EXHIBIT 4.1






Exhibit 4.1




 





[     ],




as Depositor




and




                    
                    ,

as Trustee




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
	 	 	20	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 

	 	Conveyance of Trust Fund; REMIC Election

and Designation; Original Issuance of Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	Conveyance of Trust Fund; REMIC Election, and Designation
	 	 	22	 
	SECTION 2.02.

	 	Original Issuance of Certificates; Delivery of Documents
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 

	 	The Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	Forms Generally
	 	 	29	 
	SECTION 3.02.

	 	Forms of Certificates and Certificate of Authentication
	 	 	29	 
	SECTION 3.03.

	 	Regular Certificates Issuable in Classes; General Provisions
with Respect to Distributions of Principal and Interest;
Denominations
	 	 	38	 
	SECTION 3.04.

	 	Execution, Authentication, Delivery and Dating
	 	 	43	 
	SECTION 3.05.

	 	Temporary Certificates
	 	 	43	 
	SECTION 3.06.

	 	Maintenance of Office or Agency
	 	 	44	 
	SECTION 3.07.

	 	Registration, Registration of Transfer and Exchange
	 	 	44	 
	SECTION 3.08.

	 	Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	47	 
	SECTION 3.09.

	 	Persons Deemed Owners
	 	 	48	 
	SECTION 3.10.

	 	Cancellation
	 	 	48	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 

	 	Trust Accounts	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	Collection Account
	 	 	48	 
	SECTION 4.02.

	 	Expense Reserve Account
	 	 	51	 
	SECTION 4.03.

	 	Freddie Mac Reserve Account
	 	 	53	 
	SECTION 4.04.

	 	General Provisions Regarding Trust Accounts
	 	 	54	 
	SECTION 4.05.

	 	Reports by Trustee
	 	 	57	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 

	 	Distributions to Certificateholders on a

Distribution Date; Payment of Expenses	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	Distribution Date Statements
	 	 	57	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 5.02.

	 	Withdrawals from the Collection Account on a Distribution Date;
Distributions of Principal and Interest on a Distribution Date
	 	 	59	 
	SECTION 5.03.

	 	Reports by Trustee to Certificateholders
	 	 	60	 
	SECTION 5.04.

	 	Payment of Expenses; Required Expense Reserve Account Deposit Amount
	 	 	61	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 

	 	Special Distributions	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	Special Distributions
	 	 	62	 
	SECTION 6.02.

	 	Form of Special Distribution Notice
	 	 	68	 
	SECTION 6.03.

	 	Amounts Distributable on Special Distribution Date
	 	 	69	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII	 	 	 	 
	 

	 	Periodic Accountants’ Reports	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.01.

	 	Appointment of Independent Accountants
	 	 	69	 
	SECTION 7.02.

	 	Accountants’ Reports
	 	 	69	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 

	 	Deficiency Events	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.01.

	 	Occurrence; Trustee’s Determinations
	 	 	71	 
	SECTION 8.02.

	 	Distributions Upon a Determination of Sufficiency
	 	 	71	 
	SECTION 8.03.

	 	Distributions Upon a Determination of Insufficiency
	 	 	72	 
	SECTION 8.04.

	 	Sale of Trust Fund
	 	 	73	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 

	 	The Depositor	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	Liability of the Depositor
	 	 	74	 
	SECTION 9.02.

	 	Merger or Consolidation of, or Assumption of the
Obligations of, the Depositor
	 	 	74	 
	SECTION 9.03.

	 	Limitation on Liability of the Depositor and Others
	 	 	75	 
	SECTION 9.04.

	 	The Depositor Not to Resign
	 	 	75	 
	SECTION 9.05.

	 	Annual Statement as to Compliance
	 	 	75	 
	SECTION 9.06.

	 	Depositor May Own Certificates
	 	 	75	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X	 	 	 	 
	 

	 	The Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 10.01.

	 	Duties of Trustee
	 	 	76	 
	SECTION 10.02.

	 	Notice of Default
	 	 	77	 
	SECTION 10.03.

	 	Rights of Trustee
	 	 	77	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 10.04.

	 	Not Responsible for Recitals or Issuance of Certificates
	 	 	77	 
	SECTION 10.05.

	 	May Hold Certificates
	 	 	78	 
	SECTION 10.06.

	 	Money Held in Trust
	 	 	78	 
	SECTION 10.07.

	 	Compensation and Reimbursement
	 	 	78	 
	SECTION 10.08.

	 	Eligibility; Disqualification
	 	 	79	 
	SECTION 10.09.

	 	Trustee’s Capital and Surplus
	 	 	79	 
	SECTION 10.10.

	 	Resignation and Removal; Appointment of Successor
	 	 	79	 
	SECTION 10.11.

	 	Acceptance of Appointment by Successor
	 	 	80	 
	SECTION 10.12.

	 	Merger, Conversion, Consolidation or Successor to Business of Trustee
	 	 	81	 
	SECTION 10.13.

