Indymac MBS Inc – ‘S-3’ on 2/24/06 – EX-4.3

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered        365   1.82M 
                          Pursuant to a Transaction                              
 2: EX-1.1      Underwriting Agreement                                29     66K 
 3: EX-1.2      Underwriting Agreement                                13     50K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders   207    665K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders    51    195K 
 6: EX-4.3      Instrument Defining the Rights of Security Holders    65    319K 
 7: EX-4.4      Instrument Defining the Rights of Security Holders   177    655K 
 8: EX-5.1      Opinion re: Legality                                   2     12K 

EX-4.3   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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                                                                 EXHIBIT 4.3

INDENTURE 

among 

[                                ] 200__-[   ]  
Issuer  

______________________, 
Trust Administrator 

and 

____________________________________  
Indenture Trustee 

Dated as of ________, 200_  

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TABLE OF CONTENTS 

                                                                        Page
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ARTICLE ONE 
DEFINITIONS AND INCORPORATION BY REFERENCE  

Section 1.01.  Definitions...................................................1  
Section 1.02.  Incorporation by Reference of Trust Indenture Act.............8  
Section 1.03.  Rules of Construction.........................................9  

ARTICLE TWO 
THE NOTES 

Section 2.01.  Form..........................................................9  
Section 2.02.  Execution, Authentication and Delivery.......................10  
Section 2.03.  Limitation on Transfer of Notes..............................11  
Section 2.04.  Registration; Registration of Transfer and Exchange..........12  
Section 2.05.  Mutilated, Destroyed, Lost or Stolen Notes...................13  
Section 2.06.  Persons Deemed Owners........................................14  
Section 2.07.  Payment of Principal and Interest............................14  
Section 2.08.  Cancellation.................................................15  
Section 2.09.  Release of Collateral........................................16  
Section 2.10.  Book-Entry Notes.............................................16  
Section 2.11.  Notices to Clearing Agency...................................17  
Section 2.12.  Definitive Notes.............................................17  
Section 2.13.  Tax Treatment................................................17  

ARTICLE THREE 
COVENANTS 

Section 3.01.  Payment of Principal and Interest............................18  
Section 3.02.  Maintenance of Office or Agency..............................18  
Section 3.03.  Money for Payments to be Held in Trust.......................18  
Section 3.04.  Existence....................................................20  
Section 3.05.  Protection of Collateral.....................................20  
Section 3.06.  Opinions as to Collateral....................................21  
Section 3.07.  Performance of Obligations...................................21  
Section 3.08.  Negative Covenants...........................................22  
Section 3.09.  Annual Statement as to Compliance............................23  
Section 3.10.  Treatment of Notes as Debt for Tax Purposes..................23  
Section 3.11.  [Reserved]...................................................23  
Section 3.12.  No Other Business............................................23  
Section 3.13.  No Borrowing.................................................23  
Section 3.14.  [Reserved]...................................................23  
Section 3.15.  Guarantees, Loans, Advances and Other Liabilities............23  
Section 3.16.  Capital Expenditures.........................................24  

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Section 3.17.  Removal of Trust Administrator...............................24  
Section 3.18.  Restricted Payments..........................................24  
Section 3.19.  Notice of Events of Default..................................24  
Section 3.20.  Further Instruments and Acts.................................24  
Section 3.21.  Covenants of the Issuer......................................24  
Section 3.22.  Representations and Warranties of the Issuer.................25  

ARTICLE FOUR  
SATISFACTION AND DISCHARGE  

Section 4.01.  Satisfaction and Discharge of Indenture......................25  
Section 4.02.  Application of Trust Money...................................27  
Section 4.03.  Repayment of Moneys Held by Paying Agent.....................27  
Section 4.04.  Trust Money Received by Indenture Trustee....................27  

ARTICLE FIVE  
REMEDIES  

Section 5.01.  Events of Default............................................27  
Section 5.02.  Acceleration of Maturity; Rescission and Annulment...........28  
Section 5.03.  Collection of Indebtedness and Suits for Enforcement             
             by Indenture Trustee.........................................29
Section 5.04.  Remedies; Priorities.........................................31  
Section 5.05.  Optional Preservation of the Collateral......................32  
Section 5.06.  Limitation of Suits..........................................33  
Section 5.07.  Unconditional Rights of Noteholders To Receive                   
             Principal and Interest.......................................33
Section 5.08.  Restoration of Rights and Remedies...........................34  
Section 5.09.  Rights and Remedies Cumulative...............................34  
Section 5.10.  Delay or Omission Not a Waiver...............................34  
Section 5.11.  Control by Noteholders.......................................34  
Section 5.12.  Waiver of Past Defaults......................................35  
Section 5.13.  Undertaking for Costs........................................35  
Section 5.14.  Waiver of Stay or Extension Laws.............................35  
Section 5.15.  Action on Notes..............................................36  
Section 5.16.  Performance and Enforcement of Certain Obligations...........36  

ARTICLE SIX 
THE INDENTURE TRUSTEE 

Section 6.01.  Duties of Indenture Trustee..................................36  
Section 6.02.  Rights of Indenture Trustee..................................38  
Section 6.03.  Individual Rights of Indenture Trustee.......................39  
Section 6.04.  Indenture Trustee's Disclaimer...............................39  
Section 6.05.  Notice of Defaults...........................................39  
Section 6.06.  Reports by Trust Administrator to Holders....................39  
Section 6.07.  Compensation and Indemnity...................................39  
Section 6.08.  Replacement of Indenture Trustee.............................40  

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Section 6.09.  Successor Indenture Trustee or Trust Administrator by            
             Merger.......................................................42
Section 6.10.  Appointment of Co-Indenture Trustee or Separate                  
             Indenture Trustee............................................42
Section 6.11.  Eligibility; Disqualification................................43  
Section 6.12.  Representations and Warranties...............................43  
Section 6.13.  Preferential Collection of Claims Against Issuer.............44  

ARTICLE SEVEN 
NOTEHOLDERS' LISTS AND REPORTS  

Section 7.01.  Note Registrar To Furnish to the Indenture Trustee               
             the Names and Addresses of Noteholders.......................44
Section 7.02.  Preservation of Information; Communications to                   
             Noteholders..................................................44
Section 7.03.  Reports by Issuer............................................45  
Section 7.04.  Reports by Indenture Trustee.................................45  

ARTICLE EIGHT 
ACCOUNTS, DISBURSEMENTS AND RELEASES  

Section 8.01.  Collection of Money..........................................46  
Section 8.02.  Collection Account...........................................46  
Section 8.03.  Release of Collateral........................................46  

ARTICLE NINE  
SUPPLEMENTAL INDENTURES 

Section 9.01.  Supplemental Indentures Without Consent of Noteholders.......47  
Section 9.02.  Supplemental Indentures with Consent of Noteholders..........48  
Section 9.03.  Execution of Supplemental Indentures.........................49  
Section 9.04.  Effect of Supplemental Indenture.............................49  
Section 9.05.  Conformity with Trust Indenture Act..........................49  
Section 9.06.  Reference in Notes to Supplemental Indentures................49  
Section 9.07.  Opinion of Counsel...........................................50  

ARTICLE TEN 
REDEMPTION OF NOTES 

Section 10.01. Redemption...................................................50  
Section 10.02. Form of Redemption Notice....................................50  
Section 10.03. Notes Payable on Applicable Redemption Date..................51  

ARTICLE ELEVEN  
MISCELLANEOUS 

Section 11.01. Compliance Certificates and Opinions, etc....................51  
Section 11.02. Form of Documents Delivered to Indenture Trustee.............51  
Section 11.03. Acts of Noteholders..........................................52  
Section 11.04. Notices, etc., to Indenture Trustee, Trust                       
             Administrator, Issuer and Rating Agencies....................53

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Section 11.05. Notices to Noteholders; Waiver...............................53  
Section 11.06. Conflict with Trust Indenture Act............................54  
Section 11.07. Effect of Headings and Table of Contents.....................54  
Section 11.08. Successors and Assigns.......................................54  
Section 11.09. Severability.................................................54  
Section 11.10. Benefits of Indenture and Consents of Noteholders............54  
Section 11.11. Legal Holidays...............................................54  
Section 11.12. Governing Law................................................55  
Section 11.13. Counterparts.................................................55  
Section 11.14. Recording of Indenture.......................................55  
Section 11.15. Trust Obligations............................................55  
Section 11.16. No Petition..................................................56  
Section 11.17. Inspection...................................................56  

EXHIBITS  

EXHIBIT A      Forms of Notes                                                   
EXHIBIT B      Form of ERISA Transfer Affidavit                                 

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This INDENTURE, dated as of ________, 200_, is among                
[                                ] 200__-[   ], a Delaware statutory trust      
(the "Issuer"), ______________________, as Trust Administrator (the "Trust      
Administrator") and ____________________________________, as indenture trustee  
and not in its individual capacity (the "Indenture Trustee").                   

    Each party agrees as follows for the benefit of the other party, for the
equal and ratable benefit of the Holders of the Issuer's variable rate Notes    
in the Classes specified herein (the "Notes"):                                  

GRANTING CLAUSE 

  The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as Indenture Trustee for the benefit of the Holders of the Notes, all of the    
Issuer's right, title and interest, whether now owned or hereafter acquired,    
in and to: (i) the Trust Estate; (ii) the Issuer's rights and benefits but      
none of its obligations under the Sale and Servicing Agreement (including the   
Issuer's right to cause the Seller to repurchase Mortgage Loans from the        
Issuer under the circumstances described therein); (iii) the Trust Account and  
the Interest Rate Cap Account and all amounts and property in the Trust         
Account and the Interest Rate Cap Account from time to time, and the Security   
Entitlements to all Financial Assets credited to such accounts from time to     
time; (iv) all other property of the Trust from time to time; and (v) all       
present and future claims, demands, causes of action and choses in action in    
respect of any or all of the foregoing and all payments on or under and all     
proceeds of every kind and nature whatsoever in respect of any or all of the    
foregoing, including all proceeds of the conversion thereof, voluntary or       
involuntary, into cash or other liquid property, all cash proceeds, accounts,   
accounts receivable, notes, drafts, acceptances, chattel paper, checks,         
deposit accounts, insurance proceeds, condemnation awards, rights to payment    
of any and every kind and other forms of obligations and receivables,           
instruments and other property which at any time constitute all or part of or   
are included in the proceeds of any of the foregoing (collectively, the         
"Collateral").                                                                  

   The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes, and   
to secure (i) the payment of all amounts due on the Notes in accordance with    
their terms, (ii) the payment of all other sums payable under the Indenture     
with respect to the Notes, and (iii) compliance with the provisions of this     
Indenture, all as provided in this Indenture.                                   

   The Indenture Trustee, as Indenture Trustee on behalf of the Holders of
the Notes, acknowledges such Grant, accepts the trusts under this Indenture in  
accordance with the provisions of this Indenture and agrees to perform its      
duties required of it in this Indenture in accordance with its terms.           

ARTICLE ONE 

DEFINITIONS AND INCORPORATION BY REFERENCE  

  Section 1.01.  Definitions.  (a)  Except as otherwise specified herein
or as the context may otherwise require, the following terms have the           
respective meanings set forth below for all purposes of this Indenture.         

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Act:  The meaning specified in Section 11.03(a).                    

    Authorized Officer: With respect to the Issuer, any officer of the Owner
Trustee who is authorized to act for the Owner Trustee in matters relating to   
the Issuer and who is identified on the list of Authorized Officers delivered   
by the Owner Trustee to the Indenture Trustee on the Closing Date (as such      
list may be modified or supplemented from time to time thereafter) and, so      
long as the Sale and Servicing Agreement is in effect, any Vice President,      
Assistant Vice President, Trust Officer or more senior officer of the Trust     
Administrator who is authorized to act for the Trust Administrator in matters   
relating to the Issuer and to be acted upon by the Trust Administrator          
pursuant to the Sale and Servicing Agreement and who is identified on the list  
of Authorized Officers delivered by the Trust Administrator to the Indenture    
Trustee on the Closing Date (as such list may be modified or supplemented from  
time to time thereafter).                                                       

Book-Entry Notes: Beneficial interests in Notes designated as       
"Book-Entry Notes" in this Indenture, ownership and transfers of which shall    
be evidenced or made through book entries by a Clearing Agency as described in  
Section 2.11; provided, that after the occurrence of a condition whereupon      
Definitive Notes are to be issued to Note Owners, such Book-Entry Notes shall   
no longer be "Book-Entry Notes."                                                

Certificate of Trust: The certificate of trust of the Issuer        
substantially in the form of Exhibit C to the Trust Agreement.                  

Clearing Agency: An organization registered as a "clearing agency"  
pursuant to Section 17A of the Exchange Act, as amended. As of the Closing      
Date, the Clearing Agency shall be The Depository Trust Company.                

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

 Clearstream:  Clearstream Banking, societe anonyme, and any successor
thereto.                                                                        

Collateral:  The meaning specified in the Granting Clause of this   
Indenture.                                                                      

Commission:  The Securities and Exchange Commission.                

Corporate Trust Office:  With respect to the Indenture Trustee, the 
designated office of the Indenture Trustee in the State of _________ at which   
at any particular time its corporate trust business with respect to this        
Agreement is administered, which office at the date of the execution of this    
Agreement is located at ______________________________, Attn:                   
________________, and which is the address to which notices to and              
correspondence with the Indenture Trustee should be directed, or at such        
other address as the Indenture Trustee may designate from time to time by       
notice to the Holders, the Issuer and the Trust Administrator or the            
principal corporate trust office of any successor Indenture Trustee.  With      
respect to the Note Registrar and presentment of Notes for registration of      
transfer, exchange or final payment,                                            
__________________________________________, Attention: __________________,      
and for all other purposes, ________________________________, Attention:        
_________________.                                                              

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Current Interest:  As defined in the Sale and Servicing Agreement.  

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

Definitive Notes:  The meaning specified in Section 2.10.           

Depository Institution: Any depository institution or trust company,
including the Indenture Trustee, that (a) is incorporated under the laws of     
the United States of America or any State thereof, (b) is subject to            
supervision and examination by federal or state banking authorities and (c)     
has outstanding unsecured commercial paper or other short term unsecured debt   
obligations that are rated in the highest rating category by each Rating        
Agency, or is otherwise acceptable to each Rating Agency.                       

    Disregarded Entity: An entity that is both (a) solely owned by a REIT or
Qualified REIT Subsidiary and (b) disregarded as an entity separate from its    
owner within the meaning of Section 301.7701-2(c)(2) of the Treasury            
Regulations.                                                                    

Eligible Corporation: A domestic corporation described in section   
860L(a)(2) of the Code that (i) is not the obligor on any debt instrument held  
as part of the Trust, and (ii) is not related, within the meaning of section    
860L(g), to any person who is an obligor on any debt instrument held as part    
of the Trust.                                                                   

Euroclear:  Euroclear SA/NV, as operator of the Euroclear System.   

