificates.



     (h) Copies of any Assessment of Compliance or Accounting Firm Attestation may be obtained by
Certificateholders without charge upon request to the Securities Administrator at its Corporate
Trust Office.



     SECTION 15.07. Use of Subcontractors.  



     (a) The Securities Administrator shall cause any Subcontractor used by the Securities
Administrator for the benefit of the Depositor to comply with the provisions of [Section 5.03] and
[Article 15] hereof to the same extent as if such Subcontractor were the Securities Administrator
(except with respect to the Securities Administrator’s duties with respect to preparing and filing
any Exchange Act Reports or as the Certifying Person).  The Securities



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Administrator shall be responsible for obtaining from each Subcontractor of such Person and
delivering to the Depositor any servicer compliance statement required to be delivered by such
Subcontractor hereunder, any Assessment of Compliance and Accounting Firm Attestation required to
be delivered by such Reporting Subcontractor under Section 15.06 hereof and any certification
required to be delivered to the Certifying Person under Section 15.06(f) hereof as and when
required to be delivered.  As a condition to the succession to any Subcontractor as subcontractor
under the Agreement by any Person (A) into which such Subcontractor may be merged or consolidated,
or (B) which may be appointed as a successor to any Subcontractor, the Securities Administrator
shall provide to the Depositor, at least fifteen calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Depositor of such succession or appointment
and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all
information reasonably requested by the Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K.



     (b) It shall not be necessary for the Securities Administrator to seek the consent of the
Depositor or any other party hereto to the utilization of any Subcontractor.  The Securities
Administrator shall promptly upon request provide to the Depositor a written description (in form
and substance satisfactory to the Depositor) of the role and function of each Subcontractor
utilized by such Person, specifying (A) the identity of each such Subcontractor, (B) which (if any)
of such Subcontractors are “participating in the servicing function” within the meaning of
Item 1122 of Regulation AB, and (C) which elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this
paragraph.



     (c) As a condition to the utilization of any Subcontractor determined to be a Reporting
Subcontractor, the Securities Administrator shall cause any such Subcontractor used for the benefit
of the Depositor to comply with the provisions of this Section 15.07 to the same extent as if such
Subcontractor were the Securities Administrator (except with respect to the Securities
Administrator’s duties with respect to preparing and filing any Exchange Act Reports or as the
Certifying Person), as applicable.  The Securities Administrator shall be responsible for obtaining
from each Subcontractor and delivering to the Depositor, any Assessment of Compliance and
Accounting Firm Attestation required to be delivered by such Subcontractor under Section 15.06
hereof and any annual statement of compliance required to be delivered by such Subcontractor
hereunder, in each case as and when required to be delivered.



     SECTION 15.08. Indemnification by the Securities Administrator.  



     (a) The Securities Administrator (the “Indemnifying Party”), shall indemnify the Depositor for
the preparation, execution or filing of any report required to be filed with the Commission with
respect to the Trust Fund, or for execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund; and shall indemnify the
present and former directors, officers, employees and agents of the Depositor and shall hold each
of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon:



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     (i) any untrue statement of a material fact contained or alleged to be contained in or
the omission or alleged omission to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading in (x) any compliance certificate delivered by it
pursuant to the terms hereof, (y) any Assessment of Compliance or Accounting Firm
Attestation delivered by or on behalf of it, pursuant to the terms hereof, or (z) any
Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure
Information concerning the Securities Administrator and provided by it;




     (ii) any failure by the Indemnifying Party to perform its obligations when and as
required under this Article 15; or




     (iii) any negligence, bad faith or willful misconduct by the Indemnifying Party.



     (b) In the case of any failure of performance described in (a)(ii) of this Section, the
Indemnifying Party shall promptly reimburse the Depositor and each Person responsible for the
preparation, execution or filing of any report required to be filed with the Commission with
respect to the transaction, or for execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to the Trust Fund, for all costs reasonably
incurred by each such party in order to obtain the information, report, certification, accountants’
letter or other material not delivered as required by the Indemnifying Party.



     (c) Any failure by the Indemnifying Party to deliver any information, report, certification or
accountants’ letter when and as required under this Article 15, including (except as provided
below) any failure by the Indemnifying Party to identify pursuant to Section 15.07 any
Subcontractor “participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, which continues unremedied for ten calendar days after the date on which such
information, report, certification or accountants’ letter was required to be delivered shall
entitle the Depositor in its sole discretion to terminate the rights and obligations of the
Indemnifying Party under this Agreement without payment (notwithstanding anything in the Agreement
to the contrary) of any compensation to the Indemnifying Party.



     (d) The Indemnifying Party shall promptly reimburse the Depositor for all reasonable expenses
incurred by it, in connection with the termination of the Indemnifying Party and the transfer of
its duties to a successor.  The provisions of this paragraph shall not limit whatever rights the
Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at
law, such as an action for damages, specific performance or injunctive relief.



     (e) This indemnification shall survive the termination of this Agreement or the termination of
any party to the Agreement.



     SECTION 15.09. Amendment.  