	 	Co-trustees and Separate Trustees
	 	 	81	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI	 	 	 	 
	 

	 	Defaults by Depositor	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 11.01.

	 	Event of Default
	 	 	82	 
	SECTION 11.02.

	 	Termination of Depositor’s Rights and Obligations
	 	 	83	 
	SECTION 11.03.

	 	Trustee to Act; Appointment of Successor
	 	 	84	 
	SECTION 11.04.

	 	Trustee’s Remedies
	 	 	84	 
	SECTION 11.05.

	 	Notification to Certificateholders
	 	 	84	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XII	 	 	 	 
	 

	 	Termination	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 12.01.

	 	Termination Upon Repurchase by the Depositor or Final
Payment of All Agency Securities
	 	 	85	 
	SECTION 12.02.

	 	Payment of Purchase Price for Agency Securities; Liquidation
of Expense Reserve Account
	 	 	85	 
	SECTION 12.03.

	 	Notice of Termination, Payment to Certificateholders
	 	 	86	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XIII	 	 	 	 
	 

	 	Amendments	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 13.01.

	 	Amendments without Consent of Certificateholders
	 	 	87	 
	SECTION 13.02.

	 	Amendments with Consent of Certificateholders
	 	 	88	 
	SECTION 13.03.

	 	Execution of Amendments
	 	 	89	 
	SECTION 13.04.

	 	Effect of Amendments
	 	 	89	 
	SECTION 13.05.

	 	Reference in Certificates to Amendments
	 	 	89	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XIV	 	 	 	 
	 

	 	Miscellaneous	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 14.01.

	 	Form of Documents Delivered to Trustee
	 	 	90	 
	SECTION 14.02.

	 	Acts of Certificateholders
	 	 	91	 






-iii-









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 14.03.

	 	Notices, etc. to Trustee and Depositor
	 	 	91	 
	SECTION 14.04.

	 	Notices and Reports to Certificateholders; Waiver of Notices
	 	 	92	 
	SECTION 14.05.

	 	Rules by Trustee and Agents
	 	 	92	 
	SECTION 14.06.

	 	Effect of Headings and Table of Contents
	 	 	92	 
	SECTION 14.07.

	 	Successors and Assigns
	 	 	93	 
	SECTION 14.08.

	 	Separability
	 	 	93	 
	SECTION 14.09.

	 	Benefits of Agreement
	 	 	93	 
	SECTION 14.10.

	 	Legal Holidays
	 	 	93	 
	SECTION 14.11.

	 	Limitation on Rights of Certificateholders
	 	 	93	 
	SECTION 14.12.

	 	Governing Law
	 	 	94	 
	SECTION 14.13.

	 	Counterparts
	 	 	94	 
	SECTION 14.14.

	 	Recording of Agreement
	 	 	94	 
	SECTION 14.15.

	 	Corporate Obligations
	 	 	94	 
	SECTION 14.16.

	 	Certificates Nonassessable and Fully Paid
	 	 	95	 
	SECTION 14.17.

	 	REMIC Treatment
	 	 	95	 






TESTIMONIUM

SIGNATURES AND SEALS

ACKNOWLEDGMENTS




-iv-









 





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



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 14.02.



     “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, [a Fannie Mae Agency Security or Freddie Mac
Agency Security, as the case may be,] 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, [Fannie
Mae Agency Securities and Freddie Mac 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 shall be
calculated by giving effect to the addition of all accrued interest on the underlying GPM



2









 







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 references in this
instrument to designated “Articles”, “Sections”, “Subsections” and other



3









 







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.



     “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).



     [“Available Freddie Mac 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 following procedures: On each Interest Determination Date, the Trustee will request each of
the Reference Banks to inform the Trustee of the lowest quotation offered by its principal London
office for making immediate [three month] United States dollar deposits in leading banks in the
London interbank market, as of 11:00 a.m. (London Time) on such Interest Determination Date. (As
used herein, “business day” means a day on which banks are open for dealing in foreign currency and
exchange in London and New York City.)



     The Base Rate for each Interest Accrual Period (other than the first Interest Accrual Period)
will be determined by the Trustee on each interest Determination Date as follows:




     (a) If on any Interest Determination Date two or more Reference Banks provide such
offered quotations, the Base Rate for the related Interest Accrual Period shall be ___% per
annum above the arithmetic mean of such offered quotations (rounded upwards if necessary to
the nearest whole multiple of 1/16%).




     (b) If on any Interest Determination Date only one or none of the Reference Banks
provides such offered quotations, the Base Rate for the next Interest Accrual Period shall
be whichever is the higher of (x) the Base Rate as determined on the



4









 







previous Interest Determination Date or (y) the Reserve Interest Rate. The “Reserve
Interest Rate” shall be the rate per annum which the Trustee determines to be either (i) the
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/16%) of the
[three month] United States dollar lending rates, which New York City banks selected by the
Trustee and approved by the Depositor are quoting, on the relevant Interest Determination
Date to the Reference Banks or those of them (being at least two in number) to which such
quotations are, in the opinion of the Trustee, being so made or, in the event that the
Trustee can determine no such arithmetic mean, (ii) the lowest [three month] United States
dollar lending rate which New York City banks selected by the Trustee and approved by the
Depositor are quoting on such Interest Determination Date to leading European banks.