Event of Default:  The meaning specified in Section 5.01.           

Exchange Act:  The Securities Exchange Act of 1934, as amended.     

   Executive Officer: With respect to any corporation or limited liability
company, the Chief Executive Officer, Chief Operating Officer, Chief Financial  
Officer, President, Manager, Executive Vice President, any Vice President, the  
Secretary or the Treasurer of such entity; and with respect to any              
partnership, any general partner thereof.                                       

Global Securities:  The meaning specified in Section 2.01(a).       

Grant: Mortgage, pledge, bargain, sell, warrant, alienate, remise,  
release, convey, assign, transfer, create, and grant a lien upon and a          
security interest in and a right of set off against, deposit, set over and      
confirm pursuant to this Indenture. A Grant of the Collateral or of any other   
agreement or instrument shall include all rights, powers and options (but none  
of the obligations) of the granting party thereunder, including the immediate   
and continuing right to claim for, collect, receive and give receipt for        
principal and interest payments in respect of the Collateral 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 in the name of the granting party or          
otherwise, and generally to do and receive anything that the granting party is  
or may be entitled to do or receive thereunder or with respect thereto.         

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Holder or Noteholder: A Person in whose name a Note is registered on
the Note Register.                                                              

  Independent: When used with respect to any specified Person, that such
Person (a) is in fact independent of the Issuer, any other obligor on the       
Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does   
not have any direct financial interest or any material indirect financial       
interest in the Issuer, any such other obligor, the Seller or any Affiliate of  
any of the foregoing Persons and (c) is not connected with the Issuer, any      
such other obligor, the Seller or any Affiliate of any of the foregoing         
Persons as an officer, employee, promoter, underwriter, trustee, partner,       
director or person performing similar functions.                                

    Independent Certificate: A certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise           
complying with, the applicable requirements of Section 11.01, made by an        
Independent appraiser or other expert appointed by an Issuer Order, and such    
opinion or certificate shall state that the signer has read the definition of   
"Independent" in this Indenture and that the signer is Independent within the   
meaning thereof.                                                                

Issuer: ___________ Mortgage Investment Trust 200_-__, a Delaware   
statutory trust, or any successor and, for purposes of any provision contained  
herein and required by the TIA, each other obligor on the Notes.                

    Issuer Order or Issuer Request: A written order or request signed in the
name of the Issuer by any one of its Authorized Officers and delivered to the   
Indenture Trustee.                                                              

Non Priority Class Note: As of any date of determination, any       
Outstanding Note other than the related Notes that comprise the Priority Class  
Notes.                                                                          

Note: Any of the [Class AF-1A], [Class AF-1B], [Class AF-2], [Class 
AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class MF-1],  
[Class MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class    
MF-7], [Class MF-8], [Class BF], [Class 2-AV-1], [Class 2-AV-2], [Class         
3-AV-1], [Class 3-AV-2], [Class 3-AV-3], [Class 3-AV-4], [Class MV-1], [Class   
MV-2], [Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7],    
[Class MV-8], [Class BV], [Class PF], [Class PV], [Class CF] or [Class CV]      
Notes issued pursuant to this Indenture, substantially in the forms attached    
hereto as Exhibit A.                                                            

   Note Owner or Owner: With respect to a Book-Entry Note, the Person that
is the beneficial owner of such Book-Entry Note, as reflected on the books of   
the Clearing Agency or on the books of a Person maintaining an account with     
such Clearing Agency (directly as a Clearing Agency Participant or as an        
indirect participant, in each case in accordance with the rules of such         
Clearing Agency), and with respect to a Definitive Note, the Person that is     
the registered owner of such Note as reflected in the Note Register.            

Note Register:  The meaning specified in Section 2.04.              

Note Registrar:  The meaning specified in Section 2.04.  The initial
Note Registrar shall be the Trust Administrator.                                

  Officer's Certificate:  A certificate signed by any Authorized Officer
of the Issuer, under the circumstances described in, and otherwise complying    
with, the applicable requirements of                                            

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Section 11.01, and delivered to the Indenture Trustee. Unless otherwise         
specified, any reference in this Indenture to an Officer's Certificate shall    
be to an Officer's Certificate of any Authorized Officer of the Issuer.         

Outstanding: As of the date of determination, all Notes theretofore 
authenticated and delivered under this Indenture except:                        

          (i) Notes theretofore cancelled by the Note Registrar or delivered
to the Note Registrar for cancellation;                             

          (ii) Notes the payment for which money in the necessary amount has
 been theretofore deposited with the Trust Administrator or any Paying
    Agent in trust for the Holders of such Notes (provided, however, that if
  such Notes are to be redeemed, notice of such redemption has been duly
  given pursuant to this Indenture or provision for such notice has been
made, satisfactory to the Trust Administrator); and                 

        (iii) Notes in exchange for or in lieu of which other Notes have
    been authenticated and delivered pursuant to this Indenture unless proof
    satisfactory to the Trust Administrator is presented that any such Notes
are held by a protected purchaser;                                  

provided, that in determining whether the Holders of the requisite Outstanding  
Balance of the Notes have given any request, demand, authorization, direction,  
notice, consent or waiver hereunder or under any Operative Agreement, Notes     
owned by the Issuer, any other obligor upon the Notes, the Depositor, the       
Owner Trustee, the Indenture Trustee, the Servicer, the Trust Administrator or  
any Affiliate of any of the foregoing Persons shall be disregarded and deemed   
not to be Outstanding, except that, in determining whether the Indenture        
Trustee or Trust Administrator shall be protected in relying upon any such      
request, demand, authorization, direction, notice, consent or waiver, only      
Notes that the Indenture Trustee or Trust Administrator has actual knowledge    
to be so owned shall be so disregarded (unless such action requires the         
consent, waiver, request or demand of [100]% of the Outstanding Balance         
represented by a particular Class and [100]% of the Outstanding Balance         
represented by such Class is registered in the name of one or more of the       
foregoing entities). Notes so owned that have been pledged in good faith may    
be regarded as Outstanding if the pledgee establishes to the satisfaction of    
the Indenture Trustee or Trust Administrator the pledgee's right so to act      
with respect to such Notes and that the pledgee is not the Issuer, any other    
obligor upon the Notes, the Depositor, the Owner Trustee, the Indenture         
Trustee, the Servicer, the Trust Administrator or any Affiliate of any of the   
foregoing Persons.                                                              

Outstanding Balance: The aggregate principal amount of the Notes    
Outstanding as of the date of determination.                                    

Paying Agent: Initially, the Trust Administrator or any other Person
that meets the eligibility standards for the Indenture Trustee specified in     
Section 6.11 and is authorized by the Issuer, in accordance with the provision  
of Section 3.03, to make payments to and distributions from the Trust Account,  
including payments of principal of or interest on the Notes on behalf of the    
Issuer.                                                                         

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 Predecessor Note: With respect to any particular Note, every previous
Note evidencing all or a portion of the same debt as that evidenced by such     
particular Note; and, for the purpose of this definition, any Note              
authenticated and delivered under Section 2.04 in lieu of a mutilated, lost,    
destroyed or stolen Note shall be deemed to evidence the same debt as the       
mutilated, lost, destroyed or stolen Note.                                      

 Priority Class Notes: Until the Class Principal Amounts of the Senior
Notes are reduced to zero and all sums payable to the Holders of the Senior     
Notes have been paid in full, the Senior Notes; when the Class Principal        
Amounts of the Senior Notes have been reduced to zero and all amounts payable   
to the Holders of the Senior Notes have been paid in full, (i) with respect to  
the Fixed Rate Notes, the [Class MF-1] Notes; when the Class Principal Amounts  
of the Senior Notes and the [Class MF-1] Notes have been reduced to zero and    
all sums payable to the Holders of such Classes have been paid in full, the     
[Class MF-2] Notes; when the Class Principal Amounts of the Senior Notes, the   
[Class MF-1] Notes and the [Class MF-2] Notes have been reduced to zero and     
all sums payable to the Holders of such Classes have been paid in full, the     
[Class MF-3] Notes; when the Class Principal Amounts of the Senior Notes, the   
[Class MF-1] Notes, the [Class MF-2] Notes and the [Class MF-3] Notes have      
been reduced to zero and all sums payable to the Holders of such Classes have   
been paid in full, the [Class MF-4] Notes; when the Class Principal Amounts of  
the Senior Notes, the [Class MF-1] Notes, the [Class MF-2] Notes, the [Class    
MF-3] Notes and the [Class MF-4] Notes have been reduced to zero and all sums   
payable to the Holders of such Classes have been paid in full; when the Class   
Principal Amounts of the Senior Notes, the [Class MF-1], the [Class MF-2], the  
[Class MF-3] Notes, and the [Class MF-4] Notes, have been reduced to zero and   
all sums payable to the Holders of such Classes have been paid in full, the     
[Class MF-5] Notes; when the Class Principal Amounts of the Senior Notes, the   
[Class MF-1] Notes, the [Class MF-2] Notes, the[Class MF-3] Notes, the [Class   
MF-4] Notes and the [Class MF-5] Notes have been reduced to zero and all sums   
payable to the Holders of such Classes have been paid in full, the [Class       
MF-6] Notes; when the Class Principal Amounts of the Senior Notes, the [Class   
MF-1] Notes, the [Class MF-2] Notes, the [Class MF-3] Notes, [Class MF-4]       
Notes, the [Class MF-5] Notes and the [Class MF-6] Notes have been reduced to   
zero and all sums payable to the Holders of such Classes have been paid in      
full, the [Class MF-7] Notes; and when the Class Principal Amounts of the       
Senior Notes, the [Class MF-1] Notes, the [Class MF-2] Notes, the [Class MF-3]  
Notes, the [Class MF-4] Notes, the [Class MF-5] Notes, the [Class MF-6] Notes   
and the [Class MF-7] Notes have been reduced to zero and all sums payable to    
the Holders of such Classes have been paid in full, the [Class MF-8] Notes,     
when the Class Principal Amounts of the Senior Notes, the [Class MF-1] Notes,   
the [Class MF-2] Notes, the [Class MF-3] Notes, [Class MF-4] Notes, the [Class  
MF-5] Notes, the [Class MF-6] Notes and the [Class MF-7] Notes have been        
reduced to zero and all sums payable to the Holders of such Classes have been   
paid in full, the [Class MF-8] Notes; and when the Class Principal Amounts of   
the Senior Notes, the [Class MF-1] Notes, the [Class MF-2] Notes, the [Class    
MF-3] Notes, the [Class MF-4] Notes, the [Class MF-5] Notes, the [Class MF-6]   
Notes, the [Class MF-7] Notes and the [Class MF-8] Notes have been reduced to   
zero and all sums payable to the Holders of such Classes have been paid in      
full, the [Class BF] Notes and (ii) with respect to the Adjustable Rate Notes,  
the [Class MV-1] Notes; when the Class Principal Amounts of the Senior Notes    
and the [Class MV-1] Notes have been reduced to zero and all sums payable to    
the Holders of such Classes have been paid in full, the [Class MV-2] Notes;     
when the Class Principal Amounts of the Senior Notes, the [Class MV-1] Notes    
and the [Class MV-2] Notes have been reduced to zero and all sums payable to    
the Holders of such Classes                                                     

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have been paid in full, the [Class MV-3] Notes; when the Class Principal        
Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class MV-2] Notes     
and the [Class MV-3] Notes have been reduced to zero and all sums payable to    
the Holders of such Classes have been paid in full, the [Class MV-4] Notes;     
when the Class Principal Amounts of the Senior Notes, the [Class MV-1] Notes,   
the [Class MV-2] Notes, the [Class MV-3] Notes and the [Class MV-4] Notes have  
been reduced to zero and all sums payable to the Holders of such Classes have   
been paid in full; when the Class Principal Amounts of the Senior Notes, the    
[Class MV-1], the [Class MV-2], the [Class MV-3] Notes, and the [Class MV-4]    
Notes, have been reduced to zero and all sums payable to the Holders of such    
Classes have been paid in full, the [Class MV-5] Notes; when the Class          
Principal Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class       
MV-2] Notes, the[Class MV-3] Notes, the [Class MV-4] Notes and the [Class       
MV-5] Notes have been reduced to zero and all sums payable to the Holders of    
such Classes have been paid in full, the [Class MV-6] Notes; when the Class     
Principal Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class       
MV-2] Notes, the [Class MV-3] Notes, [Class MV-4] Notes, the [Class MV-5]       
Notes and the [Class MV-6] Notes have been reduced to zero and all sums         
payable to the Holders of such Classes have been paid in full, the [Class       
MV-7] Notes; and when the Class Principal Amounts of the Senior Notes, the      
[Class MV-1] Notes, the [Class MV-2] Notes, the [Class MV-3] Notes, the [Class  
MV-4] Notes, the [Class MV-5] Notes, the [Class MV-6] Notes and the [Class      
MV-7] Notes have been reduced to zero and all sums payable to the Holders of    
such Classes have been paid in full, the [Class MV-8] Notes; when the Class     
Principal Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class       
MV-2] Notes, the [Class MV-3] Notes, [Class MV-4] Notes, the [Class MV-5]       
Notes, the [Class MV-6] Notes and the [Class MV-7] Notes have been reduced to   
zero and all sums payable to the Holders of such Classes have been paid in      
full, the [Class MV-8] Notes; and when the Class Principal Amounts of the       
Senior Notes, the [Class MV-1] Notes, the [Class MV-2] Notes, the [Class MV-3]  
Notes, the [Class MV-4] Notes, the [Class MV-5] Notes, the [Class MV-6] Notes,  
the [Class MV-7] Notes and the [Class MV-8] Notes have been reduced to zero     
and all sums payable to the Holders of such Classes have been paid in full,     
the [Class BF] Notes.                                                           

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

Prospective Owner:  Each prospective purchaser and any subsequent   
transferee of a Note.                                                           

   Rating Agency Condition: With respect to any action to which the Rating
Agency Condition applies, that each Rating Agency shall have been given [10]    
days (or such shorter period as is acceptable to each Rating Agency) prior      
notice thereof and that each Rating Agency shall have notified the Depositor,   
the Issuer and the Indenture Trustee in writing that such action will not       
result in a reduction or withdrawal of the then current rating of the rated     
Notes.                                                                          

 Redemption Date: In the case of a redemption of the Notes pursuant to
Section 10.01, the Payment Date specified by the Trust Administrator in the     
notice delivered pursuant to Section 10.02.                                     