     In the event the parties to this Agreement desire to further clarify or amend any provision of
this Article 15, the Agreement shall be amended to reflect the new agreement between the parties
covering matters in this Article 15 pursuant to Section 13.01 hereof, which amendment



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shall not require any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder.



     SECTION 15.10. Limitation on Securities Administrator Liability.  Each party to this
Agreement acknowledges that the performance by the Securities Administrator of its duties under
this Article 15 related to the timely preparation, execution and filing of any Form 10-D, Form 15,
Form 12b-25, Form 8-K or Form 10-K or any amendments to such filings is contingent upon such
parties strictly observing all applicable deadlines in the performance of their duties under this
Article 15.  The Securities Administrator shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, execute and/or timely file
a Form 10-D, Form 15, Form 12b-25, Form 8-K or Form 10-K or any amendments to such filings where
such failure results from the Securities Administrator’s inability or failure to obtain or receive,
on a timely basis, any information from any other party hereto (other than an Affiliate thereof)
needed to prepare, arrange for execution or file such Form 10-D, Form 15, Form 12b-25, Form 8-K or
Form 10-K or any amendments to such filings not resulting from its negligence, bad faith or willful
misconduct.



     SECTION 15.11. Securities Administrator as Servicer.  Each of the parties hereto
acknowledges that for purposes of Regulation AB the Securities Administrator constitutes the
“servicer” of the Trust Fund and is therefore able to execute the reports required to be filed
under the Exchange Act and this Article 15.  



ARTICLE XVI




Miscellaneous




     SECTION 16.01. Form of Documents Delivered to Trustee or the Securities
Administrator.



     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



     Any certificate or opinion of an Authorized Officer of the Depositor (or any assignee or
successor of the Depositor) may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by counsel, unless such Authorized Officer knows, or
in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of an Authorized Officer of the Depositor (or any assignee or successor of
the Depositor) or any Opinion of Counsel may be based, insofar as it relates to calculations
subject to verification by Accountants, upon a certificate or opinion of a firm of Accountants
stating that such Accountants have verified the accuracy of calculations demonstrating compliance
with any conditions required to be covered by such certificate or opinion, unless such Authorized
Officer or counsel knows, or in the exercise of reasonable care should know,



112









 







that the certificate or opinion with respect to such matters is erroneous. Any Opinion of
Counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an Authorized Officer of the Depositor (or any assignee or successor of
the Depositor) stating that the information with respect to such matters is in the possession of
the Depositor unless such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are erroneous. Any
Opinion of Counsel may be based on the written opinion of other counsel, in which event such
Opinion of Counsel shall be accompanied by a copy of such other counsel’s opinion and shall include
a statement to the effect that such counsel believes that such counsel and the Trustee may
reasonably rely upon the opinion of such other counsel.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Agreement, they may,
but need not, be consolidated and form one instrument.



     Wherever in this Agreement, in connection with any application or certificate or report to the
Trustee or the Securities Administrator, it is provided that the Depositor shall deliver any
document as a condition of the granting of such application, or as evidence of compliance with any
term hereof, it is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions precedent to the right
of the Depositor to have such application granted or to the sufficiency of such certificate or
report. The foregoing shall not, however, be construed to affect the [Trustee’s] [Securities
Administrator’s] right to rely upon the truth and accuracy of any statement or opinion contained in
any such document as provided in Section 10.01.



     Whenever in this Agreement it is provided that the absence of the occurrence and continuation
of a Default or Event of Default or Deficiency Event is a condition precedent to the taking of any
action by the [Trustee] [Securities Administrator] at the request or direction of the Depositor,
then, notwithstanding that the satisfaction of such condition is a condition precedent to the
Depositor’s right to make such request or direction, the [Trustee] [Securities Administrator] shall
be protected in acting in accordance with such request or direction if it does not have knowledge
of the occurrence and continuation of such Default or Event of Default or Deficiency Event as
provided in Section 10.01.



     SECTION 16.02. Acts of Certificateholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee, the Securities Administrator and, where it is hereby expressly required,
to the Depositor. Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this



113









 







Agreement and (subject to Section 10.01) conclusive in favor of the Trustee, the Securities
Administrator and the Depositor, if made in the manner provided in this Section.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Whenever such
execution is by an officer of a corporation or a member of a partnership on behalf of such
corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of
his authority.



     (c) The ownership of Certificates shall be proved by the Certificate Register.



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



     SECTION 16.03. Notices, etc. to Trustee, Securities Administrator and Depositor.



     Any request, demand, authorization, direction, notice, consent, waiver or Act of
Certificateholders or other documents provided or permitted by this Agreement to be made upon,
given or furnished to, or filed with




     (1) the Trustee by the Securities Administrator or by any Certificateholder or by the
Depositor shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with and received by the Trustee at its Corporate Trust Office, or




     (2) the Securities Administrator by the Trustee or by any Certificateholder or by the
Depositor shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with and received by the Trustee at its Corporate Trust Office, or




     (3) the Depositor by the Trustee or by the Securities Administrator or by any
Certificateholder shall be sufficient for every purpose hereunder (except as provided in
Section 11.01(1) or Section 11.01(2)) if in writing and mailed, first-class postage prepaid,
to the Depositor addressed to it at   
        
         
        
          
       
         
        
         
          ,
Attention:                      or at any other address previously furnished in writing to the
Trustee and the Securities Administrator by the Depositor.