     (c) If on any Interest Determination Date the Trustee is required but is unable to
determine the Reserve Interest Rate in the manner provided in paragraph (b) above, the Base
Rate for the next Interest Accrual Period shall be the Base Rate as determined on the
previous Interest Determination Date, or, in the case of the first Interest Determination
Date,                     %.



     “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.



     “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.



5









 





     “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.



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



     “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.



     “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,
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”: 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).



6









 





     “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.




     “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.



     “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.



7









 





     “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 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



8









 







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 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



9









 







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 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.



     “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



10









 







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 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 Fannie Mae Agency Securities” as of any date means all the Fannie Mae Agency
Securities other than any Fannie Mae Agency Securities that have been fully paid as of such date.]



     “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 and which has been Conveyed to the Trustee under this Agreement as part of the Trust
Fund. The term “outstanding Freddie Mac Agency Securities” as of any date means all the Freddie
Mac Agency Securities other than any Freddie Mac Agency Securities that have been fully paid as of
such date.]



11









 





     [“Freddie Mac Reserve Account”: The trust account or accounts created and maintained pursuant
to Section 4.03.]



     [“Freddie Mac Reserve Amount”:     
            
              
               
                                                            
                              
                    
.]



     “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.



     “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



12









 







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.



     “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.



13









 





     “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 or any Affiliate 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;




     (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


14









 






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
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.



15









 





     “Rating Agency”:



     “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.



     “Reference Bank”: With respect to the determination of the Base Rate,                     ,                     ,
                     and                      or any substitute reference bank duly appointed by the Depositor, subject
to the following qualifications. Any such substitute reference bank shall have an established
place of business in London, shall regularly engage in substantial transactions in Eurodollar
deposits in the international Eurocurrency Market, and shall not be an Affiliate of the Depositor.



     “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).



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



     “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 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,



16









 








any assistant treasurer, the cashier, any trust officer or assistant trust officer, the
controller, any assistant controller or any other officer of the Trustee 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




     (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.



     “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).



17









 






     “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
                    , 20_.



     “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




     (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,



18









 







     (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”:                     %.



     “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 pursuant to
the applicable provisions of this Indenture, 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”.



19









 






     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,




     (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;



20









 







     (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 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 [except that in
the case of the Agency Security Distributions due on each Freddie Mac Agency Security it shall be
assumed, solely for the purpose of making the calculations described in Section 2.02(b) and Article
VIII, that the first twelve Agency Security Distributions due thereon after the Closing Date
consist of interest only, at the applicable Agency Security Rate, on the Agency Security Principal
Balance of such Freddie Mac Agency Security, and that thereafter payments on each underlying
mortgage loan are made in accordance with an assumed payment schedule calculated as provided in
subsection (c) of this Section 1.02 except that for such purpose it shall be assumed that each
underlying mortgage loan matures one year later than the date specified in clause (iii) of said
subsection (c)]. 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, (ii) in the case of a Ginnie Mae II Agency Security, on
the                      day of the month, [(iii) in the case of a Freddie Mac Agency Security, on the                      day
of the month and (iv) in the case of a Fannie Mae 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



21









 








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. Conveyance of Trust Fund; REMIC Election, and Designation.



     (a) 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 Trustee as described in paragraph
(c) of Section 2.02 below, and all Agency Security Distributions with respect thereto payable to
Persons who are holders of record thereof on and after                     , 2008, (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, [(d) the Freddie Mac Reserve
Account, including all income from investment of funds therein,] and (e) all proceeds of the
conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property.



     (b) 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.



     (c) 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.



22









 






     (d) 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.



     (e) 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).



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



     SECTION 2.02. Original Issuance of Certificates; Delivery of Documents.



     The Trustee acknowledges the foregoing Conveyance and receipt of the instruments, documents
and property described below, accepts the trusts hereunder in accordance with the provisions hereof
and agrees to hold the Trust Fund in trust for the use and benefit of all present and future
Holders of the Certificates and to perform the duties herein to the best of its ability to the end
that the interests of all present and future Holders of the Certificates may be adequately and
effectively protected. 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 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.