 Responsible Officer: When used with respect to the Indenture Trustee,
any vice president, any assistant vice president, any associate, or any other   
officer of the Indenture Trustee customarily performing functions similar to    
those performed by any of the above                                             

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designated officers who at such time shall be officers to whom, with respect    
to a particular matter, such matter is referred because of such officer's       
knowledge of and familiarity with the particular subject and who shall have     
direct responsibility for the administration of this Agreement. With respect    
to the Trust Administrator, any officer in the corporate trust department or    
similar group of the Trust Administrator with direct responsibility for the     
administration of this Agreement and also, with respect to a particular         
corporate trust matter, any other officer to whom such matter is referred       
because of his or her knowledge of and familiarity with the particular          
subject.                                                                        

[Retained Notes: Means those certain classes, or portions of certain
classes, of Notes which, at the time of their issuance,                         
________________________ or one of its qualified REIT subsidiaries or a         
Disregarded Entity acquires beneficial ownership thereof.]                      

   Sale and Servicing Agreement: The Sale and Servicing Agreement dated as
of ________, 200_, among the Issuer, IndyMac MBS, Inc., as depositor,           
______________________, as seller, servicer and trust administrator, the        
Indenture Trustee, ________________________, as seller and                      
_____________________, as servicer, as such may be amended or supplemented      
from time to time.                                                              

Senior Notes: Any of the [Class AF-1A], [Class AF-1B], [Class AF-2],
[Class AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class  
2-AV-1], [Class 2-AV-2], [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] or      
[Class 3-AV-4] Notes.                                                           

   State:  Any one of the 50 States of the United States of America or the
District of Columbia.                                                           

Trust:  The Delaware statutory trust known as                       
"[                                ] 200__ [   ]."                               

   Trust Indenture Act or TIA: The Trust Indenture Act of 1939 as in force
on the date hereof, unless otherwise specifically provided.                     

(b)   Except as otherwise specified herein or as the context may    
otherwise require, capitalized terms used but not otherwise defined herein      
shall have the meanings assigned to them in the Sale and Servicing Agreement.   

Section 1.02.  Incorporation by Reference of Trust Indenture Act.   
Whenever this Indenture refers to a provision of the TIA, the provision is      
incorporated by reference in and made a part of this Indenture. The following   
TIA terms used in this Indenture have the following meanings:                   

"indenture securities" means the Notes.                             

"indenture security holder" means a Noteholder.                     

"indenture to be qualified" means this Indenture.                   

"indenture trustee" or "institutional trustee" means the Indenture  
Trustee.                                                                        

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"obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.                                            

    (a)   All other TIA terms used in this Indenture that are defined in the
TIA, defined by TIA reference to another statute or defined by rule of the      
Securities and Exchange Commission have the respective meanings assigned to     
them by such definitions.                                                       

Section 1.03.  Rules of Construction. Unless the context otherwise  
requires:                                                                       

(i) a term has the meaning assigned to it;              

     (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting     
principles as in effect from time to time;                          

(iii) "or" is not exclusive;                            

(iv) "including" means including without limitation;    

     (v) words in the singular include the plural and words in the
plural include the singular;                                        

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

       (vii) terms defined in the UCC and not otherwise defined herein
shall have the meaning assigned to them in the UCC; and             

     (viii) to "U.S. dollars", "dollars", or the sign "$" shall be
construed as references to United States dollars which are freely   
transferable by residents and non-residents of the United States of 
America and convertible by such persons into any other freely       
 convertible currency unless such transferability or convertibility is
restricted by any law or regulation of general application in which 
   event references to "U.S. dollars", "dollars", or the sign "$" shall be
    construed as references to such coin or currency of the United States of
   America as at the time of payment shall be legal tender for the payment
    of public and private debts in the United States of America, and "cents"
shall be construed accordingly.                                     

ARTICLE TWO 

THE NOTES 

Section 2.01.  Form.  (a)  The Notes shall be designated as the     
"[                                ] 200__ [   ]"  The Notes, together with      
the Trust Administrator's certificate of authentication, shall be in            
substantially the forms set forth in Exhibit A with such appropriate            
insertions,                                                                     

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omissions, substitutions and other variations as are required or permitted by   
this Indenture, and may have such letters, numbers or other marks of            
identification and such legends or endorsements placed thereon as may,          
consistently herewith, be determined by the officers executing such Notes, as   
evidenced by their execution of the Notes. Any portion of the text of any Note  
may be set forth on the reverse thereof, with an appropriate reference thereto  
on the face of the Note.                                                        

  The Definitive Notes and the global certificates ("Global Securities")
representing the Book-Entry Notes shall be typewritten, printed, lithographed   
or engraved or produced by any combination of these methods (with or without    
steel engraved borders), all as determined by the officers executing such       
Notes, as evidenced by their execution of such Notes.                           

 Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibit A are part of the terms of this Indenture.       

  Section 2.02.  Execution, Authentication and Delivery. The Notes shall
be executed on behalf of the Issuer by any Authorized Officer of the Owner      
Trustee. The signature of any such Authorized Officer on the Notes may be       
manual or facsimile.                                                            

   Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Owner Trustee or the Trust               
Administrator shall bind the Issuer, notwithstanding that such individuals or   
any of them have ceased to hold such offices prior to the authentication and    
delivery of such Notes or did not hold such offices at the date of such Notes.  

The Trust Administrator shall, upon Issuer Order, authenticate and  
deliver the Notes for original issue in the aggregate principal amounts with    
respect to each Class as specified below:                                       

                          Class               Class Principal Amount
                          -----               ----------------------
        [Class AF-1A]................        $__________
        [Class AF-1B]................        $__________
        [Class AF-2].................        $__________
        [Class AF-3].................        $__________
        [Class AF-4].................        $__________
        [Class AF-5A]................        $__________
        [Class AF-5B]................        $__________
        [Class AF-6].................        $__________
        [Class MF-1].................        $__________
        [Class MF-2].................        $__________
        [Class MF-3].................        $__________
        [Class MF-4].................        $__________
        [Class MF-5].................        $__________
        [Class MF-6].................        $__________
        [Class MF-7].................        $__________
        [Class MF-8].................        $__________
        [Class BF]...................        $__________
        [Class 2-AV-1]...............        $__________
        [Class 2-AV-2]...............        $__________

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        [Class 3-AV-1]...............        $__________
        [Class 3-AV-2]...............        $__________
        [Class 3-AV-3]...............        $__________
        [Class 3-AV-4]...............        $__________
        [Class MV-1].................        $__________
        [Class MV-2].................        $__________
        [Class MV-3].................        $__________
        [Class MV-4].................        $__________
        [Class MV-5].................        $__________
        [Class MV-6].................        $__________
        [Class MV-7].................        $__________
        [Class MV-8].................        $__________
        [Class BV]...................        $__________
---------------------------                                                     

   The aggregate principal amounts of such Classes of Notes outstanding at
any time may not exceed such respective amounts.                                

The [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class
AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class 2-AV-1], [Class       
2-AV-2], [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] or [Class 3-AV-4]       
Notes will be issued in minimum denominations of $[25,000] and integral         
multiples of $[1] in excess thereof. The [Class MF-1], [Class MF-2], [Class     
MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7], [Class MF-8],    
[Class BF], [Class MV-1], [Class MV-2], [Class MV-3], [Class MV-4], [Class      
MV-5], [Class MV-6], [Class MV-7], [Class MV-8] or [Class BV] Notes will be     
issued in minimum denominations of $[100,000] and integral multiples of $[1]    
in excess thereof.                                                              

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

Section 2.03.  Limitation on Transfer of Notes. (a) No transfer of a
Note in the form of a Definitive Note shall be made unless the Note Registrar   
shall have received a representation from the transferee of such Note,          
acceptable to and in form and substance satisfactory to the Note Registrar and  
the Depositor (such requirement is satisfied only by the Note Registrar's       
receipt of a transfer affidavit from the transferee substantially in the form   
of Exhibit B hereto), to the effect that such transferee (i) is not acquiring   
such note for, or with the assets of, an employee benefit plan or other         
retirement arrangement that is subject to Section 406 of ERISA or to Section    
4975 of the Code or to any substantially similar law ("Similar Law"), or any    
entity deemed to hold the plan assets of the foregoing (collectively, "Benefit  
Plans"), or (ii) its acquisition and holding of such Notes for, or with the     
assets of, a Benefit Plan will not result in a non-exempt prohibited            
transaction under Section 406 of ERISA or Section 4975 of the Code which is     
not covered under Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE   
90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption,    
and will not result in a non-exempt violation of any Similar Law.               

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    In the case of a Note that is a Book-Entry Note, for purposes of clauses
(i) or (ii) of the preceding paragraph, such representations shall be deemed    
to have been made to the Note Registrar by the transferee's acceptance of such  
Note that is a Book-Entry Note (or the acceptance by a Note Holder of the       
beneficial interest in such Note).                                              

None of the Indenture Trustee, the Trust Administrator, the Note    
Registrar or the Depositor shall have any liability to any Person for any       
registration of transfer of any Note that is in fact not permitted by this      
Section 2.03(a) or for the Trust Administrator or the Paying Agent making any   
payments due on such Note 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 by the Note Registrar in accordance with the        
foregoing requirements. In addition, none of the Indenture Trustee, the Trust   
Administrator, the Note Registrar or the Depositor shall be required to         
monitor, determine or inquire as to compliance with the transfer restrictions   
with respect to any Note in the form of a Book-Entry Note, and none of the      
Indenture Trustee, the Trust Administrator, the Note Registrar or the           
Depositor shall have any liability for transfers of Book-Entry Notes or any     
interests therein made in violation of the restrictions on transfer described   
in the Prospectus and this Agreement.                                           

  In the event that a Note is transferred to a Person that does not meet
the requirements of this Section 2.03, such transfer shall be of no force and   
effect, shall be void ab initio, and shall not operate to transfer any rights   
to such Person, notwithstanding any instructions to the contrary to the         
Issuer, the Indenture Trustee or any intermediary; and the Trust Administrator  
shall not make any payments on such Note for as long as such Person is the      
Holder of such Note.                                                            

    Each Note shall contain a legend substantially similar to the applicable
legend provided in Exhibit A hereto stating that transfer of such Notes is      
subject to certain restrictions as set forth herein.                            

   (b)   Any purported transfer of a Note (or any interest therein) not in
accordance with this Section 2.03 shall be null and void and shall not be       
given effect for any purpose hereunder.                                         

(c)   The Trust Administrator will not have the ability to monitor  
transfers of the Notes while they are in book-entry form and will have no       
liability for transfers of Book-Entry Notes in violation of any of the          
transfer restrictions described in this Section 2.03.                           

   Section 2.04.  Registration; Registration of Transfer and Exchange. The
Issuer shall cause the Note Registrar to keep a register (the "Note Register")  
in which, subject to such reasonable regulations as it may prescribe and the    
restrictions on transfers of the Notes set forth herein, the Issuer shall       
provide for the registration of Notes and the registration of transfers of      
Notes. The Trust Administrator initially shall be the "Note Registrar" for the  
purpose of registering Notes and transfers of Notes as herein provided. Upon    
any resignation of any Note Registrar, the Issuer shall promptly appoint a      
successor or, if it elects not to make such an appointment, assume the duties   
of Note Registrar.                                                              

If a Person other than the Trust Administrator is appointed by the  
Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the    
Trust Administrator prompt written notice of the appointment of such Note       
Registrar and of the location, and any change in the                            

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location, of the Note Register, and the Indenture Trustee shall have the right  
to inspect the Note Register at all reasonable times and to obtain copies       
thereof, and the Indenture Trustee shall have the right to rely upon a          
certificate executed on behalf of the Note Registrar by an Executive Officer    
thereof as to the names and addresses of the Holders of the Notes and the       
principal amounts and number of such Notes.                                     

   Subject to Section 2.03, upon surrender for registration of transfer of
any Note at the office or agency of the Issuer to be maintained as provided in  
Section 3.02, the Issuer shall execute, and the Note Registrar shall            
authenticate and the Noteholder shall be entitled to obtain from the Note       
Registrar, in the name of the designated transferee or transferees, one or      
more new Notes of the same Class in any authorized denominations, of a like     
aggregate principal amount.                                                     

  At the option of the Holder, Notes may be exchanged for other Notes of
the same Class in any authorized denominations, of a like aggregate principal   
amount, upon surrender of the Notes to be exchanged at such office or agency.   
Whenever any Notes are so surrendered for exchange, the Issuer shall execute,   
and the Note Registrar shall authenticate and the Noteholder shall be entitled  
to obtain from the Trust Administrator, the Notes which the Noteholder making   
the exchange is entitled to receive.                                            

   All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Issuer, evidencing the same debt, and     
entitled to the same benefits under this Indenture, as the Notes surrendered    
upon such registration of transfer or exchange.                                 

Every Note presented or surrendered for registration of transfer or 
exchange shall be duly endorsed by, or be accompanied by a written instrument   
of transfer in form satisfactory to the Note Registrar duly executed by, the    
Holder thereof or such Holder's attorney duly authorized in writing, with such  
signature guaranteed by an "eligible guarantor institution" meeting the         
requirements of the Note Registrar, which requirements include membership or    
participation in the Securities Transfer Agent's Medallion Program ("STAMP")    
or such other "signature guarantee program" as may be determined by the Note    
Registrar in addition to, or in substitution for, STAMP.                        

No service charge shall be made to a Holder for any registration of 
transfer or exchange of Notes, but the Issuer or the Note Registrar may         
require payment of a sum sufficient to cover any tax or other governmental      
charge that may be imposed in connection with any registration of transfer or   
exchange of Notes, other than exchanges pursuant to Section 2.05 not involving  
any transfer.                                                                   

The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register          
transfers or exchanges of Notes selected for redemption or of any Note for a    
period of [15] days preceding the due date for any payment with respect to      
such Note.                                                                      

 Section 2.05.  Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Trust Administrator, or the Trust          
Administrator receives evidence to its satisfaction of the destruction, loss    
or theft of any Note, and (ii) there is delivered to the Trust Administrator    
such security or indemnity as may be required by it to hold the Issuer and the  

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Trust Administrator harmless, then, in the absence of actual notice to the      
Issuer, the Note Registrar or the Trust Administrator that such Note has been   
acquired by a protected purchaser, and upon certification provided by the       
Holder of such Note that the requirements of Section 8-405 of the Relevant UCC  
are met, the Issuer shall execute, and upon its request the Note Registrar      
shall authenticate and deliver, in exchange for or in lieu of any such          
mutilated, destroyed, lost or stolen Note, a replacement Note; provided,        
however, that if any such destroyed, lost or stolen Note, but not a mutilated   
Note, shall have become or within [seven] days shall be due and payable, or     
shall have been called for redemption, instead of issuing a replacement Note,   
the Issuer may pay such destroyed, lost or stolen Note when so due or payable   
or upon the Redemption Date without surrender thereof. If, after the delivery   
of such replacement Note or payment of a destroyed, lost or stolen Note         
pursuant to the proviso to the preceding sentence, a bona fide purchaser of     
the original Note in lieu of which such replacement Note was issued presents    
for payment such original Note, the Issuer and the Note Registrar shall be      
entitled to recover such replacement Note (or such payment) from the Person to  
whom it was delivered or any Person taking such replacement Note from such      
Person to whom such replacement Note was delivered or any assignee of such      
Person, except a protected purchaser, and shall be entitled to recover upon     
the security or indemnity provided therefor to the extent of any loss, damage,  
cost or expense incurred by the Issuer or the Trust Administrator in            
connection therewith.                                                           

Upon the issuance of any replacement Note under this Section, the   
Issuer, the Trust Administrator or the Note Registrar may require the payment   
by the Holder of such Note 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 Trust               
Administrator) connected therewith.                                             

    Every replacement Note issued pursuant to this Section in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original      
additional contractual obligation of the Issuer, whether or not the mutilated,  
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and  
shall be entitled to all the benefits of this Indenture equally and             
proportionately with any and all other Notes 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 Notes.                       