     SECTION 16.04. Notices and Reports to Certificateholders; Waiver of Notices.



     Where this Agreement provides for notice to Certificateholders of any event or the mailing of
any report to Certificateholders, such notice or report shall be sufficiently given (unless
otherwise herein expressly provided) if mailed, first-class postage prepaid, to each
Certificateholder affected by such event or to whom such report is required to be mailed, at the



114









 







address of such Certificateholder as it appears on the Certificate Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice
or the mailing of such report. In any case where a notice or report to Certificateholders is
mailed in the manner provided above, neither the failure to mail such notice or report, nor any
defect in any notice or report so mailed, to any particular Certificateholder shall affect the
sufficiency of such notice or report with respect to other Certificateholders, and any notice or
report which is mailed in the manner herein provided shall be conclusively presumed to have been
duly given or provided.



     Where this Agreement provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be filed with the [Trustee] [Securities Administrator], but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to
Certificateholders when such notice is required to be given pursuant to any provision of this
Agreement, then any manner of giving such notice as shall be satisfactory to the [Trustee]
[Securities Administrator] shall be deemed to be a sufficient giving of such notice.



     Where this Agreement provides for notice to any rating agency that rated the Regular
Certificates, failure to give such notice shall not affect any other rights or obligations as
created hereunder.



     SECTION 16.05. Rules by [Trustee] [Securities Administrator] and Agents.



     The [Trustee] [Securities Administrator] may make reasonable rules for any meeting of
Certificateholders. Any agent of the [Trustee] [Securities Administrator] may make reasonable
rules and set reasonable requirements for its functions.



     SECTION 16.06. Effect of Headings and Table of Contents.



     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



     SECTION 16.07. Successors and Assigns.



     All covenants and agreements in this Agreement by the Depositor shall bind its successors and
assigns, whether so expressed or not.



     SECTION 16.08. Separability.



     In case any provision in this Agreement or in any Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     SECTION 16.09. Benefits of Agreement.



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     Nothing in this Agreement or in any Certificate, expressed or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any separate trustee or
co-trustee appointed under Section 10.13 and the Certificateholders, any benefit or any legal or
equitable right, remedy or claim under this Agreement.



     SECTION 16.10. Legal Holidays.



     In any case where the date of any Distribution Date, Special Distribution Date, Deficiency
Distribution Date or any other date on which a distribution of principal of or interest on any
Certificate is proposed to be made, or any date on which a notice is required to be sent to any
Person pursuant to the terms of this Agreement, shall not be a Business Day, then (notwithstanding
any other provision of any of the Certificates or this Agreement) payment or mailing need not be
made on such date, but may be made on the next succeeding Business Day with the same force and
effect as if made or mailed on the nominal date of any such Distribution Date, Special Distribution
Date, Deficiency Distribution Date, other date for the distribution of principal of or interest on
any Certificate, or the mailing of such notice, as the case may be, and, in the case of a
distribution to be made on a Certificate, no interest shall accrue for the period from and after
any such nominal date, provided such distribution is made in full on such next succeeding Business
Day.



     SECTION 16.11. Limitation on Rights of Certificateholders.



     The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or commence any proceeding in any court for a partition or winding
up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.



     No Certificateholder shall have any right to vote (except as provided in Section 8.03, 10.10,
11.01, 11.02, 12.07 or 14.02) or in any manner otherwise control the operation and management of
the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the Certificateholders
from time to time as partners or members of an association; nor shall any Certificateholder be
under any liability to any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.



     No Certificateholder shall have any right by virtue or by availing itself of any provisions of
this Agreement to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given to the [Trustee]
[Securities Administrator] a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Regular Certificates of any Class evidencing
Current Principal Amounts aggregating not less than 25% of the Aggregate Current Principal Amount
of such Class or Holders of Residual Certificates evidencing Percentage interests aggregating not
less than 25% shall have made written request upon the [Trustee] [Securities Administrator] to
institute such action, suit or proceeding in its own name as [Trustee] [Securities Administrator]
hereunder and shall have offered to the [Trustee] [Securities Administrator] such reasonable
indemnity as it may require against the costs, expenses and



116









 







liabilities to be incurred therein or thereby, the [Trustee] [Securities Administrator], for
60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding and no direction inconsistent with such
written request has been given to the [Trustee] [Securities Administrator] during such 60-day
period by the Holders of Certificates representing more than 50% of the Aggregate Current Principal
Amount (or Percentage interest in the case of Residual Certificates) of such Class; it being
understood and intended, and being expressly covenanted by each Certificateholder with every other
Certificateholder and the [Trustee] [Securities Administrator], that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of the Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder other than as contemplated hereby, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal, ratable and common
benefit of all Holders of Certificates of the same Class. For the protection and enforcement of
the provisions of this Section 14.11, each and every Certificateholder and the [Trustee]
[Securities Administrator] shall be entitled to such relief as can be given either at law or in
equity.