     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:




     (a) Opinion of Counsel. Opinion(s) of Counsel (in which such counsel is
entitled to rely upon certificates, opinions or representations as to matters of fact to the
extent permitted by Section 14.01 and, as to matters involving the laws of any state other
than the state in which such counsel is admitted to practice, upon an Opinion of Counsel
satisfactory to the Trustee) addressed to the Trustee to the effect that:




     (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



23









 








(regardless whether such enforceability is considered in a proceeding in equity
or at law);




     (iii) the trust created by this Agreement is a valid trust for the benefit of
the Certificateholders under the laws of the State of New York, and the
Certificates, assuming that they have been duly and validly authorized, executed,
delivered and issued by the Trustee, will, when authenticated by the Certificate
Registrar pursuant to this Agreement and delivered to or upon the order of the
Depositor, be valid, legal and binding instruments, entitled to the benefits of this
Agreement;




     (iv) immediately prior to the Conveyance thereof to the Trustee, the Depositor
had the corporate power and authority to Convey the Agency Securities and other
property included in the Trust Fund to the Trustee pursuant to this Agreement;




     (v) such action has been taken with respect to delivery of possession of the
Agency Securities and other property included in the Trust Fund on the Closing Date
and with respect to the execution and delivery of all requisite documents as is
necessary to make effective the Conveyance of such property to the Trustee, with
either the details of such action recited therein, or the absence of any such action
being necessary to make such Conveyance effective stated therein;




     (vi) the Depositor has effectively Conveyed to the Trustee all of its right,
title and interest in and to the Agency Securities and other property included in
the Trust Fund on the Closing Date, and upon the occurrence of any Proceedings with
respect to the Depositor under the federal bankruptcy laws, as now in effect, or any
other federal or state bankruptcy, insolvency or similar law, or 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, the Trust Fund would not be deemed to be part of the assets of the
Depositor or otherwise be subject to such Proceedings or to the jurisdiction of any
such receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official;




     (vii) this Agreement is not required to be qualified under the Trust Indenture
Act of 1939, as amended; the Trust Fund created by this Agreement is not required to
be registered under the Investment Company Act of 1940, as amended; the Regular
Certificates have been registered under the Securities Act of 1933, as amended; and
the offer and sale of the Residual Certificates is a transaction not required to be
registered under the Securities Act of 1933, as amended;




     (viii) no consent, approval, authorization or order of any state or Federal
court or governmental agency or body is required for the consummation by the



24









 








Depositor of the transactions contemplated herein, except such as may be
required under the blue sky laws of any jurisdiction in connection with the
acquisition of Certificates and such other approvals as have been obtained;




     (ix) 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, to the knowledge of such counsel, 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,
to the knowledge of such counsel, any order of any state or Federal court,
regulatory body, administrative agency or governmental body having jurisdiction over
the Depositor; and




     (x) assuming compliance with the pertinent provisions of this Agreement, the
Trust Fund will qualify to be treated as a REMIC under the Code; the Regular
Certificates will be treated as “regular interests” in such REMIC; and the Residual
Certificates will be treated, in the aggregate, as the single class of “residual
interests” in such REMIC.




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




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




     (A) 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;




     (B) 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;




     (C) 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;



25









 







     (D) 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;




     (E) 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];




     (F) 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;




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




     (H) [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




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




     (A) The information set forth on the Schedule of Agency Securities
which was read by them as described in clauses (i)(A) through



26









 







(C) above accurately reflects the terms of each Agency Security listed
thereon;




     (B) 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;




     (C) 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;




     (D) 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




     (E) 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.




     (c) The Agency Securities. All of the Agency Securities included in the Trust
Fund, which Agency Securities have been either (i) registered in the name of the Trustee
prior to the Closing Date (or if requested by the Trustee, in the name of its nominee), (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



27









 








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).




     [(d) 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.]




     [(e) 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.]




     [(f) Freddie Mac Reserve Account Deposit. Cash for deposit into the Freddie
Mac Reserve Account pursuant to Section 4.03 in an amount not less than the Freddie Mac
Reserve Amount for the first Distribution Date; such deposit may be in the form of an
official bank check or certified check payable in next-day funds.]




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




     (i) 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;




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




     (iii) each Agency Security listed on Schedule A is a Ginnie Mae Agency
Security, [FNMA Agency Security or Freddie Mac Agency Security;] and



28









 







     (iv) attached to such Officers’ Certificate [are] [is a] true and correct
[copies] [copy] of [a] letter[s] signed by [Standard & Poor’s Corporation] [and]
[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 shall have executed an
appropriate amendment to this Agreement pursuant to Section 13.01(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.



[TITLE OF CERTIFICATES]

SERIES [     ]

CLASS                     




29









 








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 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 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”) between the Depositor and
                    , as trustee (the “Trustee”, which term includes any successor trustee 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 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 [quarterly] [monthly] 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) [quarterly] 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]-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



30









 









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 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 has caused this Certificate to be duly executed under its
official seal.



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	as Trustee
	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






     (b) The form of the reverse of all Certificates is as follows:



     This Certificate is one of a duly authorized issue of Certificates designated as [Title of
Regular Certificates], 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:



31









 







     (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.



     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 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



32









 








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
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 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



33









 








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. 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 Security subject thereto, and (ii) the repurchase
by the Depositor from the Trust Fund of all remaining Agency Securities. The Agreement permits,
but does not require, the Depositor to repurchase all remaining Agency Securities 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 Securities may
not be exercised prior to (a) the time that the Aggregate Agency Security Principal Balance is less
than                     % of the Aggregate Agency Security Principal Balance at the Closing Date or (b)                     .
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



34









 








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 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 has executed this Certificate solely as trustee under the Agreement and the
Trustee 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 Michigan applicable to agreements made
and to be performed therein.