Section 2.06.  Persons Deemed Owners. Prior to due presentment for  
registration of transfer of any Note, the Issuer, the Trust Administrator, the  
Indenture Trustee and any agent of the Issuer, the Trust Administrator or the   
Indenture Trustee may treat the Person in whose name any Note is registered     
(as of the day of determination) as the owner of such Note for the purpose of   
receiving payments of principal of and interest, if any, on such Note and for   
all other purposes whatsoever, whether or not such Note be overdue, and none    
of the Issuer, the Trust Administrator, the Indenture Trustee or any agent of   
the Issuer, the Trust Administrator or the Indenture Trustee shall be affected  
by notice to the contrary.                                                      

Section 2.07.  Payment of Principal and Interest. (a) Each Class of 
Notes shall accrue interest at the applicable Note Interest Rate as set forth   
in the Sale and Servicing Agreement, and                                        

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such interest shall be payable on each Payment Date, subject to Section 3.01.   
Interest shall be computed on each Class of Notes on the basis of a 360-day     
year and the actual number of days elapsed in each Accrual Period. With         
respect to each outstanding Class of Notes, the Trust Administrator shall       
determine LIBOR for each applicable Accrual Period on the second LIBOR          
Business Day prior thereto, in accordance with the provisions of the Sale and   
Servicing Agreement. All interest payments on each Class of Notes shall be      
made in the order provided for in Section [6.02] of the Sale and Servicing      
Agreement. Any installment of interest or principal payable on any Note shall   
be paid on the applicable Payment Date to the Person in whose name such Note    
(or one or more Predecessor Notes) is registered on the Record Date by check    
mailed first-class postage prepaid to such Person's address as it appears on    
the Note Register on such Record Date or, upon written request made to the      
Note Registrar and the Paying Agent at least [five] Business Days prior to the  
related Record Date, by the Holder of a Note having an initial Note Principal   
Amount of not less than $[2,500,000] by wire transfer in immediately available  
funds to an account specified in the request and at the expense of such         
Noteholder, except that, unless Definitive Notes have been issued pursuant to   
Section 2.12, with respect to Notes registered on the Record Date in the name   
of the nominee of the Clearing Agency (initially, such nominee to be Cede &     
Co.), payment will be made by wire transfer in immediately available funds to   
the account designated by such nominee, except for the final installment of     
principal payable with respect to such Note on a Payment Date or on the         
applicable Maturity Date for such Class of Notes (and except for the            
Termination Price for any Note called for redemption pursuant to Section        
10.01), which shall be payable as provided below. The funds represented by any  
such checks returned undelivered shall be held in accordance with Section       
3.03.                                                                           

(b)   The principal of the Notes shall be payable in installments on
each Payment Date as provided herein and in the Notes, subject to Section       
3.01. Notwithstanding the foregoing, the entire unpaid principal amount of the  
Notes shall be due and payable, if not previously paid, on the date on which    
an Event of Default shall have occurred and be continuing, or if the Indenture  
Trustee or Holders of the Notes representing not less than a majority of the    
Outstanding Balance of the Priority Class Notes have declared the Notes to be   
immediately due and payable in the manner provided in Section 5.02. All         
principal payments on a Class of Notes shall be made in accordance with         
Section [6.02] of the Sale and Servicing Agreement. The Trust Administrator     
shall notify the Person in whose name a Note is registered at the close of      
business on the Record Date preceding the Payment Date on which the Issuer      
expects that the final installment of principal of and interest on such Note    
will be paid. Such notice shall be mailed or transmitted by facsimile no later  
than [five] Business Days prior to such final Payment Date and shall specify    
that such final installment will be payable only upon presentation and          
surrender of such Note and shall specify the place where such Note may be       
presented and surrendered for payment of such installment. Notices in           
connection with redemptions of Notes shall be mailed to Noteholders as          
provided in Section 10.02.                                                      

Section 2.08.  Cancellation. All Notes surrendered for payment,     
registration of transfer, exchange or redemption shall, if surrendered to any   
Person other than the Trust Administrator, be delivered to the Trust            
Administrator and shall be promptly cancelled by the Trust Administrator. The   
Issuer may at any time deliver to the Note Registrar for cancellation any       
Notes previously authenticated and delivered hereunder which the Issuer may     
have acquired in any manner whatsoever, and all Notes so delivered shall be     
promptly cancelled by the Trust Administrator. No Notes shall be authenticated  
in lieu of or in exchange for any Notes cancelled as provided in                

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this Section, except as expressly permitted by this Indenture. All cancelled    
Notes may be held or disposed of by the Note Registrar in accordance with its   
standard retention or disposal policy as in effect at the time unless the       
Issuer shall direct by an Issuer Order that they be destroyed or returned to    
it; provided, that such Issuer Order is timely and the Notes have not been      
previously disposed of by the Trust Administrator.                              

  Section 2.09.  Release of Collateral. (a) Except as otherwise provided
in subsections (b) and (c) of this Section and the terms of the Operative       
Agreements, the Indenture Trustee shall release property from the lien of this  
Indenture only upon receipt by it of an Issuer Request accompanied by (i) an    
Officer's Certificate, (ii) an Opinion of Counsel, (iii) certificates in        
accordance with TIA Sections 314(c) and (d)(1), and (iv)(A) Independent         
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or (B) an     
Opinion of Counsel in lieu of such Independent Certificates to the effect that  
the TIA does not require any such Independent Certificates; provided that no    
such Independent Certificates or Opinion of Counsel in lieu of such             
Independent Certificates shall be necessary in respect of property released     
from the lien of the Indenture in accordance with the provisions hereof if      
such property consists solely of cash.                                          

    (b)   The Servicer, on behalf of the Issuer, shall be entitled to obtain
a release from the lien of this Indenture for any Mortgage Loan and the         
Mortgaged Property at any time (i) after a payment by the Seller or the Issuer  
of the Purchase Price of the Mortgage Loan, (ii) after a Qualifying Substitute  
Mortgage Loan is substituted for such Mortgage Loan and payment of the          
Substitution Amount, if any, (iii) after liquidation of the Mortgage Loan in    
accordance with the Sale and Servicing Agreement and the deposit of all         
Liquidation Proceeds and Insurance Proceeds in the Collection Account, (iv)     
upon the termination of a Mortgage Loan (due to, among other causes, a          
prepayment in full of the Mortgage Loan and sale or other disposition of the    
related Mortgaged Property), or (v) as contemplated by Section [9.02] of the    
Sale and Servicing Agreement.                                                   

  Section 2.10.  Book-Entry Notes. Each Class of Notes will be issued in
the form of typewritten Notes or Global Securities representing the Book-Entry  
Notes, to be delivered to, or to the Trust Administrator as custodian for, the  
initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes  
shall be registered initially on the Note Register in the name of Cede & Co.,   
the nominee of the initial Clearing Agency, and no Owner thereof will receive   
a Definitive Note representing such Note Owner's interest in such Note, except  
as provided in Section 2.12. Unless and until definitive, fully registered      
Notes (the "Definitive Notes") have been issued to such Note Owners pursuant    
to Section 2.12:                                                                

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

    (ii) the Note Registrar, the Indenture Trustee and the Trust
    Administrator shall be entitled to deal with the Clearing Agency for all
 purposes of this Indenture (including the payment of principal of and
interest on the Notes and the giving of instructions or directions  
    hereunder) as the sole holder of the Notes, and shall have no obligation
to the Note Owners;                                                 

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

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          (iv) the rights of Note Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by law and
  agreements between such Note Owners and the Clearing Agency and/or the
   Clearing Agency Participants pursuant to the Note Depository Agreement.
  Unless and until Definitive Notes are issued pursuant to Section 2.12,
the Note Registrar shall not register any transfer of a beneficial  
    interest in a Book-Entry Note; and the initial Clearing Agency will make
   book entry transfers among the Clearing Agency Participants and receive
   and transmit payments of principal of and interest on the Notes to such
Clearing Agency Participants; and                                   

     (v) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of Notes     
evidencing a specified percentage of the Outstanding Balance of the 
    Notes (or the Priority Class Notes), the Clearing Agency shall be deemed
to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners and/or Clearing Agency 
Participants owning or representing, respectively, such required    
percentage of the beneficial interest in the Notes and has delivered
  such instructions to the Indenture Trustee or the Trust Administrator,
as the case may be.                                                 

 Section 2.11.  Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and   
until Definitive Notes shall have been issued to such Note Owners pursuant to   
Section 2.12, the Trust Administrator shall give all such notices and           
communications specified herein to be given to Holders of the Notes to the      
Clearing Agency, and shall have no obligation to such Note Owners.              

    Section 2.12.  Definitive Notes. If (i) the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the  
Book-Entry Notes and the Depositor is unable to locate a qualified successor    
or (ii) after the occurrence of an Event of Default hereunder, Note Owners of   
the Book-Entry Notes representing beneficial interests aggregating not less     
than [50]% of the Outstanding Balance of the Book-Entry Notes advise the        
Clearing Agency and the Trust Administrator in writing that the continuation    
of a book entry system through the Clearing Agency is no longer in the best     
interests of such Note Owners, then the Trust Administrator shall direct the    
Clearing Agency to notify all Note Owners and the Note Registrar of the         
occurrence of any such event and of the availability of Definitive Notes for    
their Book-Entry Notes. Upon surrender to the Note Registrar of the             
typewritten Notes representing the Book-Entry Notes by the Clearing Agency,     
accompanied by registration instructions, the Issuer shall execute and the      
Note Registrar shall authenticate the Definitive Notes in accordance with the   
instructions of the Clearing Agency. None of the Issuer, the Note Registrar,    
Trust Administrator or the Indenture Trustee shall be liable for any delay in   
delivery of such instructions and may conclusively rely on, and shall be        
protected in relying on, such instructions. Upon the issuance of Definitive     
Notes, the Indenture Trustee and the Trust Administrator shall recognize the    
Holders of the Definitive Notes as Noteholders.                                 

Section 2.13.  Tax Treatment. The Issuer has entered into this      
Indenture, and the Notes will be issued, with the intention that, for federal,  
state and local income, single business and franchise tax purposes, the Notes   
(other than the Retained Notes) will qualify as indebtedness of the Issuer      
secured by the Collateral. The Issuer, by entering into this Indenture, and     
each Noteholder, by its acceptance of a Note (and each Note Owner by its        
acceptance of an interest in                                                    

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the applicable Book-Entry Note), agree to treat the Notes for federal, state    
and local income, single business and franchise tax purposes as indebtedness    
of the Issuer.                                                                  

ARTICLE THREE 

COVENANTS 

  Section 3.01.  Payment of Principal and Interest. The Issuer will duly
and punctually pay (or will cause to be duly and punctually paid) the           
principal of and interest on the Notes in accordance with the terms of the      
Notes and this Indenture. Amounts properly withheld under the Code by any       
Person from a payment to any Noteholder of interest and/or principal shall be   
considered as having been paid by the Issuer to such Noteholder for all         
purposes of this Indenture.                                                     

  The Notes shall be non-recourse obligations of the Issuer and shall be
limited in right of payment to amounts available from the Collateral as         
provided in this Indenture. The Issuer shall not otherwise be liable for        
payments of the Notes, and none of the owners, agents, officers, directors,     
employees, or successors or assigns of the Issuer shall be personally liable    
for any amounts payable, or performance due, under the Notes or this            
Indenture. If any other provision of this Indenture shall be deemed to          
conflict with the provisions of this Section 3.01, the provisions of this       
Section 3.01 shall control.                                                     

 Section 3.02.  Maintenance of Office or Agency. The Note Registrar on
behalf of the Issuer will maintain an office or agency where Notes may be       
surrendered for registration of transfer or exchange, and where notices and     
demands to or upon the Issuer in respect of the Notes and this Indenture may    
be served.                                                                      

 Section 3.03.  Money for Payments to be Held in Trust. As provided in
Section 8.02, all payments of amounts due and payable with respect to any       
Notes that are to be made from amounts withdrawn from the Collection Account    
pursuant to Article [VI] of the Sale and Servicing Agreement shall be made on   
behalf of the Issuer by the Trust Administrator or by another Paying Agent,     
and no amounts so withdrawn from the such account for payments of Notes shall   
be paid over to the Issuer except as provided in this Section.                  

 On or before the Business Day preceding each Payment Date, the Issuer
shall deposit or cause to be deposited in the Collection Account an aggregate   
sum sufficient to pay the amounts then becoming due under the Notes, such sum   
to be held in trust for the benefit of the Persons entitled thereto, and        
(unless the Paying Agent is the Trust Administrator) shall promptly notify the  
Trust Administrator of its action or failure so to act.                         

 The Trust Administrator is hereby appointed the initial Paying Agent.
Any successor Paying Agent shall be appointed by Issuer Order with written      
notice thereof to the Indenture Trustee and the Trust Administrator. Any        
Paying Agent appointed by the Issuer shall be a Person that would be eligible   
to be Trust Administrator hereunder as provided in Section 6.11. The Issuer     
shall not appoint any Paying Agent (other than the Trust Administrator) which   
is not, at the time of such appointment, a Depository Institution.              

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The Issuer shall cause each Paying Agent other than the Trust       
Administrator, as initial Paying Agent, to execute and deliver to the           
Indenture Trustee and the Trust Administrator an instrument in which such       
Paying Agent shall agree with the Indenture Trustee (and if the Trust           
Administrator acts as Paying Agent, it hereby so agrees), subject to the        
provisions of this Section, that such Paying Agent will:                        

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

    (ii) give the Indenture Trustee notice of any default by the
  Issuer of which the Paying Agent has actual knowledge in the making of
any payment required to be made with respect to the Notes;          

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

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

        (v) comply with all requirements of the Code with respect to the
   withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable
   reporting requirements in connection therewith; provided, however, that
with respect to reporting requirements applicable to original issue 
   discount, the accrual of market discount or the amortization of premium
  on the Notes, the Depositor shall have first provided the calculations
   pertaining thereto and the amount of any resulting withholding taxes to
the Trust Administrator and the Paying Agent.                       