     SECTION 16.12. Governing Law.



     This Agreement and each Certificate shall be construed in accordance with and governed by the
laws of the State of New York applicable to agreements made and to be performed therein.



     SECTION 16.13. Counterparts.



     This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



     SECTION 16.14. Recording of Agreement.



     This Agreement is subject to recording in any appropriate public recording offices, such
recording to be effected by the Depositor and at its expense.



     SECTION 16.15. Corporate Obligations.



     No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the
capital stock, stockholder, employee, officer or director of the Depositor or the Trustee or the
Securities Administrator or of any predecessor or successor of the Depositor or the Trustee with
respect to the obligations of the Depositor or the Trustee or the Securities Administrator under
this Agreement or any certificate or other writing delivered in connection herewith or therewith.



     SECTION 16.16. Certificates Nonassessable and Fully Paid.



     It is the intention of the parties hereto that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests represented by the Certificates shall
be nonassessable for any losses or expenses of the Trust Fund or for any reason whatsoever, and



117









 







that Certificates upon execution and delivery thereof by the [Trustee] [Securities
Administrator] and authentication by the Certificate Registrar are and shall be deemed fully paid.



     SECTION 16.17. REMIC Treatment.



     The provisions of this Agreement shall be construed so as to carry out the intention of the
parties that the Trust Fund be treated as a REMIC at all times until all Certificates are retired
and this Agreement is terminated pursuant to Article XIII.



[SIGNATURES APPEAR ON NEXT PAGE]





118












 





     IN WITNESS WHEREOF, the Depositor, the Trustee and the Securities Administrator have caused
this Agreement to be duly executed by their respective officers thereunto duly authorized and the
seal of the Depositor, the Trustee and the Securities Administrator, duly attested, to be hereunto
affixed, all as of the day and year first above written.



[       ]

a [     ], as Depositor




By                                                              
                  




(SEAL)




Attest:




                                      
            
          




[       ]

a [     ], as Trustee




By   
                                                    
       
                  




(SEAL)




Attest:




                                                            




[       ]

a [     ], as Securities Administrator




By                                                         
              
         




(SEAL)




Attest:




                                                            




119









 





	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	: ss.:
	 	 
	COUNTY OF

	 	 	)	 	 	 






     On the       day of                     , [       ], before me personally came [  ] to me known, who, being
by me duly sworn, did depose and say that he resides at [  ]; that he is the [     ] of [       ], the
                     described in and that executed the above instrument; and that he signed his name
thereto by order of the [  ] of said entity.



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



	 	 	 	 	 
	[NOTARIAL SEAL]

	 	 
	 	 	 

Notary Public
	 	 






	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	: ss.:
	 	 
	COUNTY OF

	 	 	)	 	 	 






     On the       day of                     , [       ], before me, personally came [  ], to me known, who,
being by me duly sworn did depose and say that he resides at [  ], that he is the [  ] of [  ], the [  ] described in and that executed the above instrument as Trustee, and that he signed his name
thereto by order of the Board of Directors of said entity.



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



	 	 	 	 	 
	[NOTARIAL SEAL]

	 	 
	 	 	 

Notary Public
	 	 






120









 






	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	: ss.:
	 	 
	COUNTY OF

	 	 	)	 	 	 






     On the       day of                     , [       ], before me, personally came [  ], to me known, who,
being by me duly sworn did depose and say that he resides at [  ], that he is the [  ] of [  ], the [  ] described in and that executed the above instrument as the Securities Administrator, and that he
signed his name thereto by order of the Board of Directors of said entity.



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



	 	 	 	 	 
	[NOTARIAL SEAL]

	 	 
	 	 	 

Notary Public
	 	 






121









 





SCHEDULE C


SERVICING CRITERIA




[FORM OF] SERVICING CRITERIA TO BE ADDRESSED IN

ASSESSMENT OF COMPLIANCE STATEMENT




     The assessment of compliance to be delivered by each party listed below shall address, at a
minimum, the criteria identified as below as “Applicable Servicing Criteria”:



	 	 	 	 	 
	 	 	 	 	Applicable Servicing
	 	 	 	 	Criteria/
	Servicing Criteria	 	 	 	Responsible Party
	Reference	 	Criteria	 	 
	 

	 	General Servicing Considerations  	 	 
	 
	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are
instituted to monitor any
performance or other triggers and
events of default in accordance
with the transaction agreements.  	 	 
	 
	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing
activities are outsourced to
third parties, policies and
procedures are instituted to
monitor the third party’s
performance and compliance with
such servicing activities.  	 	 
	 
	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the
transaction agreements to
maintain a back-up servicer for
the mortgage loans are
maintained.  	 	 
	 
	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and errors and
omissions policy is in effect on
the party participating in the
servicing function throughout the
reporting period in the amount of
coverage required by and
otherwise in accordance with the
terms of the transaction
agreements.  	 	 
	 
	 	 	 	 
	 

	 	Cash Collection and Administration  	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on mortgage loans are
deposited into the appropriate
custodial bank accounts and
related bank clearing accounts no
more than two business days
following receipt, or such other
number of days specified in the
transaction agreements.  	 	 
	 