35









 





     (c) 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
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
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”) between the Depositor and
                    , as trustee (the “Trustee”, which term includes any successor trustee 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 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.



36









 





     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 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 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 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 or the Depositor may require an Opinion of Counsel acceptable to
and in form and substance satisfactory to the Trustee 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 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 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 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 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.



37









 





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



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	as Trustee
	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






     (d) 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	 	 






     (e) 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 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.]



     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, 3.08 or
13.05 of this Agreement. Such aggregate principal amount shall be divided among                     



38









 







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 shall determine the Base Rat 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
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.



     Until all of the Floating Rate Certificates are retired, the Depositor will at all times
retain at least four Reference Banks for the purpose of establishing the Certificate Interest Rate
for the Floating Rate Certificates with respect to each Interest Accrual Period. Each Reference
Bank shall regularly engage in substantial transactions in Eurodollar deposits in the international
Eurocurrency market, shall not be an Affiliate of the Depositor and shall have an established place
of business in London. If any such Reference Bank should be unwilling or unable to act as such or
if the Depositor should terminate the appointment of any such Reference Bank, the Depositor will
promptly appoint another Reference Bank and notify the Trustee in writing of such appointment.



     In determining the Base Rate, the Trustee may conclusively rely and shall be protected in
relying upon the offered quotation (whether written or oral) from the Reference Banks or the New
York City banks as to the Base Rate in effect from time to time. The Trustee shall have no
liability or responsibility to any Person for (i) its selection of New York City banks for purposes
of determining the Reserve Interest Rate or (ii)its inability, following a good faith reasonable
effort, to obtain such quotations from the Reference Banks or the New York City banks or to
determine such arithmetic mean, all as provided for in the definition of the term “Base Rate.”



39









 






     The establishment of the Base Rate by the Trustee and the Trustee’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 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.



40









 





     (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
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



41









 







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.]



     (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 as registered Certificates 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



42









 







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 by one of the authorized officers
of the Trustee 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]. The
signature of any officer of the Trustee 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 shall bind the Trustee, notwithstanding that such individuals or any
of them have ceased to 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 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 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.




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     SECTION 3.06. Maintenance of Office or Agency.



     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 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.



     SECTION 3.07. Registration, Registration of Transfer and Exchange.



     (a) The Trustee shall cause to be kept a register (the “Certificate Register”) in which,
subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and the registration of transfers and exchanges of Certificates. The
Trustee 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, the Trustee 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 is not acting as Certificate Registrar, the Trustee shall have the right to rely
conclusively upon a certificate of the Certificate Registrar as to the names and addresses of the
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 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,



44









 







the Trustee 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 [three years] from the Closing Date (i) the Trustee or the Depositor may
require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee
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 or the
Depositor, and (ii) the Trustee shall require the transferee to execute an investment letter
acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to
the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee 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 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 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 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 amended (“ERISA”), nor a person acting on behalf of any such plan, which
representation letter shall not be an expense of the Trustee 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 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 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:



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     (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 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 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 notification to the
Trustee 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 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 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 shall be
paid and delivered by the Trustee 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 and each other Certificateholder from and
against any cost, liability, claim or expense, including any tax, incurred as a



46









 







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 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 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 and the Trustee
harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee 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 about to become distributable, or shall have become subject to retirement in
full, instead of issuing a new Certificate, the Trustee 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 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 or the Certificate Registrar in connection
therewith.



     Upon the issuance of any new Certificate under this Section, the Trustee or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in 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



47









 







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
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 Certificate Registrar, any Agent nor any other agent of the Trustee 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 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, 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
[or the Freddie Mac 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 in the Collection Account as part of the Trust Fund as herein provided,
subject to withdrawal by the Trustee for the purposes specified in this Agreement.



          (ii) Except as otherwise expressly provided herein, the Trustee may demand payment or delivery
of, and shall receive and collect, directly and without intervention or



48









 






assistance of any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Trustee pursuant to this Agreement. The Trustee 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 shall not have received an Agency Security Distribution with respect to
an Agency Security on the related Agency Security Distribution Date the Trustee 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 for delivery to the Trustee of an amount equal to such Agency Security Distribution,
together with a Non-Disqualification Opinion. If the Trustee 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, 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 shall hold any 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 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, 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,



49









 







further, that such obligor has made to the Trustee any ERISA representations reasonably
requested by the Trustee, 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, in its commercial banking capacity,
or a common or collective trust fund maintained by the Trustee 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 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).



     (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 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 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 a Depositor Order
directing the Trustee to make such proposed investment subject to the Trustee’s
determination pursuant to the foregoing paragraph (A), as evidenced by its
Investment Statement.