The Issuer may at any time, for the purpose of obtaining the        
satisfaction and discharge of this Indenture or for any other purpose, by       
Issuer Order direct any Paying Agent to pay to the Trust Administrator all      
sums held in trust by such Paying Agent, such sums to be held by the Trust      
Administrator upon the same trusts as those upon which the sums were held by    
such Paying Agent; and upon such payment by any Paying Agent to the Trust       
Administrator, such Paying Agent shall be released from all further liability   
with respect to such money.                                                     

  Subject to applicable laws with respect to escheat of funds, any money
held by the Trust Administrator or any Paying Agent in trust for the payment    
of any amount due with respect to any Note and remaining unclaimed for two      
years after such amount has become due and payable shall be discharged from     
such trust and be paid to the Issuer on Issuer Request; and the Holder of such  
Note shall thereafter, as an unsecured general creditor, look only to the       
Issuer for payment thereof (but only to the extent of the amounts so paid to    
the Issuer), and all liability of the Trust Administrator or such Paying Agent  
with respect to such trust money shall thereupon cease;                         

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provided, however, that the Trust Administrator or such Paying Agent, before    
being required to make any such repayment, shall at the expense and direction   
of the Issuer cause to be published once, in a newspaper published in the       
English language, customarily published on each Business Day and of general     
circulation in The City of New York (including, but not limited to, The Wall    
Street Journal), notice that such money remains unclaimed and that, after a     
date specified therein, which shall not be less than [30] days from the date    
of such publication, any unclaimed balance of such money then remaining will    
be repaid to the Issuer. The Trust Administrator or Paying Agent shall also     
adopt and employ, at the expense and direction of the Issuer, any other         
reasonable means of notification of such repayment (including, but not limited  
to, mailing notice of such repayment to Holders whose Notes have been called    
but have not been surrendered for redemption or whose right to or interest in   
moneys due and payable but not claimed is determinable from the records of the  
Trust Administrator or of any Paying Agent, at the last address of record for   
each such Holder).                                                              

 Section 3.04.  Existence. (a) The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the     
State of Delaware (unless it becomes, or any successor Issuer hereunder is or   
becomes, organized under the laws of any other State or of the United States    
of America, in which case the Issuer will keep in full effect its existence,    
rights and franchises under the laws of such other jurisdiction) and will       
obtain and preserve its qualification to do business in each jurisdiction in    
which such qualification is or shall be necessary to protect the validity and   
enforceability of this Indenture, the Notes, the Collateral and each other      
instrument or agreement included in the Collateral.                             

  (b)   Any successor to the Owner Trustee appointed pursuant to Section
9.03 of the Trust Agreement shall be the successor Owner Trustee under this     
Indenture without the execution or filing of any paper, instrument or further   
act to be done on the part of the parties hereto.                               

(c)   Upon any consolidation or merger of or other succession to the
Owner Trustee, the Person succeeding to the Owner Trustee under the Trust       
Agreement may exercise every right and power of the Owner Trustee under this    
Indenture with the same effect as if such Person had been named as the Owner    
Trustee herein.                                                                 

 Section 3.05.  Protection of Collateral. The Issuer will from time to
time execute, deliver and file all such supplements and amendments hereto and   
all such financing statements, continuation statements, instruments of further  
assurance and other instruments, and will take such other action necessary or   
advisable to:                                                                   

        (i) maintain or preserve the lien and security interest (and the
 priority thereof) of this Indenture or carry out more effectively the
purposes hereof,                                                    

      (ii) perfect, publish notice of or protect the validity of any
Grant made or to be made by this Indenture;                         

   (iii) enforce any rights with respect to the Collateral; or

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          (iv) preserve and defend title to the Collateral and the rights of
    the Indenture Trustee and the Noteholders in such Collateral against the
claims of all persons and parties.                                  

 The Issuer hereby designates the Trust Administrator as its agent and
attorney in fact to prepare and file amendments, if a Responsible Officer of    
the Trust Administrator has actual knowledge of a need to amend, and to         
prepare and file continuation statements or other instruments required to be    
filed pursuant to this Section 3.05 and hereby authorizes it to file in any     
filing office such amendment to financing statement, or continuation statement  
required to be filed pursuant to this Section 3.05.                             

Section 3.06.  Opinions as to Collateral. On the Closing Date, the  
Issuer shall furnish to the Trust Administrator and the Indenture Trustee an    
Opinion of Counsel to the effect that either, in the opinion of such counsel,   
such action has been taken with respect to the recording and filing of this     
Indenture, any indentures supplemental hereto, and any other requisite          
documents, and with respect to the execution and filing of any financing        
statements and continuation statements, as are necessary to make effective the  
lien and security interest of this Indenture, or stating that, in the opinion   
of such counsel, no such action is necessary to make such lien and security     
interest effective.                                                             

   Section 3.07.  Performance of Obligations. (a) The Issuer will not take
any action and will use its best efforts not to permit any action to be taken   
by others that would release any Person from any of such Person's material      
covenants or obligations under any instrument or agreement included in the      
Collateral or that would result in the amendment, hypothecation,                
subordination, termination or discharge of, or impair the validity or           
effectiveness of, any such instrument or agreement, except as expressly         
provided in this Indenture, the Sale and Servicing Agreement or such other      
instrument or agreement.                                                        

(b)   The Issuer may contract with other Persons to assist it in    
performing its duties under this Indenture, and any performance of such duties  
by a Person identified to the Indenture Trustee in an Officer's Certificate of  
the Issuer shall be deemed to be action taken by the Issuer. Initially, the     
Issuer has contracted with the Trust Administrator pursuant to the Sale and     
Servicing Agreement to assist the Issuer in performing certain of its duties    
under this Indenture.                                                           

(c)   The Issuer will punctually perform and observe all of its     
obligations and agreements contained in this Indenture, the Operative           
Agreements and in the instruments and agreements included in the Collateral,    
including but not limited to filing or causing to be filed all financing        
statements and continuation statements required to be filed by the terms of     
this Indenture and the Sale and Servicing Agreement in accordance with and      
within the time periods provided for herein and therein.                        

  (d)   If a responsible officer of the Owner Trustee shall have written
notice or actual knowledge of the occurrence of an Event of Default under the   
Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture    
Trustee and each Rating Agency thereof.                                         

   (e)   As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section         
[8.01(a)] of the Sale and Servicing                                             

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Agreement, the Indenture Trustee shall proceed in accordance with Section       
[8.01] and [8.02] of the Sale and Servicing Agreement                           

(f)   Without derogating from the absolute nature of the assignment 
granted to the Indenture Trustee under this Indenture or the rights of the      
Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without    
the prior written consent of the Holders of at least a majority in Outstanding  
Balance of the Notes affected thereby, amend, modify, waive, supplement,        
terminate or surrender, or agree to any amendment, modification, supplement,    
termination, waiver or surrender of, the terms of any Collateral or the         
Operative Agreements (except to the extent otherwise provided in any such       
Operative Agreement), or waive timely performance or observance by the Trust    
Administrator, Servicer or the Depositor of its respective duties under the     
Sale and Servicing Agreement; and (ii) that any such amendment shall not (A)    
increase or reduce in any manner the amount of, or accelerate or delay the      
timing of, payments that are required to be made for the benefit of the         
Noteholders or (B) reduce the aforesaid percentage of the Notes that is         
required to consent to any such amendment, without the consent of the Holders   
of all the Outstanding Notes affected thereby. If any such amendment,           
modification, supplement or waiver shall be so consented to by such Holders,    
the Issuer agrees, promptly following a request by the Indenture Trustee to do  
so, to execute and deliver, in its own name and at its own expense, such        
agreements, instruments, consents and other documents as the Indenture Trustee  
may deem necessary or appropriate in the circumstances.                         

    Section 3.08.  Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:                                                           

       (i) except as expressly permitted by this Indenture or the Sale
  and Servicing Agreement, sell, transfer, exchange or otherwise dispose
of any of the properties or assets of the Issuer, including those   
included in the Collateral;                                         

          (ii) claim any credit on, or make any deduction from the principal
or interest payable in respect of, the Notes (other than amounts    
    properly withheld from such payments under the Code) or assert any claim
    against any present or former Noteholder by reason of the payment of the
taxes levied or assessed upon any part of the Collateral;           

        (iii) (A) permit the validity or effectiveness of this Indenture
to be impaired, or permit the lien of this Indenture to be amended, 
hypothecated, subordinated, terminated or discharged, or permit any 
   Person to be released from any covenants or obligations with respect to
the Notes under this Indenture except as may be expressly permitted 
  hereby, (B) permit any lien, charge, excise, claim, security interest,
    mortgage or other encumbrance (other than the lien of this Indenture) to
be created on or extend to or otherwise arise upon or burden the    
  Collateral or any part thereof or any interest therein or the proceeds
thereof (other than tax liens, mechanics' liens and other liens that
  arise by operation of law, in each case with respect to any Collateral
    and arising solely as a result of an action or omission of a Borrower or
as otherwise permitted in the Sale and Servicing Agreement) or (C)  
permit the lien of this Indenture not to constitute a valid first   
  priority (other than with respect to any such tax, mechanics' or other
lien) or as otherwise permitted in the Sale and Servicing Agreement)
security interest in the Collateral;                                

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  (iv) dissolve or liquidate in whole or in part or merge or
consolidate with any other Person;                                  

          (v) remove the Trust Administrator without cause unless the Rating
Agency Condition shall have been satisfied in connection with such  
removal;                                                            

         (vi) [take any other action or fail to take any action that would
 jeopardize the status of the Holder of the Ownership Certificate as a
   REIT, Qualified REIT Subsidiary or Disregarded Entity under the Code or
result in an imposition of tax on the Issuer]; or                   

       (vii) except with the prior written consent of the Noteholders,
take any action described in Section 5.06 of the Trust Agreement.   

Section 3.09.  Annual Statement as to Compliance. The Issuer will   
deliver to the Indenture Trustee, within [120] days after the end of each       
fiscal year of the Issuer (commencing with the fiscal year 200_), an Officer's  
Certificate stating, as to the Authorized Officer signing such Officer's        
Certificate, that:                                                              

         (i) a review of the activities of the Issuer during such year and
of its performance under this Indenture has been made under such    
Authorized Officer's supervision; and                               

         (ii) to the best of such Authorized Officer's knowledge, based on
  such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year or, if there has been a   
default in its compliance with any such condition or covenant,      
 specifying each such default known to such Authorized Officer and the
nature and status thereof.                                          

  Section 3.10.  Treatment of Notes as Debt for Tax Purposes. The Issuer
shall, and shall cause the Trust Administrator and the Servicer to, treat the   
Notes as indebtedness for all federal, state and local income, single           
business, and franchise tax purposes.                                           

Section 3.11.  [Reserved]                                           

Section 3.12.  No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the     
Collateral in the manner contemplated by this Indenture and the Operative       
Agreements and activities incidental thereto.                                   

   Section 3.13.  No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any           
indebtedness other than the Notes.                                              

Section 3.14.  [Reserved].                                          

    Section 3.15.  Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Sale and Servicing Agreement or this Indenture, the      
Issuer shall not make any loan or advance or credit to, or guarantee (directly  
or indirectly or by an instrument having the effect of assuring another's       
payment or performance on any obligation or capability of so doing or           
otherwise), endorse or otherwise become contingently liable, directly or        
indirectly, in                                                                  

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connection with the obligations, stocks or dividends of, or own, purchase,      
repurchase or acquire (or agree contingently to do so) any stock, obligations,  
assets or securities of, or any other interest in, or make any capital          
contribution to, any other Person.                                              

Section 3.16.  Capital Expenditures. The Issuer shall not make any  
expenditure (by long-term or operating lease or otherwise) for capital assets   
(either realty or personalty).                                                  

   Section 3.17.  Removal of Trust Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Trust Administrator without cause  
unless the Issuer has received a letter from each Rating Agency to the effect   
that such removal will not cause the then current ratings on the Notes to be    
qualified, reduced or withdrawn.                                                

 Section 3.18.  Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any payment (by reduction of capital   
or otherwise), whether in cash, property, securities or a combination thereof,  
to the Owner Trustee or any owner of a beneficial interest in the Issuer or     
otherwise with respect to any ownership or equity interest or security in or    
of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value     
any such ownership or equity interest or security or (iii) set aside or         
otherwise segregate any amounts for any such purpose; provided, however, the    
Issuer may make, or cause to be made, payments and distributions as             
contemplated by, and to the extent funds are available for such purpose under,  
the Sale and Servicing Agreement, this Indenture or the Trust Agreement. The    
Issuer will not, directly or indirectly, make payments to or from the           
Collection Account except in accordance with this Indenture and the Operative   
Agreements.                                                                     

  Section 3.19.  Notice of Events of Default. The Issuer shall promptly,
and in no event more than [three] Business Days following such event, give the  
Indenture Trustee, Trust Administrator and each Rating Agency written notice    
of each Event of Default hereunder, and each default on the part of the Trust   
Administrator, Servicer or the Depositor of its obligations under the Sale and  
Servicing Agreement, to the extent a responsible officer of the Owner Trustee   
shall have written notice or actual knowledge thereof.                          

Section 3.20.  Further Instruments and Acts. Upon request of the    
Indenture Trustee or the Trust Administrator, the Issuer will execute and       
deliver such further instruments and do such further acts as may be reasonably  
necessary or proper to carry out more effectively the purpose of this           
Indenture.                                                                      

  Section 3.21.  Covenants of the Issuer. All covenants of the Issuer in
this Indenture are covenants of the Issuer and are not covenants of the Owner   
Trustee in its individual capacity. The Owner Trustee is, and any successor     
Owner Trustee under the Trust Agreement will be, entering into this Indenture   
on behalf of the Issuer solely as Owner Trustee under the Trust Agreement and   
not in its respective individual capacity, and in no case whatsoever shall the  
Owner Trustee or any such successor Owner Trustee be personally liable on, or   
for any loss in respect of, any of the statements, representations, warranties  
or obligations of the Issuer hereunder, as to all of which the parties hereto   
agree to look solely to the property of the Issuer.                             