	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire
transfer on behalf of an obligor
or to an investor are made only
by authorized personnel.  	 	 
	 
	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees
regarding collections, cash flows
or distributions, and any
interest or other fees charged
for such advances, are made,
reviewed and approved as
specified in the transaction
agreements.  	 	 
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the
transaction, such as cash reserve
accounts or accounts established
as a form of
overcollateralization, are
separately maintained (e.g., with
respect to commingling of cash)
as set forth in the transaction
agreements.  	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Applicable Servicing
	 	 	 	 	Criteria/
	Servicing Criteria	 	 	 	Responsible Party
	Reference	 	Criteria	 	 
	1122(d)(2)(v)

	 	Each custodial account is
maintained at a federally insured
depository institution as set
forth in the transaction
agreements.  For purposes of this
criterion, “federally insured
depository institution” with
respect to a foreign financial
institution means a foreign
financial institution that meets
the requirements of
Rule 13k-1(b)(1) of the
Securities Exchange Act.  	 	 
	 
	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded
so as to prevent unauthorized
access.  	 	 
	 
	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are prepared on a
monthly basis for all
asset-backed securities related
bank accounts, including
custodial accounts and related
bank clearing accounts.  These
reconciliations are
(A) mathematically accurate;
(B) prepared within 30 calendar
days after the bank statement
cutoff date, or such other number
of days specified in the
transaction agreements;
(C) reviewed and approved by
someone other than the person who
prepared the reconciliation; and
(D) contain explanations for
reconciling items.  These
reconciling items are resolved
within 90 calendar days of their
original identification, or such
other number of days specified in
the transaction agreements.  	 	 
	 
	 	 	 	 
	 

	 	Investor Remittances and Reporting  	 	 
	 
	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including
those to be filed with the
Commission, are maintained in
accordance with the transaction
agreements and applicable
Commission
requirements.  Specifically, such
reports (A) are prepared in
accordance with timeframes and
other terms set forth in the
transaction agreements;
(B) provide information
calculated in accordance with the
terms specified in the
transaction agreements; (C) are
filed with the Commission as
required by its rules and
regulations; and (D) agree with
investors’ or the trustee’s
records as to the total unpaid
principal balance and number of
mortgage loans serviced by the
Servicer.  	 	 
	 
	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are
allocated and remitted in
accordance with timeframes,
distribution priority and other
terms set forth in the
transaction agreements.  	 	 
	 
	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor
are posted within two business
days to the Servicer’s investor
records, or such other number of
days specified in the transaction
agreements.  	 	 
	 
	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per
the investor reports agree with
cancelled checks, or other form
of payment, or custodial bank
statements.  	 	 






2









 






	 	 	 	 	 
	 	 	 	 	Applicable Servicing
	 	 	 	 	Criteria/
	Servicing Criteria	 	 	 	Responsible Party
	Reference	 	Criteria	 	 
	 

	 	Pool Asset Administration  	 	 
	 
	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on
mortgage loans is maintained as
required by the transaction
agreements or related mortgage
loan documents.  	 	 
	 
	 	 	 	 
	1122(d)(4)(ii)

	 	Mortgage loan and related
documents are safeguarded as
required by the transaction
agreements.  	 	 
	 
	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals or
substitutions to the asset pool
are made, reviewed and approved
in accordance with any conditions
or requirements in the
transaction agreements.  	 	 
	 
	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on mortgage loans,
including any payoffs, made in
accordance with the related
mortgage loan documents are
posted to the Servicer’s obligor
records maintained no more than
two business days after receipt,
or such other number of days
specified in the transaction
agreements, and allocated to
principal, interest or other
items (e.g., escrow) in
accordance with the related
mortgage loan documents. 	 	 
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The Servicer’s records regarding
the mortgage loans agree with the
Servicer’s records with respect
to an obligor’s unpaid principal
balance.  	 	 
	 
	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms
or status of an obligor’s
mortgage loans (e.g., loan
modifications or re-agings) are
made, reviewed and approved by
authorized personnel in
accordance with the transaction
agreements and related pool asset
documents.  	 	 
	 
	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or recovery
actions (e.g., forbearance plans,
modifications and deeds in lieu
of foreclosure, foreclosures and
repossessions, as applicable) are
initiated, conducted and
concluded in accordance with the
timeframes or other requirements
established by the transaction
agreements.  	 	 
	 
	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection
efforts are maintained during the
period a mortgage loan is
delinquent in accordance with the
transaction agreements.  Such
records are maintained on at
least a monthly basis, or such
other period specified in the
transaction agreements, and
describe the entity’s activities
in monitoring delinquent mortgage
loans including, for example,
phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary
(e.g., illness or unemployment).  	 	 
	 
	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to interest rates or
rates of return for mortgage
loans with variable rates are
computed based on the related
mortgage loan documents.  	 	 