Notwithstanding the foregoing,




50









 






     (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 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 [and Freddie Mac
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
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 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, 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 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 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 on the Closing Date, the



51









 







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 the
Trustee 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 that it is holding such
instruments for the Trustee and that they are identified on its books and records as being held for
and belonging to the Trustee. If all of the instruments required to be delivered to the Trustee on
the Closing Date are not so transferred, until such instruments are so delivered to the Trustee, 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 discretion in one or more Eligible
Investments bearing interest or sold at discount and having the highest yield then available, as
determined by the Trustee 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 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 [after
giving effect to any transfer of funds from the Freddie Mac Reserve Account to the Collection
Account on such date pursuant to Section 4.03(c)] [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 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 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).



52









 





     SECTION 4.03.[ Freddie Mac Reserve Account.]



     (a) [On or before the Closing Date, the Depositor shall open, at the Corporate Trust Office,
one or more accounts that shall collectively be the “Freddie Mac Reserve Account”. Any and all
monies received by the Trustee pursuant to Section 2.02(f), together with any Eligible Investments
in which such monies are or will be invested or reinvested during the term of this Agreement and
all earnings from such investments or reinvestments, shall be held by the Trustee in the Freddie
Mac Reserve Account as part of the Trust Fund, subject to disbursement and withdrawal as herein
provided.]



     (b) [So long as no Deficiency Event or Event of Default shall have occurred and be continuing,
all or a portion of any funds (to the extent they have been collected) in the Freddie Mac Reserve
Account shall be invested and reinvested by the Trustee at the Depositor’s direction in one or more
Eligible Investments bearing interest or sold at a 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. Maturities of such investments pursuant to this Section
4.03(b) on any date shall be such that, on the Business Day immediately preceding each Distribution
Date, there shall be available in the Freddie Mac Reserve Account an amount equal to the Freddie
Mac Reserve Amount for such Distribution Date (or the entire amount that is actually then on
deposit in the Freddie Mac Reserve Account if such amount is less than the Freddie Mac Reserve
Amount for such Distribution Date). If an amount equal to the Freddie Mac Reserve Amount for a
Distribution Date will be so available on such Distribution Date, all other amounts in the Freddie
Mac Reserve Account may be invested without regard to maturity. All income or other gain from
investment of money held in the Freddie Mac Reserve Account shall be deposited by the Trustee in
the Freddie Mac Reserve Account immediately upon receipt, and any loss resulting from such
investments shall be charged to the Freddie Mac Reserve Account.]



     [Notwithstanding the immediately preceding paragraph, if as a result of permitted withdrawals
from the Freddie Mac Reserve Account, the amount remaining therein is less than the Freddie Mac
Reserve Amount for the following Distribution Date, the failure to maintain such amount in the
Freddie Mac Reserve Account shall not be a Default or a Deficiency Event, provided that all funds
then remaining in the Freddie Mac Reserve Account are invested so that they are available for
withdrawal on the next Distribution Date.]



     (c) [Unless a Determination of Insufficiency has been made pursuant to Section 8.03, on the
Business Day prior to each Distribution Date, the Trustee shall withdraw from the Freddie Mac
Reserve Account and deposit in the Collection Account an amount, if any, equal to the greater of




     (i) the excess, if any, of the Optimal Aggregate Regular Certificate Distribution
Amount for such Distribution Date over the aggregate amount of funds then on deposit in the
Collection Account, and




     (ii) the excess, if any, of the amount then on deposit in the Freddie Mac Reserve
Account over the Freddie Mac Reserve Amount for such Distribution Date, but



53









 







only if by Depositor Order the Depositor requests that the Trustee withdraw and
transfer such amount to the Collection Account.]



     (d) [On the Business Day prior to each Special Distribution Date, the Trustee shall withdraw
from the Freddie Mac Reserve Account and deposit in the Collection Account an amount equal to the
lesser of




     (i) the excess, if any, of the Aggregate Special Distribution Amounts for such Special
Distribution Date over the aggregate amount of funds then on deposit in the Collection
Account, and




     (ii) the excess, if any, of the amount then on deposit in the Freddie Mac Reserve
Account over the Freddie Mac Reserve Amount for such Special Distribution Date.]



     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 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 and the Trustee 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 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:




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




     (ii) the Trustee 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 or its agent,




     (iv) the proceeds of each sale of such an investment shall be remitted by the purchaser
thereof directly to the Trustee 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 [or
Freddie Mac 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 making any such disposition,
there shall have been delivered to the Trustee a Non-Disqualification Opinion, and



54









 






     (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 shall so notify the
Depositor and the Depositor shall direct the Trustee 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 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
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
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 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 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.



     (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 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 proposed to make the final distribution to Holders of Certificates pursuant to Section
8.04.




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     (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 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 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 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




     (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 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 a Non-Disqualification Opinion with
respect to such prohibited transaction.



     The Trustee 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 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



56









 







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.



     In addition to any statements required to be delivered or prepared by the Trustee pursuant to
Sections 5.01 and 6.01, the Trustee 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 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.



ARTICLE V




Distributions to Certificateholders on a

Distribution Date; Payment of Expenses




     SECTION 5.01. Distribution Date Statements.