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 Section 3.22.  Representations and Warranties of the Issuer. (a) With
respect to the Mortgage Notes, the Issuer represents and warrants that:         

  (i) This Indenture creates a valid and continuing security
interest (as defined in the applicable Uniform Commercial Code (the 
 "UCC") in the Mortgage Notes in favor of the Indenture Trustee, which
security interest is prior to all other liens, and is enforceable as
such against creditors of and purchasers from the Issuer;           

   (ii) The Mortgage Notes constitute "instruments" within the
meaning of the applicable UCC;                                      

      (iii) The Issuer owns and has good title to the Mortgage Notes
free and clear of any lien, claim or encumbrance of any Person;     

        (iv) The Issuer has received all consents and approvals required
  by the terms of the Mortgage Notes to the pledge of the Mortgage Notes
hereunder to the Indenture Trustee;                                 

        (v) All original executed copies of each Mortgage Note have been
    or will be delivered to the Indenture Trustee (or its custodian), as set
forth in the Sale and Servicing Agreement;                          

       (vi) The Issuer has received a written acknowledgement from the
Indenture Trustee (or its custodian) that it is holding the Mortgage
Notes solely on behalf and for the benefit of the Indenture Trustee;

       (vii) Other than the security interest granted to the Indenture
Trustee pursuant to this Indenture, the Issuer has not pledged,     
 assigned, sold, granted a security interest in, or otherwise conveyed
  any of the Mortgage Notes. The Issuer has not authorized the filing of
and is not aware of any financing statements against the Issuer that
include a description of the collateral covering the Mortgage Notes 
other than a financing statement relating to the security interest  
   granted to the Indenture Trustee hereunder or that has been terminated.
   The Issuer is not aware of any judgment or tax lien filings against the
Issuer; and                                                         

    (viii) None of the Mortgage Notes has any marks or notations
  indicating that they have been pledged, assigned or otherwise conveyed
to any Person other than the Indenture Trustee.                     

   (b)   The representations and warranties set forth in this Section 3.22
shall survive the Closing Date and shall not be waived.                         

ARTICLE FOUR  

SATISFACTION AND DISCHARGE  

   Section 4.01.  Satisfaction and Discharge of Indenture.  This Indenture
shall cease to be of further effect with respect to the Notes, except as to     
(i) rights of registration of transfer and                                      

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exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes,      
(iii) rights of Noteholders to receive payments of principal thereof and        
interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.12 and 3.13, (v) the  
rights, obligations and immunities of the Indenture Trustee hereunder           
(including the rights of the Indenture Trustee under Section 6.07), (vi) the    
rights, obligations and immunities of the Trust Administrator hereunder         
(including the obligations of the Trust Administrator under Section 4.02) and   
(vii) the rights of Noteholders as beneficiaries hereof with respect to the     
property so deposited with the Trust Administrator payable to all or any of     
them, and the Indenture Trustee, on demand of and at the expense of the         
Issuer, shall execute proper instruments acknowledging satisfaction and         
discharge of this Indenture with respect to the Notes, when either (I) the      
Sale and Servicing Agreement has been terminated pursuant to Section [9.01]     
thereof or (II)                                                                 

(A) either                                                          

         (1) all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have been replaced  
or paid as provided in Section 2.05 and (ii) Notes for whose payment money has  
theretofore been deposited in trust or segregated and held in trust by the      
Issuer and thereafter repaid to the Issuer or discharged from such trust, as    
provided in Section 3.03) have been delivered to the Trust Administrator for    
cancellation; or                                                                

          (2) all Notes not theretofore delivered to the Trust Administrator
for cancellation                                                                

a. have become due and payable,             

             b. will become due and payable at the applicable Maturity
Date within one year, or                                

            c. are to be called for redemption within one year under
    arrangements satisfactory to the Trust Administrator for the
        giving of notice of redemption by the Trust Administrator in the
name, and at the expense, of the Issuer,                

and the Issuer, in the case of a., b. or c. above, has irrevocably deposited    
or caused to be irrevocably deposited with the Trust Administrator cash or      
direct obligations of or obligations guaranteed by the United States of         
America (which will mature prior to the date such amounts are payable), in      
trust for such purpose, in an amount sufficient to pay and discharge the        
entire indebtedness on such Notes not theretofore delivered to the Trust        
Administrator or Note Registrar for cancellation when due to the Maturity       
Date or Redemption Date (if the Notes are called for redemption pursuant to     
Section 10.01 hereof), as the case may be;                                      

 (B)   the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer;                                

(C)   the Issuer has delivered to the Indenture Trustee an Officer's
       Certificate and an Opinion of Counsel (at the Issuer's expense)
and (if required by the TIA or the Indenture Trustee) an
Independent Certificate from a firm of certified public 
        accountants, each meeting the applicable requirements of Section
11.01 hereof                                            

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   and, subject to Section 11.02 hereof, each stating that all
conditions precedent herein provided for relating to the
        satisfaction and discharge of this Indenture with respect to the
Notes have been complied with; and                      

(D)   the Issuer has delivered to each Rating Agency notice of such 
satisfaction and discharge.                             

Section 4.02.  Application of Trust Money. All moneys deposited with
the Trust Administrator pursuant to Sections 3.03 and 4.01 hereof shall be      
held in trust and applied by it, in accordance with the provisions of the       
Notes and this Indenture, to the payment, either directly or through any        
Paying Agent, as the Trust Administrator may determine, to the Holders of the   
particular Notes for the payment or redemption of which such moneys have been   
deposited with the Trust Administrator, of all sums due and to become due       
thereon for principal and interest; but such moneys need not be segregated      
from other funds except to the extent required herein or in the Sale and        
Servicing Agreement or required by law.                                         

  Section 4.03.  Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the       
Notes, all moneys then held by any Paying Agent other than the Trust            
Administrator under the provisions of this Indenture with respect to such       
Notes shall, upon demand of the Issuer, be paid to the Trust Administrator to   
be held and applied according to Section 3.03 and thereupon such Paying Agent   
shall be released from all further liability with respect to such moneys.       

Section 4.04.  Trust Money Received by Indenture Trustee. If the    
Indenture Trustee receives any moneys in respect of the Collateral (other than  
with respect to any amounts in respect of any payments or reimbursements of     
fees, expenses or indemnity amounts properly owing to the Indenture Trustee     
pursuant to the terms of any of the Operative Agreements), the Indenture        
Trustee shall remit promptly such funds to the Trust Administrator.             

ARTICLE FIVE  

REMEDIES  

Section 5.01.  Events of Default. "Event of Default", wherever used 
herein, means any one of the following events (whatever the reason for such     
Event of Default and whether it shall be voluntary or involuntary or be         
effected by operation of law or pursuant to any judgment, decree or order of    
any court or any order, rule or regulation of any administrative or             
governmental body):                                                             

       (i) Default for one month or more in the payment of any Current
Interest on the Notes when the same becomes due and payable under   
Section [6.02] of the Sale and Servicing Agreement;                 

          (ii) failure to pay the entire principal of any Note when the same
    becomes due and payable under the Sale and Servicing Agreement or on the
applicable Maturity Date;                                           

        (iii) failure to observe or perform any covenant or agreement of
    the Issuer made in this Indenture (other than a covenant or agreement, a
default in the observance or                                        

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performance of which is elsewhere in this Section specifically dealt
with), or any representation or warranty of the Issuer made in this 
Indenture or in any certificate or other writing delivered pursuant 
  hereto or in connection herewith proving to have been incorrect in any
   material respect as of the time when the same shall have been made, and
such default shall continue or not be cured, or the circumstance or 
condition in respect of which such misrepresentation or warranty was
incorrect shall not have been eliminated or otherwise cured, for a  
   period of [30] days after there shall have been given, by registered or
   certified mail, to the Issuer by the Indenture Trustee or to the Issuer
and the Indenture Trustee by the Holders of at least [25]% of the   
Outstanding Balance of the Notes, a written notice specifying such  
  default or incorrect representation or warranty and requiring it to be
   remedied and stating that such notice is a notice of Default hereunder;

         (iv) the filing of a decree or order for relief by a court having
    jurisdiction in the premises in respect of the Issuer or any substantial
part of the Collateral in an involuntary case under any applicable  
federal or state bankruptcy, insolvency or other similar law now or 
hereafter in effect, or appointing a receiver, liquidator, assignee,
 custodian, trustee, sequestrator or similar official of the Issuer or
  for any substantial part of the Collateral, or ordering the winding up
  or liquidation of the Issuer's affairs, and such decree or order shall
remain unstayed and in effect for a period of [60] consecutive days;

   (v) [the receipt of notice from the Holder of the Ownership
    Certificate to the Indenture Trustee of such Holder's failure to qualify
as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity]; or 

         (vi) the commencement by the Issuer of a voluntary case under any
   applicable federal or state bankruptcy, insolvency or other similar law
    now or hereafter in effect, or the consent by the Issuer to the entry of
 an order for relief in an involuntary case under any such law, or the
consent by the Issuer to the appointment or taking possession by a  
receiver, liquidator, assignee, custodian, trustee, sequestrator or 
similar official of the Issuer or for any substantial part of the   
 Collateral, or the making by the Issuer of any general assignment for
   the benefit of creditors, or the failure by the Issuer generally to pay
  its debts as such debts become due, or the taking of any action by the
Issuer in furtherance of any of the foregoing.                      

 The Issuer shall deliver to the Indenture Trustee, within [five] days
after the occurrence thereof, written notice in the form of an Officer's        
Certificate of any event which with the giving of notice and the lapse of time  
would become an Event of Default under clause (iii), its status and what        
action the Issuer is taking or proposes to take with respect thereto.           

    Section 5.02.  Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case    
the Indenture Trustee may, or shall, at the direction of the Holders of Notes   
representing not less than a majority of the Outstanding Balance of the         
Priority Class Notes, declare all the Notes to be immediately due and payable,  
by a notice in writing to the Issuer (and to the Indenture Trustee if given by  
Noteholders), and upon any such declaration the unpaid principal amount of      
such Notes, together                                                            

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with accrued and unpaid interest on the Notes through the date of               
acceleration, shall become immediately due and payable.                         

   At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been      
obtained by the Indenture Trustee as hereinafter in this Article Five           
provided, the Holders of Notes representing a majority of the Outstanding       
Balance of the Priority Class Notes, by written notice to the Issuer and the    
Indenture Trustee, may rescind and annul such declaration and its consequences  
if:                                                                             

         (i) the Issuer has paid or deposited with the Trust Administrator
a sum sufficient to pay:                                            

    (A)   all payments of principal of and interest on all affected Priority
          Class Notes and all other amounts that would then be due hereunder
      or upon such Notes if the Event of Default giving rise to such
acceleration had not occurred; and                      

  (B)   all sums paid or advanced by the Indenture Trustee hereunder and
         the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee and its agents and counsel; and

    (ii) all Events of Default, other than the nonpayment of the
   principal of the Notes that has become due solely by such acceleration,
have been cured or waived as provided in Section 5.12.              

No such rescission shall affect any subsequent default or impair any right      
consequent thereto.                                                             

   The Holders of Non Priority Class Notes shall have no right to exercise
any Noteholders' rights referred to in this Article Five, except to the extent  
expressly provided herein.                                                      

  Section 5.03.  Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the  
payment of any Current Interest on any Note when the same becomes due and       
payable, and such default continues for a period of [five] days, or (ii)        
default is made in the payment of the principal of any Note when the same       
becomes due and payable on the applicable Maturity Date, the Issuer will, upon  
demand of the Indenture Trustee, pay to the Trust Administrator, for the        
benefit of the Holders of the Notes, the whole amount then due and payable on   
such Notes for principal and interest, with interest on the overdue principal   
and, to the extent payment at such rate of interest shall be legally            
enforceable, on overdue installments of interest at the rate borne by the       
Notes and, in addition thereto, pay to the Indenture Trustee such further       
amount as shall be sufficient to cover the costs and expenses of collection,    
including the reasonable compensation, expenses, disbursements and advances of  
the Indenture Trustee and its agents and counsel.                               

  (b)   In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an        
express trust, may institute a Proceeding for the collection of the sums so     
due and unpaid, and may prosecute such Proceeding to judgment or final decree,  
and may enforce the same against the Issuer upon such Notes and collect in the  
manner provided by law out of the property of the Issuer upon such Notes,       
wherever situated, the moneys adjudged or decreed to be payable.                

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(c)   If an Event of Default occurs and is continuing, the Indenture
Trustee may, in its discretion, or shall, at the direction of the Holders of    
Priority Class Notes representing not less than a majority of the Outstanding   
Balance thereof, as more particularly provided in Section 5.04, proceed to      
protect and enforce its rights and the rights of the Noteholders, by such       
appropriate Proceedings as the Indenture Trustee shall deem most effective to   
protect and enforce any such rights, whether for the specific enforcement of    
any covenant or agreement in this Indenture or in aid of the exercise of any    
power granted herein, or to enforce any other proper remedy or legal or         
equitable right vested in the Indenture Trustee by this Indenture or by law.    

(d)   In case there shall be pending, relative to the Issuer or any 
other obligor upon the Notes or any Person having or claiming an ownership      
interest in the Collateral, Proceedings under Title 11 of the United States     
Code or any other applicable federal or state bankruptcy, insolvency or other   
similar law, or in case a receiver, assignee or trustee in bankruptcy or        
reorganization, or liquidator, sequestrator or similar official shall have      
been appointed for or taken possession of the Issuer or its property or such    
other obligor or Person, or in case of any other comparable judicial            
Proceedings relative to the Issuer or other obligor upon the Notes, or to the   
creditors or property of the Issuer or such other obligor, the Indenture        
Trustee, irrespective of whether the principal of any Notes shall then be due   
and payable as therein expressed or by declaration or otherwise and             
irrespective of whether the Indenture Trustee shall have made any demand        
pursuant to the provisions of this Section, shall be entitled and empowered,    
by intervention in such Proceedings or otherwise:                               

       (i) to file and prove a claim or claims for the whole amount of
  principal and interest owing and unpaid in respect of the Notes and to
   file such other papers or documents as may be necessary or advisable in
  order to have the claims of the Indenture Trustee (including any claim
for reasonable compensation to the Indenture Trustee and each       
 predecessor Indenture Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities  
incurred, and all advances made, by the Indenture Trustee and each  
  predecessor Indenture Trustee, except as a result of negligence or bad
faith) and of the Noteholders allowed in such Proceedings;          

         (ii) unless prohibited by applicable law and regulations, to vote
on behalf of the Holders of Notes in any election of a trustee, a   
standby trustee or Person performing similar functions in any such  
Proceedings;                                                        

         (iii) to collect and receive any moneys or other property payable
    or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Indenture  
Trustee on their behalf; and                                        

          (iv) to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the    
Indenture Trustee or the Holders of Notes allowed in any Proceedings
relative to the Issuer, its creditors and its property;             

and any trustee, receiver, liquidator, custodian or other similar official in   
any such Proceeding is hereby authorized by each of such Noteholders to make    
payments to the Trust Administrator and, in such event or in the event that     
the Indenture Trustee shall consent to the making of                            

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payments directly to such Noteholders, to pay to the Indenture Trustee such     
amounts as shall be sufficient to cover reasonable compensation to the          
Indenture Trustee, each predecessor Indenture Trustee and their respective      
agents, attorneys and counsel, and all other expenses and liabilities incurred  
by it or its agents, and all advances made, by the Indenture Trustee and each   
predecessor Indenture Trustee except as a result of negligence or bad faith.    