3









 






	 	 	 	 	 
	 	 	 	 	Applicable Servicing
	 	 	 	 	Criteria/
	Servicing Criteria	 	 	 	Responsible Party
	Reference	 	Criteria	 	 
	1122(d)(4)(x)

	 	Regarding any funds held in trust
for an obligor (such as escrow
accounts):  (A) such funds are
analyzed, in accordance with the
obligor’s mortgage loan
documents, on at least an annual
basis, or such other period
specified in the transaction
agreements; (B) interest on such
funds is paid, or credited, to
obligors in accordance with
applicable mortgage loan
documents and state laws; and
(C) such funds are returned to
the obligor within 30 calendar
days of full repayment of the
related mortgage loans, or such
other number of days specified in
the transaction agreements.  	 	 
	 
	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf of an
obligor (such as tax or insurance
payments) are made on or before
the related penalty or expiration
dates, as indicated on the
appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar
days prior to these dates, or
such other number of days
specified in the transaction
agreements.  	 	 
	 
	 	 	 	 
	1122(d)(4)(xii)

	 	Any late payment penalties in
connection with any payment to be
made on behalf of an obligor are
paid from the servicer’s funds
and not charged to the obligor,
unless the late payment was due
to the obligor’s error or
omission.  	 	 
	 
	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on behalf of
an obligor are posted within two
business days to the obligor’s
records maintained by the
servicer, or such other number of
days specified in the transaction
agreements.  	 	 
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and
uncollectible accounts are
recognized and recorded in
accordance with the transaction
agreements.  	 	 
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other
support, identified in
Item 1114(a)(1) through (3) or
Item 1115 of Regulation AB, is
maintained as set forth in the
transaction agreements.  	 	 
	 

	 	   	 	 






	 	 	 	 	 	 	 
	 	 	[NAME OF REPORTING PARTY]
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name: 
	 	 

	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 







4











 








ADDITIONAL FORM 10-D DISCLOSURE




	 	 	 
	Item on Form 10-D	 	Responsible Party
	Item 1: Distribution and Pool Performance Information
	 	 
	 
	 	 
	Information included in the Distribution Statement to
Certificateholders

	 	Securities Administrator
	 
	Any information required by 1121 which is NOT included
on the Distribution Statement to Certificateholders

	 	Depositor
	 
	 	 
	Item 2: Legal Proceedings
	 	 
	 
	 	 
	Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceedings known
to be contemplated by governmental authorities:
	 	 
	 
	     §   Issuing Entity (Trust Fund)

	 	Securities Administrator, Administrative Agent and
 Depositor
	     §   Sponsor

	 	Depositor
	     §   Depositor

	 	Depositor
	     §   Securities Administrator

	 	Securities Administrator
	     §   Any other party contemplated by 1100(d)(1)

	 	Depositor
	 
	Item 3: Sale of Securities and Use of Proceeds

	 	Depositor
	 
	Information from Item 2(a) of Part II of Form 10-Q:

	 	[N/A]
	 
	 	 
	With respect to any sale of securities by the sponsor,
depositor or issuing entity, that are backed by the same
asset pool or are otherwise issued by the issuing
entity, whether or not registered, provide the sales and
use of proceeds information in Item 701 of
Regulation S-K. Pricing information can be omitted if
securities were not registered.
	 	 
	 
	 	 
	Item 4: Defaults Upon Senior Securities

	 	Securities Administrator
	 

	 	(to the extent Securities Administrator has knowledge)
	Information from Item 3 of Part II of Form 10-Q:
	 	 
	 
	 	 
	Report the occurrence of any Event of Default (after
expiration of any grace period and provision of any
required notice)
	 	 
	 
	Item 5: Submission of Matters to a Vote of Security
Holders

	 	Securities Administrator

(to the extent Securities Administrator has

knowledge)
	 
	 	 
	Information from Item 4 of Part II of Form 10-Q
	 	 
	 
	Item 6: Significant Obligors of Pool Assets

	 	Depositor
	 

	 	[N/A]






 









 





ADDITIONAL FORM 10-D DISCLOSURE




	 	 	 
	Item on Form 10-D	 	Responsible Party
	Item 1112(b) — Significant Obligor Financial Information*
	 	 
	 


	* This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
	 	 
	 
	Item 7: Significant Enhancement Provider Information

	 	Depositor
	 

	 	[N/A]
	 
	 	 
	Item 1114(b)(2) — Credit Enhancement Provider Financial
Information*
	 	 
	 
	§   Determining applicable disclosure threshold
	 	 
	§   Requesting required financial information (including
any required accountants’ consent to the use thereof) or
effecting incorporation by reference
	 	 
	 
	Item 1115(b) — Derivative Counterparty Financial

	 	Depositor
	 
	Information*

	 	[N/A]
	§   Determining current maximum probable exposure
	 	 
	§   Determining current significance percentage
	 	 
	§   Requesting required financial information (including
any required accountants’ consent to the use thereof) or
effecting incorporation by reference
	 	 
	 


	* This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
	 	 
	 
	Item 8: Other Information

	 	Any responsible party for the applicable
	 

	 	Form 8-K Disclosure item
	 
	 	 
	Disclose any information required to be reported on
Form 8-K during the period covered by the Form 10-D but
not reported
	 	 
	 
	 	 