     The Trustee 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 [and
Freddie Mac 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;



57









 






     (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
[and Freddie Mac 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 Freddie
Mac 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 [and, in the case of the Freddie Mac Reserve
Account, a specification as to whether such amount was calculated pursuant to clause (i) or
clause (ii) of Section 4.03(c)];




     (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 during the last month
of a related Due Period differs from the expected amount of Agency Security Distributions used by
the Trustee, in accordance with Section 1.02(c), in determining the Aggregate Regular Certificate
Distribution Amount for a Distribution Date, the Trustee shall


58









 






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 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 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 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 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 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 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



59









 







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 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:




     (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 to Certificateholders.



     On each Distribution Date or Special Distribution Date, the Trustee 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;



60









 





     (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;




     (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 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 and the Independent Accountants appointed and acting
pursuant to Article VII, [and]



61









 






     second, to the payment of any amounts due and payable on such Distribution Date
to the Trustee 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 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 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.



     If any Prohibited Transactions Tax shall be payable prior to a Distribution date, the Trustee,
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 to pay or provide for the payment of any
Prohibited Transactions Tax shall not be construed to prevent the Trustee from contesting any such
tax in appropriate Proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings.



     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 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



62









 







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,




     (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,




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




     (vii) the Available Freddie Mac Reserve Account Withdrawal Amount by the second
Principal Reduction Date after such Special Distribution Determination Date.



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     “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.



     [“Available Freddie Mac Reserve Account Withdrawal Amount”: With respect to the second
Principal Reduction Date following any Special Distribution Determination Date, the excess of (a)
the sum of:




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




     (ii) the aggregate amount receivable as principal of, or interest on, Eligible
Investments in the Freddie Mac 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
Freddie Mac 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,


over (b) the amount that would be the Freddie Mac Reserve Amount on such second Principal Reduction
Date if the Agency Security Distributions on each of the Agency Securities in the month following
the month in which such Special Distribution Determination Date occurs are the Minimum Agency
Security Distributions.]




     “Covered Regular Certificates”: With respect to any Special Distribution Determination Date,
the aggregate principal amount of Outstanding Regular Certificates that can be retired on



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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.


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


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Reduction Date as principal of, or interest on, an Eligible Investment on which the Trustee 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 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 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 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




     (iv) if the Regular Certificates are Retirable, (A) the smallest principal amount of
outstanding Regular Certificates (the “Principal Amount of Retirable Regular



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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 shall verify that the amount of
the current month’s Agency Security Distributions that were assumed by the Trustee 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 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 as of
such time, the Trustee 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 has determined on any Special Distribution Determination Date that the
Regular Certificates are Retirable, the Trustee 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
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.



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     SECTION 6.02. Form of Special Distribution Notice.



     Notices of special distributions on Regular Certificates shall be given by the Trustee 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




     (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



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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 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 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 or any resignation by such firm, the Trustee 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 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 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[, 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 pursuant to Section 5.01
with respect to which a prior report has not been prepared and delivered,




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



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     (iii) a sample, selected by such firm in accordance with generally accepted auditing
standards, of any Investment Statements prepared by the Trustee 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 [and Freddie Mac Reserve Account]
furnished by the Trustee 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 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 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.



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     (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 Determinations.



     Upon the occurrence of a Deficiency Event, the Trustee 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 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 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 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 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.



     SECTION 8.02. Distributions Upon a Determination of Sufficiency.



     (a) In the event that the Trustee shall have made a positive determination pursuant to Section
8.01 (a “Determination of Sufficiency”), the Trustee shall, beginning on the first Deficiency
Distribution Date which occurs more than ten days subsequent to the date upon which the Trustee
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



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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 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] 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 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.



     SECTION 8.03. Distributions Upon a Determination of Insufficiency.



     (a) In the event that the Trustee shall have made a negative determination pursuant to Section
8.01 (a “Determination of Insufficiency”), the Trustee shall, beginning on the first Deficiency
Distribution Date which occurs more than ten days subsequent to the date upon which the Trustee
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.



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     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 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 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
shall not sell all or a portion of the Trust Fund.



     (d) Any Determination of Insufficiency by the Trustee pursuant to Section 8.01 shall be
irrevocable to the effect that, notwithstanding any subsequent event or occurrence which would
permit the Trustee 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



73









 







Outstanding Regular Certificates, the Trustee 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, 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 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 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 of its 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.



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.



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     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 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. No such
resignation shall become effective until the Trustee 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 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.



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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.




     (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 Corporate Trust Office, and such
notice references the Certificates generally, the Depositor, 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



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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.



     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



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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 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. 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 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 pursuant to and under this Section
11.02; and, without limitation, the Trustee 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 in effecting the termination of the responsibilities and rights of the Depositor hereunder.



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     SECTION 11.03. Trustee to Act; Appointment of Successor.