(e)   Nothing herein contained shall be deemed to authorize the     
Indenture Trustee to authorize or consent to or vote for or accept or adopt on  
behalf of any Noteholder any plan of reorganization, arrangement, adjustment    
or composition affecting the Notes or the rights of any Holder thereof or to    
authorize the Indenture Trustee to vote in respect of the claim of any          
Noteholder in any such proceeding except, as aforesaid, to vote for the         
election of a trustee in bankruptcy or similar Person.                          

    (f)   All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without     
the possession of any of the Notes or the production thereof in any trial or    
other Proceedings relative thereto, and any such action or Proceedings          
instituted by the Indenture Trustee shall be brought in its own name as         
trustee of an express trust, and any recovery of judgment, subject to the       
payment of the expenses, disbursements and compensation of the Indenture        
Trustee, each predecessor Indenture Trustee and their respective agents and     
attorneys, shall be for the ratable benefit of the Holders of the Notes.        

   (g)   In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to  
which the Indenture Trustee shall be a party), the Indenture Trustee shall be   
held to represent all the Holders of the Notes, and it shall not be necessary   
to make any Noteholder a party to any such Proceedings.                         

 Section 5.04.  Remedies; Priorities. (a) If an Event of Default shall
have occurred and be continuing, the Indenture Trustee may, and at the          
direction of Holders of Priority Class Notes representing a majority of the     
Outstanding Balance thereof shall, do one or more of the following (subject to  
Section 5.05):                                                                  

      (i) institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on the 
Notes or under this Indenture with respect thereto, whether by      
    declaration or otherwise, enforce any judgment obtained and collect from
 the Issuer and any other obligor upon such Notes moneys adjudged due;

        (ii) institute Proceedings from time to time for the complete or
 partial foreclosure of this Indenture with respect to the Collateral;

         (iii) exercise any remedies of a secured party under the Relevant
UCC and take any other appropriate action to protect and enforce the
rights and remedies of the Indenture Trustee and the Holders of the 
Notes; and                                                          

    (iv) sell the Collateral or any portion thereof or rights or
interest therein, at one or more public or private sales called and 
conducted in any manner permitted by law;                           

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provided, however, that the Indenture Trustee may not sell or otherwise         
liquidate any Collateral following an Event of Default, other than an Event of  
Default described in Section 5.01(a)(i) or (ii), unless (A) the Holders of      
[100]% of the Outstanding Balance of the Notes consent thereto or (B) the       
proceeds of such sale or liquidation distributable to the Noteholders are       
sufficient to discharge in full all amounts then due and unpaid upon such       
Notes for principal and interest or (C) the Indenture Trustee determines,       
based on information provided by the Trust Administrator, that the Collateral   
will not continue to provide sufficient funds for the payment of principal of   
and interest on the Notes as they would have become due if the Notes had not    
been declared due and payable, and the Indenture Trustee obtains the consent    
of Holders of [66-2/3]% of the Outstanding Balance of the Notes. In             
determining such sufficiency or insufficiency with respect to clauses (B) and   
(C), the Indenture Trustee may, but need not, obtain and rely upon an opinion   
of an Independent investment banking or accounting firm of national reputation  
as to the feasibility of such proposed action and as to the sufficiency of the  
Collateral for such purpose.                                                    

  (b)   If the Indenture Trustee collects any money or property pursuant
to this Article Five, it shall pay out the money or property in the following   
order:                                                                          

   first: to the Indenture Trustee, for any costs or expenses,
  including any reasonable out-of-pocket attorneys' fees, incurred by it
   in connection with the enforcement of the remedies provided for in this
Article Five and for any other unpaid amounts due to the Indenture  
 Trustee hereunder, to the Trust Administrator for any amounts due and
owing to it under the Sale and Servicing Agreement and to the Owner 
Trustee, to the extent of any fees and expenses due and owing to it 
   (including pursuant to Section 7.03 of the Trust Agreement) and for any
other unpaid amounts due to the Owner Trustee under the Sale and    
Servicing Agreement;                                                

    second:  to the Servicer for any Servicing Fees then due and
unpaid and any unreimbursed Advances and other servicing advances;  

        third: to the Notes, all accrued and unpaid interest thereon and
    amounts in respect of principal according to the priorities set forth in
  Section [6.02] of the Sale and Servicing Agreement; provided, however,
 that accrued and unpaid interest shall be paid to Noteholders of each
Class of Notes before any payments in respect of principal; and     

         fourth:  to the Owner Trustee or its Paying Agent for any amounts
to be distributed to the Holder of the Ownership Certificate.       

  The Trust Administrator may fix a record date and payment date for any
payment to Noteholders pursuant to this Section. At least [15] days before      
such record date, the Issuer shall mail to each Noteholder and the Indenture    
Trustee a notice that states the record date, the payment date and the amount   
to be paid.                                                                     

Section 5.05.  Optional Preservation of the Collateral. If the Notes
have been declared to be due and payable under Section 5.02 following an Event  
of Default and such declaration and its consequences have not been rescinded    
and annulled, the Indenture Trustee may, but need not, elect to maintain        
possession of the Collateral. It is the desire of the parties hereto and the    
Noteholders that there be at all times sufficient funds for the payment of      
principal of and interest                                                       

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on the Notes, and the Indenture Trustee shall take such desire into account     
when determining whether or not to maintain possession of the Collateral. In    
determining whether to maintain possession of the Collateral, the Indenture     
Trustee may, but need not, obtain and rely upon an opinion (at the expense of   
the Issuer) of an Independent investment banking or accounting firm of          
national reputation as to the feasibility of such proposed action and as to     
the sufficiency of the Collateral for such purpose.                             

 Section 5.06.  Limitation of Suits. Other than as otherwise expressly
provided herein in the case of an Event of Default, no Holder of any Note       
shall have any right to institute any Proceeding, judicial or otherwise, with   
respect to this Indenture, or for the appointment of a receiver or trustee, or  
for any other remedy hereunder, unless:                                         

  (i) such Holder has previously given written notice to the
Indenture Trustee of a continuing Event of Default;                 

          (ii) the Holders of not less than [25]% of the Outstanding Balance
of the Notes have made written request to the Indenture Trustee to  
    institute such Proceeding in respect of such Event of Default in its own
name as Indenture Trustee hereunder;                                

          (iii) such Holder or Holders have offered to the Indenture Trustee
   indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;          

          (iv) the Indenture Trustee for [60] days after its receipt of such
notice, request and offer of indemnity has failed to institute such 
Proceedings; and                                                    

        (v) no direction inconsistent with such written request has been
given to the Indenture Trustee during such [60] day period by the   
Holders of a majority of the Outstanding Balance of the Notes.      

    It is understood and intended that no one or more Holders of Notes shall
have any right in any manner whatever by virtue of, or by availing of, any      
provision of this Indenture to affect, disturb or prejudice the rights of any   
other Holders of Notes or to obtain or to seek to obtain priority or            
preference over any other Holders or to enforce any right under this            
Indenture, except in the manner herein provided.                                

In the event the Indenture Trustee shall receive conflicting or     
inconsistent requests and indemnity from two or more groups of Holders of       
Notes, each representing less than a majority of the Outstanding Balance of     
the Notes, the Indenture Trustee shall take the action requested by the         
Holders of the largest percentage in Outstanding Balance of the Notes,          
notwithstanding any other provisions of this Indenture.                         

   Section 5.07.  Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the       
Holder of any Note shall have the right, which is absolute and unconditional,   
to receive payment of the principal of and interest, if any, on such Note on    
or after the respective due dates thereof expressed in such Note or in this     
Indenture (or, in the case of redemption, on or after the Redemption Date) and  
to institute suit for                                                           

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the enforcement of any such payment, and such right shall not be impaired       
without the consent of such Holder.                                             

Section 5.08.  Restoration of Rights and Remedies. If the Indenture 
Trustee or any Noteholder has instituted any Proceeding to enforce any right    
or remedy under this Indenture and such Proceeding has been discontinued or     
abandoned for any reason or has been determined adversely to the Indenture      
Trustee or to such Noteholder, then and in every such case the Issuer, the      
Indenture Trustee and the Noteholders shall, subject to any determination in    
such Proceeding, be restored severally and respectively to their former         
positions hereunder, and thereafter all rights and remedies of the Indenture    
Trustee and the Noteholders shall continue as though no such Proceeding had     
been instituted.                                                                

    Section 5.09.  Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is    
intended to be exclusive of any other right or remedy, and every right and      
remedy shall, to the extent permitted by law, be cumulative and in addition to  
every other right and remedy given hereunder or now or hereafter existing at    
law or in equity or otherwise. The assertion or employment of any right or      
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or   
employment of any other appropriate right or remedy.                            

  Section 5.10.  Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Holder of any Note to exercise any right or        
remedy accruing upon any Default or Event of Default shall impair any such      
right or remedy or constitute a waiver of any such Default or Event of Default  
or an acquiescence therein. Every right and remedy given by this Article Five   
or by law to the Indenture Trustee or to the Noteholders may be exercised from  
time to time, and as often as may be deemed expedient, by the Indenture         
Trustee or by the Noteholders, as the case may be.                              

  Section 5.11.  Control by Noteholders. Except as otherwise provided in
Section 5.02, the Holders of a majority of the Outstanding Balance of the       
Notes shall have the right to direct the time, method and place of conducting   
any Proceeding for any remedy available to the Indenture Trustee with respect   
to the Notes or exercising any trust or power conferred on the Indenture        
Trustee; provided that:                                                         

        (i) such direction shall not be in conflict with any rule of law
or with this Indenture;                                             

        (ii) subject to the express terms of Section 5.04, any direction
    to the Indenture Trustee to sell or liquidate the Collateral shall be by
 Holders of Notes representing not less than [100]% of the Outstanding
Balance of the Notes;                                               

   (iii) if the conditions set forth in Section 5.05 have been
satisfied and the Indenture Trustee elects to retain the Collateral 
    pursuant to such Section, then any direction to the Indenture Trustee by
Holders of Notes representing less than [100]% of the Outstanding   
   Balance of the Notes to sell or liquidate the Collateral shall be of no
force and effect; and                                               

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          (iv) the Indenture Trustee may take any other action deemed proper
  by the Indenture Trustee that is not inconsistent with such direction.

    Notwithstanding the rights of the Noteholders set forth in this Section,
subject to Section 6.01(g), the Indenture Trustee need not take any action      
that it determines might involve it in liability or might materially adversely  
affect the rights of any Noteholders not consenting to such action.             

   Section 5.12.  Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the      
Holders of Notes of not less than a majority of the Outstanding Balance of the  
Notes may waive, in writing, any past Default or Event of Default and its       
consequences except a Default (a) in payment of principal of or interest on     
any of the Notes or (b) in respect of a covenant or provision hereof which      
cannot be modified or amended without the consent of the Holder of each Note.   
In the case of any such waiver, the Issuer, the Indenture Trustee and the       
Holders of the Notes shall be restored to their former positions and rights     
hereunder, respectively; but no such waiver shall extend to any subsequent or   
other Default or impair any right consequent thereto.                           

    Upon any such waiver, such Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising      
therefrom shall be deemed to have been cured and not to have occurred, for      
every purpose of this Indenture; but no such waiver shall extend to any         
subsequent or other Default or Event of Default or impair any right consequent  
thereto.                                                                        

Section 5.13.  Undertaking for Costs. All parties to this Indenture 
agree, and each Holder of a Note by such Holder's acceptance thereof shall be   
deemed to have agreed, that any court may in its discretion require, in any     
suit for the enforcement of any right or remedy under this Indenture, or in     
any suit against the Indenture Trustee for any action taken, suffered or        
omitted by it as Indenture Trustee, the filing by any party litigant in such    
suit of an undertaking to pay the costs of such suit, and that such court may   
in its discretion assess reasonable costs, including reasonable attorneys'      
fees, against any party litigant in such suit, having due regard to the merits  
and good faith of the claims or defenses made by such party litigant; but the   
provisions of this Section shall not apply to (a) any suit instituted by the    
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of       
Noteholders, in each case holding in the aggregate more than [10]% of the       
Outstanding Balance of the Notes or (c) any suit instituted by any Noteholder   
for the enforcement of the payment of principal of or interest on any Note on   
or after the respective due dates expressed in such Note and in this Indenture  
(or, in the case of redemption, on or after the Redemption Date).               

 Section 5.14.  Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist  
upon, or plead or in any manner whatsoever claim or take the benefit or         
advantage of, any stay or extension law wherever enacted, now or at any time    
hereafter in force, that may affect the covenants or the performance of this    
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby     
expressly waives all benefit or advantage of any such law, and covenants that   
it will not hinder, delay or impede the execution of any power herein granted   
to the Indenture Trustee, but will suffer and permit the execution of every     
such power as though no such law had been enacted.                              

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 Section 5.15.  Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be          
affected by the seeking, obtaining or application of any other relief under or  
with respect to this Indenture. Neither the lien of this Indenture nor any      
rights or remedies of the Indenture Trustee or the Noteholders shall be         
impaired by the recovery of any judgment by the Indenture Trustee against the   
Issuer or by the levy of any execution under such judgment upon any portion of  
the Collateral or upon any of the assets of the Issuer. Any money or property   
collected by the Indenture Trustee and remitted to the Trust Administrator      
shall be applied by the Trust Administrator in accordance with Section          
5.04(b).                                                                        

  Section 5.16.  Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so, the Issuer    
shall take all such lawful action as the Indenture Trustee may request to       
compel or secure the performance and observance by the Seller, the Depositor,   
the Trust Administrator or the Servicer, as applicable, of each of their        
obligations to the Issuer under or in connection with the Sale and Servicing    
Agreement, and to exercise any and all rights, remedies, powers and privileges  
lawfully available to the Issuer under or in connection with the Sale and       
Servicing Agreement, including the transmission of notices of default on the    
part of the Seller, the Depositor, the Trust Administrator or the Servicer, as  
applicable, under the Sale and Servicing Agreement and the institution of       
legal or administrative actions or proceedings to compel or secure performance  
by the Seller, the Depositor, the Trust Administrator or the Servicer of each   
of their applicable obligations under the Sale and Servicing Agreement.         