	Item 9: Exhibits
	 	 
	 
	Distribution Statement to Certificateholders

	 	Securities Administrator [Administrative Agent]
	Exhibits required by Item 601 of Regulation S-K, such as
material agreements

	 	Depositor







 









 










ADDITIONAL FORM 10-K DISCLOSURE




	 	 	 
	Item on Form 10-K	 	Responsible Party
	Item 1B: Unresolved Staff Comments

	 	Depositor
	 
	 	 
	Item 9B: Other Information

Disclose any information required to be reported on Form 8-K
during the fourth quarter covered by the Form 10-K but not
reported

	 	Any responsible party
for disclosure items on

Form 8-K
	 
	 	 
	Item 15: Exhibits, Financial Statement Schedules

	 	(i) As to agreements,
Securities
Administrator/Depositor
and (ii) as to
financial statements,
Reporting Servicers (as
to themselves)
	 
	Reg AB Item 1112(b): Significant Obligors of Pool Assets

	 	Depositor
	 

	 	[N/A]
	Signifiant Obligor Financial Information*
	 	 
	 


	* This information need only be reported on the Form 10-D for the
distribution period in which updated information is required
pursuant to the Item.
	 	 
	 
	Reg AB Item 1114(b)(2): Credit Enhancement Provider Financial
Information

	 	Depositor
	 

	 	[N/A]
	§   Determining applicable disclosure threshold
	 	 
	§   Requesting required financial information (including any
required accountants’ consent to the use thereof) or effecting
incorporation by reference
	 	 
	 


	* This information need only be reported on the Form 10-D for the
distribution period in which updated information is required
pursuant to the Items.
	 	 
	 
	Reg AB Item 1115(b): Derivative Counterparty Financial Information

	 	Depositor
	 

	 	[N/A]
	     §   Determining current maximum probable exposure
	 	 
	     §   Determining current significance percentage
	 	 
	     §      Requesting required financial information
(including any
required accountants’ consent to the use thereof) or
effecting incorporation by reference

	 	 
	 


	* This information need only be reported on the Form 10-D for the
distribution period in which updated information is required
pursuant to the Items.
	 	 
	 
	 	 
	Reg AB Item 1117: Legal Proceedings
	 	 
	 
	 	 
	Any legal proceeding pending against the following entities or
their respective property, that is material to Certificateholders,
including any proceedings known to be contemplated by governmental
authorities:
	 	 
	 
	 	 
	     §   Issuing Entity (Trust Fund)

	 	Securities Administrator






 









 





ADDITIONAL FORM 10-K DISCLOSURE




	 	 	 
	Item on Form 10-K	 	Responsible Party
	     §   Sponsor

	 	Depositor
	     §   Depositor

	 	Depositor
	     §   Securities Administrator

	 	Securities Administrator
	     §   Any other party contemplated by 1100(d)(1)

	 	Depositor
	 
	Reg AB Item 1119: Affiliations and Relationships
	 	 
	Whether (a) the Sponsor, Depositor or Issuing Entity is an
affiliate of the following parties, and (b) to the extent known
and material, any of the following parties are affiliated with one
another:

	 	Depositor as to (a)
	 
	 	 
	     §   Securities Administrator

	 	Securities Administrator
	     §   Any 1112(b) Significant Obligor

	 	Depositor or
	 

	 	[N/A]
	     §   Any 1114 Credit Enhancement Provider

	 	Depositor or
	 

	 	[N/A]
	     §   Any 1115 Derivate Counterparty Provider

	 	Depositor or
	 

	 	[N/A]
	     §   Any other 1101(d)(1) material party

	 	Depositor
	 
	Whether there are any “outside the ordinary course business
arrangements” other than would be obtained in an arm’s length
transaction between (a) the Sponsor, Depositor or Issuing Entity
on the one hand, and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or within the
past two years and that are material to a Certificateholder’s
understanding of the Certificates:

	 	Depositor as to (a)
	 
	 	 
	     §   Securities Administrator

	 	Securities Administrator
	     §   Any 1112(b) Significant Obligor

	 	Depositor or
	 

	 	[N/A]
	     §   Any 1114 Credit Enhancement Provider

	 	Depositor or
	 

	 	[N/A]
	     §   Any 1115 Derivate Counterparty Provider

	 	Depositor or
	 

	 	[N/A]
	     §   Any other 1101(d)(1) material party

	 	Depositor
	Whether there are any specific relationships involving the
transaction or the pool assets between (a) the Sponsor, Depositor
or Issuing Entity on the one hand, and (b) any of the following
parties (or their affiliates) on the other hand, that exist
currently or within the past two years and that are material:

	 	Depositor as to (a)
	 
	 	 
	     §   Securities Administrator

	 	Securities Administrator
	     §   Any 1112(b) Significant Obligor

	 	Depositor or
	 

	 	[N/A]
	     §   Any 1114 Credit Enhancement Provider

	 	Depositor or
	 

	 	[N/A]
	     §   Any 1115 Derivate Counterparty Provider

	 	Depositor or
	 

	 	[N/A]
	     §   Any other 1101(d)(1) material party

	 	Depositor







 









 








FORM 8-K DISCLOSURE




FORM 8-K DISCLOSURE INFORMATION




	 	 	 
	Item on Form 8-K	 	Responsible Party
	Item 1.01- Entry into a Material Definitive Agreement

	 	All parties (with respect to any
agreement entered into by such party)
	Disclosure is required regarding entry into or
amendment of any definitive agreement that is
material to the securitization, even if depositor is
not a party.
	 	 