     On and after the time the Depositor receives a notice of termination pursuant to Section
11.02, the Trustee 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 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
hereunder as compensation for its acting as Trustee under this Agreement. Notwithstanding the
above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to
act, appoint, or petition a court of competent jurisdiction to appoint, any established     
         
        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 is prohibited by law from so acting, the Trustee shall act in such
capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee
may make such arrangements for the compensation of such successor out of 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 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 Remedies.



     If an Event of Default occurs and is continuing, the Trustee 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 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 shall give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.



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ARTICLE XII




Termination




     SECTION 12.01. Termination Upon Repurchase by the Depositor or Final Payment of All Agency
Securities.



     The respective obligations and responsibilities of the Depositor and the Trustee created
hereby (other than the obligation to make distributions to Certificateholders as hereinafter set
forth) shall terminate upon (i) the repurchase by the 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 12.02(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 12.01, 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 12.03.



     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 3% of the Aggregate Agency Security Balance at the Closing Date and
(b)         
            ,
2      , and such right is conditioned upon (x) the Depositor’s having previously
given notice of termination as required by Section 12.03, (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 12.02. 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 Trustee and each co-trustee and separate trustee, if any, then acting



85









 







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 Security. Any Agency Security Distributions received by
the Trustee 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 Account or
Freddie Mac Reserve Account that mature subsequent to such Distribution Date, deposit the proceeds
of such sale into the Expense Reserve Account or Freddie Mac Reserve Account and reinvest such
proceeds in accordance with Section 4.03.



     SECTION 12.03. Notice of Termination; Payments to Certificateholders.



     Notice of any termination, specifying the Termination Date upon which Certificateholders may
surrender their Certificates to the Trustee 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 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 and the Certificate Registrar at
the time such notice is given to Certificateholders. Upon presentation and surrender of
Certificates, the Trustee 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 Trustee and the Depositor to the Holders of
Certificates under this Section 12.03, and the provisions of Article III with respect to lost,



86









 







stolen, destroyed or mutilated Certificates and rights to receive distributions on
Certificates shall survive.



ARTICLE XIII




Amendments




     SECTION 13.01. Amendments without Consent of Certificateholders.



     Without the consent of the Holders of any Certificates, the Depositor and the Trustee, at any
time and from time to time, may (subject however, to Section 13.03) enter into one or more
amendments hereto, in form satisfactory to the Trustee, for any of the following purposes:




     (i) 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;




     (ii) 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;




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




     (iv) 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;




     (v) 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 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;



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     (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 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 13.02 of this Agreement.



     SECTION 13.02. 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 and the
Trustee, the Depositor and the Trustee may (subject, however, to Section 13.03) 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 13.02, 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);



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     (6) modify any of the provisions of Article XII 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.



     The Trustee 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
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 13.03. 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 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 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 13.01(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 13.04. 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 and the Trustee of any amendment pursuant to
Section 13.01 or Section 13.02, 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 13.05. 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 shall, bear a notation in form approved by the
Trustee 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 and the Depositor, to any such
amendment may be prepared and executed by the Trustee and authenticated and delivered by the
Certificate Register in exchange for Outstanding Certificates.



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ARTICLE XIV




Miscellaneous




     SECTION 14.01. Form of Documents Delivered to Trustee.



     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, 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, 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,



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however, be construed to affect the Trustee’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 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 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 14.02. 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, 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 Agreement and (subject to Section 10.01) conclusive in
favor of the Trustee 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 or the Depositor in reliance thereon, whether
or not notation of such action is made upon such Certificates.



     SECTION 14.03. Notices, etc. to Trustee 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



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     (1) the Trustee 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 Depositor by the Trustee 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 by the Depositor.



     SECTION 14.04. 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
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, 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 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 14.05. Rules by Trustee and Agents.



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



     SECTION 14.06. 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.



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     SECTION 14.07. 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 14.08. 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 14.09. Benefits of Agreement.



     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 14.10. 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 14.11. 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 or 13.02) 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.



93









 





     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 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 to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent with such written
request has been given to the Trustee 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, 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 shall be entitled to such relief as can be given either at law or in equity.



     SECTION 14.12. 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 14.13. 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 14.14. 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 in compliance with any Opinion of
Counsel delivered pursuant to Section 2.02(a).



     SECTION 14.15. 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 of



94









 







any predecessor or successor of the Depositor or the Trustee with respect to the obligations
of the Depositor or the Trustee under this Agreement or any certificate or other writing delivered
in connection herewith or therewith.



     SECTION 14.16. 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
that Certificates upon execution and delivery thereof by the Trustee and authentication by the
Certificate Registrar are and shall be deemed fully paid.



     SECTION 14.17. 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 XII.



[SIGNATURES APPEAR ON NEXT PAGE]




95









 








     IN WITNESS WHEREOF, the Depositor and the Trustee have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized and the seal of the Depositor and
the Trustee, duly attested, to be hereunto affixed, all as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	                    , as Depositor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	a national banking association, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





96









 






	 	 	 	 	 
	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 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
	 
	 	 	 	 	 	 
	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 







97