	 
	 	 
	Examples: servicing agreement, custodial agreement.
	 	 
	 
	 	 
	Note: disclosure not required as to definitive
agreements that are fully disclosed in the
prospectus
	 	 
	 
	Item 1.02- Termination of a Material Definitive
Agreement

	 	All parties (with respect to any
agreement entered into by such party)
	 
	 	 
	Disclosure is required regarding termination of any
definitive agreement that is material to the
securitization (other than expiration in accordance
with its terms), even if depositor is not a party.
	 	 
	 
	 	 
	Examples: servicing agreement, custodial agreement.
	 	 
	 
	Item 1.03- Bankruptcy or Receivership
	 	 
	 
	 	 
	Disclosure is required regarding the bankruptcy or
receivership, with respect to any of the following:
	 	 
	 
	 	 
	     §   Sponsor

	 	Depositor
	     §   Depositor

	 	Depositor
	     §   Other Servicer servicing 20% or more of the
Trust Fund at the time of the report

	 	Securities Administrator
	     §   Other material servicers

	 	Securities Administrator
	     §   Securities Administrator

	 	Securities Administrator
	     §   Significant Obligor

	 	Depositor or
	 

	 	[N/A]
	     §   Credit Enhancer (10% or more)

	 	Depositor or
	 

	 	[N/A]
	     §   Derivative Counterparty

	 	Depositor or
	 

	 	[N/A]
	 
	Item 2.04- Triggering Events that Accelerate or
Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement

	 	Securities Administrator/ Depositor
(with respect to any agreement to
which the Securities Administrator is
not a party)
	 
	 	 
	Includes an early amortization, performance trigger
or other event, including event of default, that
would materially alter the payment
priority/distribution of cash flows/amortization
schedule.
	 	 






 









 





FORM 8-K DISCLOSURE INFORMATION




	 	 	 
	Item on Form 8-K	 	Responsible Party
	Disclosure will be made of events other than
waterfall triggers which are disclosed in the
monthly statements to the Certificateholders.
	 	 
	 
	Item 3.03- Material Modification to Rights of
Security Holders

	 	Securities Administrator
	 
	 	 
	Disclosure is required of any material modification
to documents defining the rights of
Certificateholders, including the Pooling and
Servicing Agreement.
	 	 
	 
	Item 5.03- Amendments of Articles of Incorporation
or Bylaws; Change of Fiscal Year

	 	Securities Administrator and Depositor
	Disclosure is required of any amendment “to the
governing documents of the issuing entity”.
	 	 
	 
	Item 6.01- ABS Informational and Computational
Material

	 	Depositor
	 
	Item 6.02- Change of Servicer or Securities
Administrator

	 	Depositor/Securities Administrator
(as to itself)/successor securities
administrator
	Requires disclosure of any removal, replacement,
substitution or addition of any master servicer,
affiliated servicer, other servicer servicing 10% or
more of pool assets at time of report, other
material servicers or securities administrator.
	 	 
	Reg AB disclosure about any new servicer or master
servicer is also required.

	 	Securities Administrator/ Depositor
	Reg AB disclosure about any new Securities
Administrator is also required.

	 	successor securities administrator
	 
	Item 6.03- Change in Credit Enhancement or External
Support

	 	N/A
	Covers termination of any enhancement in manner
other than by its terms, the addition of an
enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements
as well as derivatives.
	 	 
	Reg AB disclosure about any new enhancement provider
is also required.

	 	Depositor
	 
	Item 6.04- Failure to Make a Required Distribution

	 	Securities Administrator (to the

extent the Securities Administrator

has knowledge thereof)/Depositor (to

the extent the Depositor has

knowledge thereof)
	 
	 	 
	Item 6.05- Securities Act Updating Disclosure

	 	Depositor
	 
	 	 
	If any material pool characteristic differs by 5% or
more at the time of issuance of the securities from
the description in the final prospectus, provide
updated Reg AB disclosure about the actual asset
pool.
	 	 






 









 





FORM 8-K DISCLOSURE INFORMATION




	 	 	 
	Item on Form 8-K	 	Responsible Party
	If there are any new servicers or originators
required to be disclosed under Regulation AB as a
result of the foregoing, provide the information
called for in Items 1108 and 1110 respectively.

	 	Depositor
	 
	Item 7.01- Reg FD Disclosure

	 	All parties
	 
	Item 8.01- Other Events

	 	Depositor
	 
	 	 
	Any event, with respect to which information is not
otherwise called for in Form 8-K, that the
registrant deems of importance to
Certificateholders.
	 	 
	 
	Item 9.01- Financial Statements and Exhibits

	 	Responsible servicer for

reporting/disclosing the financial

statement or exhibit