(b)   If an Event of Default has occurred and is continuing, the    
Indenture Trustee may, and at the direction (which direction shall be in        
writing or by telephone (confirmed in writing promptly thereafter)) of the      
Holders of a majority of the Outstanding Balance of the Priority Class Notes    
shall, exercise all rights, remedies, powers, privileges and claims of the      
Issuer against the Depositor, the Trust Administrator or the Servicer under or  
in connection with the Sale and Servicing Agreement, including the right or     
power to take any action to compel or secure performance or observance by the   
Seller, the Depositor or the Servicer, of each of their applicable obligations  
to the Issuer thereunder and to give any consent, request, notice, direction,   
approval, extension or waiver under the Sale and Servicing Agreement, and any   
right of the Issuer to take such action shall be suspended.                     

ARTICLE SIX 

THE INDENTURE TRUSTEE 

  Section 6.01.  Duties of Indenture Trustee. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the        
rights and powers vested in it by this Indenture and use the same degree of     
care and skill in its exercise as a prudent person would exercise or use under  
the circumstances in the conduct of such person's own affairs.                  

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

       (i) the Indenture Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture and
shall not be liable except for the                                  

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    performance of such duties and obligations as are specifically set forth
   in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Indenture Trustee; and              

   (ii) in the absence of bad faith on its part, the Indenture
    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 Indenture Trustee and on their face conforming
 to the requirements of this Indenture; however, the Indenture Trustee
   shall examine the certificates and opinions to determine whether or not
they conform on their face to the requirements of this Indenture.   

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

        (i) this paragraph does not limit the effect of paragraph (a) of
this Section;                                                       

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

       (iii) the Indenture Trustee shall not be liable with respect to
 any action it takes or omits to take in good faith in accordance with
this Indenture or upon a direction received by it from the requisite
Noteholders pursuant to Article Five; and                           

          (iv) the Indenture Trustee shall not be required to take notice or
  be deemed to have notice or knowledge of (a) any failure by the Issuer
   to comply with its obligations hereunder or in the Operative Agreements
   or (b) any Default or Event of Default, unless a Responsible Officer of
the Indenture Trustee assigned to and working in its corporate trust
   department obtains actual knowledge of such Default or Event of Default
 or shall have received written notice thereof. In the absence of such
actual knowledge or notice, the Indenture Trustee may conclusively  
assume that there is no Default or Event of Default.                

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

(e)   The Indenture Trustee shall not be liable for indebtedness    
evidenced by or arising under any of the Operative Agreements, including        
principal of or interest on the Notes, or interest on any money received by it  
except as the Indenture Trustee may agree in writing with the Issuer.           

(f)   Money held in trust by the Indenture Trustee need not be      
segregated from other funds except to the extent required by law or the terms   
of this Indenture or the Sale and Servicing Agreement.                          

    (g)   No provision of this Indenture shall require the Indenture Trustee
to expend, advance or risk its own funds or otherwise incur financial           
liability in the performance of any of                                          

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its duties hereunder or in the exercise of any of its rights or powers, if it   
shall have reasonable grounds to believe that repayment of such funds or        
adequate indemnity against such risk or liability is not reasonably assured to  
it provided, however, that the Indenture Trustee shall not refuse or fail to    
perform any of its duties hereunder solely as a result of nonpayment of its     
normal fees and expenses.                                                       

(h)   Every provision of this Indenture or any Operative Agreement  
relating to the conduct or affecting the liability of or affording protection   
to the Indenture Trustee shall be subject to the provisions of this Section,    
Section 6.02 and to the provisions of the TIA.                                  

(i)   The Indenture Trustee shall execute and deliver the Sale and  
Servicing Agreement and perform its duties thereunder.                          

(j)   The Indenture Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,   
or otherwise deal with the Collateral, or to otherwise take or refrain from     
taking any action under, or in connection with, any document contemplated       
hereby to which the Indenture Trustee is a party, except as expressly provided  
(i) in accordance with the powers granted to and the authority conferred upon   
the Indenture Trustee pursuant to this Agreement or any other Operative         
Agreement, and (ii) in accordance with any document or instruction delivered    
to the Indenture Trustee pursuant to the terms of this Agreement; and no        
implied duties or obligations shall be read into this Agreement or any          
Operative Agreement against the Indenture Trustee. The Indenture Trustee        
agrees that it will, at the cost and expense of the Issuer, promptly take all   
action as may be necessary to discharge any liens on any part of the            
Collateral that result from actions by, or claims against itself (in its        
individual capacity, and not in the capacity of Indenture Trustee) that are     
not related to the administration of the Collateral.                            

 (k)   Neither the Indenture Trustee nor the Trust Administrator shall
have any liability or responsibility for the acts or omissions of the other     
Person, it being understood that this Indenture shall not be construed to       
render them agents of one another.                                              

 (l)   In order to comply with its duties under the USA Patriot Act of
2001, the Indenture Trustee shall obtain and verify certain information and     
documentation from the other parties to this Indenture including, but not       
limited to, each such party's name, address, and other identifying              
information.                                                                    

 Section 6.02.  Rights of Indenture Trustee. (a) The Indenture Trustee
may rely on any document believed by it to be genuine and to have been signed   
or presented by the proper person. The Indenture Trustee need not investigate   
any fact or matter stated in the document.                                      

   (b)   Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel, which shall not be   
at the expense of the Indenture Trustee. The Indenture Trustee shall not be     
liable for any action it takes or omits to take in good faith in reliance on    
an Officer's Certificate or Opinion of Counsel. The right of the Indenture      
Trustee to perform any discretionary act enumerated in this Indenture or in     
any Operative Agreement shall not be construed as a duty and the Indenture      
Trustee shall not be answerable for other than its negligence or willful        
misconduct in the performance of such act.                                      

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(c)   The Indenture Trustee may execute any of the trusts or powers 
hereunder or perform any duties hereunder either directly or by or through      
agents or attorneys or a custodian or nominee.                                  

   (d)   The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within     
its rights or powers; provided, that the Indenture Trustee's conduct does not   
constitute willful misconduct, negligence or bad faith.                         

    (e)   The Indenture Trustee may consult with counsel, and any Opinion of
Counsel with respect to legal matters relating to this Indenture, any           
Operative Agreement and the Notes shall be full and complete authorization and  
protection from liability in respect to any action taken, omitted or suffered   
by it hereunder in good faith and in accordance with any Opinion of Counsel of  
such counsel.                                                                   

  (f)   The permissive rights of the Indenture Trustee enumerated herein
shall not be construed as duties.                                               

Section 6.03. Individual Rights of Indenture Trustee. The Indenture 
Trustee in its individual or any other capacity may become the owner or         
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with  
the same rights it would have if it were not Indenture Trustee. Any Paying      
Agent, Note Registrar, co registrar or co paying agent may do the same with     
like rights. However, the Indenture Trustee must comply with Section 6.11.      

Section 6.04.  Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or  
adequacy of any of the Operative Agreements or the Notes or the sufficiency of  
the Collateral; it shall not be accountable for the Issuer's use of the         
proceeds from the Notes, and it shall not be responsible for any statement of   
the Issuer or the Servicer in this Indenture, any Operative Agreement or in     
any other document issued in connection with the sale of the Notes or in the    
Notes.                                                                          

    Section 6.05.  Notice of Defaults. If a Default occurs and is continuing
and if a Responsible Officer of the Indenture Trustee has actual knowledge      
thereof, the Indenture Trustee shall give prompt written notice thereof to      
each Noteholder.                                                                

Section 6.06.  Reports by Trust Administrator to Holders. The Trust 
Administrator shall deliver to each Noteholder such information with respect    
to the Notes as may be required to enable such holder to prepare its federal    
and state income tax returns and shall file such information returns with the   
Internal Revenue Service with respect to payments or accruals of interest on    
the Notes as are required to be filed under the Code or applicable Treasury     
Regulations.                                                                    

  Section 6.07.  Compensation and Indemnity. The Indenture Trustee shall
be entitled, as compensation for its services, a fee to be paid by the          
Servicer as provided in a separate agreement between such parties. The          
Indenture Trustee's compensation shall not be limited by any law on             
compensation of a trustee of an express trust. The Indenture Trustee and any    
co-trustee shall be reimbursed on behalf of the Issuer from funds in the        
Collection Account, as provided in the Sale and Servicing Agreement, for all    
reasonable ordinary out of pocket expenses incurred or made by it, including    
costs of collection, in addition to the compensation for its                    

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services (as provided in the Sale and Servicing Agreement). Reimbursable        
expenses under this Section shall include the reasonable compensation and       
expenses, disbursements and advances of the Indenture Trustee's agents,         
counsel, accountants and experts. The Issuer shall indemnify the Indenture      
Trustee, any co-trustee and their respective employees, directors and agents,   
as provided in the Sale and Servicing Agreement and from funds in the           
Collection Account, against any and all claim, loss, liability or expense       
(including attorneys' fees) incurred by it in connection with the               
administration of this trust and the performance of its duties hereunder or     
under any Operative Agreement. The Indenture Trustee or co-trustee, as          
applicable, shall notify the Issuer and the Trust Administrator promptly of     
any claim for which it may seek indemnity. Failure by the Indenture Trustee or  
the co-trustee, as applicable, to so notify the Issuer and the Trust            
Administrator shall not relieve the Issuer or the Trust Administrator of its    
obligations hereunder. The Issuer shall defend any such claim, and the          
Indenture Trustee and any co-trustee may have separate counsel and the fees     
and expenses of such counsel shall be payable on behalf of the Issuer from      
funds in the Collection Account. The Issuer shall not be required to reimburse  
any expense or indemnify against any loss, liability or expense incurred by     
the Indenture Trustee or any co-trustee, as applicable, through the Indenture   
Trustee's or co-trustee's, as the case may be, own willful misconduct,          
negligence or bad faith.                                                        

The Issuer's obligations to the Indenture Trustee and any co-trustee
pursuant to this Section shall survive the resignation or removal of the        
Indenture Trustee and the termination of discharge of this Indenture. When the  
Indenture Trustee or any co-trustee incurs expenses after the occurrence of a   
Default specified in Section 5.01(iv) or (vi) with respect to the Issuer, the   
expenses are intended to constitute expenses of administration under Title 11   
of the United States Code or any other applicable federal or state bankruptcy,  
insolvency or similar law.                                                      

Section 6.08.  Replacement of Indenture Trustee. No resignation or  
removal of the Indenture Trustee and no appointment of a successor Indenture    
Trustee shall become effective until the acceptance of appointment by the       
successor Indenture Trustee pursuant to this Section. The Indenture Trustee     
may resign at any time by giving [30] days' written notice thereof to the       
Depositor, the Issuer, each Noteholder and each Rating Agency. As a condition   
to the effectiveness of any such resignation, at least 15 calendar days prior   
to the effective date of such resignation, the Indenture Trustee shall provide  
(x) written notice to the Depositor of any successor pursuant to this Section   
and (y) in writing and in form and substance reasonably satisfactory to the     
Depositor, all information reasonably requested by the Depositor in order to    
comply with its reporting obligation under Item 6.02 of Form 8-K with respect   
to the resignation of the Indenture Trustee. The Issuer shall remove the        
Indenture Trustee if:                                                           

    (i) the Indenture Trustee fails to comply with Section 6.11;

     (ii) the Indenture Trustee is adjudged bankrupt or insolvent;

    (iii) a receiver or other public officer takes charge of the
Indenture Trustee or its property; or                               

         (iv) the Indenture Trustee otherwise becomes incapable of acting.

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If the Indenture Trustee fails to fulfill its obligations under this
Section 6.08 with respect to notice to the Depositor or Article [XI] of the     
Sale and Servicing Agreement, and such failure continues for the lesser of 10   
calendar days or such period in which the applicable Exchange Act Report can    
be filed timely (without taking into account any extensions), the Depositor     
may terminate the Indenture Trustee. If the Indenture Trustee resigns or is     
removed or if a vacancy exists in the office of the Indenture Trustee for any   
reason (the Indenture Trustee in such event being referred to herein as the     
retiring Indenture Trustee), the Issuer shall promptly appoint a successor      
Indenture Trustee that satisfies the eligibility requirements of Section 6.11   
and shall provide written notice to the Depositor of any successor pursuant to  
this Section.                                                                   

   The resigning or removed Indenture Trustee agrees to cooperate with any
successor Indenture Trustee in effecting the termination of the resigning or    
removed Indenture Trustee's responsibilities and rights hereunder and shall     
promptly provide such successor Indenture Trustee all documents and records     
reasonably requested by it to enable it to assume the Indenture Trustee's       
functions hereunder.                                                            

   A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer and shall       
provide to the Depositor, in writing and in form and substance reasonably       
satisfactory to the Depositor, all information reasonably requested by the      
Depositor in order to comply with its reporting obligation under Item 6.02 of   
Form 8-K with respect to the resignation of the Indenture Trustee. Thereupon    
the resignation or removal of the retiring Indenture Trustee shall become       
effective, and the successor Indenture Trustee shall have all the rights,       
powers and duties of the Indenture Trustee under this Indenture. The successor  
Indenture Trustee shall mail a notice of its succession to Noteholders. The     
retiring Indenture Trustee shall promptly transfer all property held by it as   
Indenture Trustee to the successor Indenture Trustee.                           

    If a successor Indenture Trustee does not take office after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the    
Issuer or the Holders of a majority in Outstanding Balance of the Notes may     
petition any court of competent jurisdiction for the appointment of a           
successor Indenture Trustee.                                                    

If the Indenture Trustee fails to comply with Section 6.11, any     
Noteholder may petition any court of competent jurisdiction for the removal of  
the Indenture Trustee and the appointment of a successor Indenture Trustee.     

Section 6.09.  Successor Indenture Trustee or Trust Administrator by
Merger. (a) If the Indenture Trustee or Trust Administrator consolidates with,  
merges or converts into, or transfers all or substantially all its corporate    
trust business or assets to, another corporation or banking association, as     
applicable, the resulting, surviving or transferee corporation without any      
further act shall be the successor Indenture Trustee or successor Trust         
Administrator, as the case may be; provided, that such corporation or banking   
association shall be otherwise qualified and eligible hereunder and under any   
other Operative Document. The Indenture Trustee shall provide each Rating       
Agency prior written notice of any such transaction. As a condition to the      
effectiveness of any merger or consolidation, at least 15 calendar days prior   
to the effective date of any merger or consolidation of the Indenture Trustee,  
the Indenture Trustee shall provide (x) written notice to the Depositor and     
the Servicer of any successor pursuant to this Section and (y) in writing and   

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in form and substance reasonably satisfactory to the Depositor, all             
information reasonably requested by the Depositor in order to comply with its   
reporting obligation under Item 6.02 of Form 8-K with respect to a successor    
Indenture Trustee.                                                              

(b)   In case at the time such successor or successors by merger,   
conversion or consolidation shall succeed to the Trust Administrator, for any   
of the Notes which have been authenticated by the Trust Administrator but not   
delivered, such successor Trust Administrator may adopt the certificate of      
authentication of any predecessor trust administrator and deliver such Notes    
so authenticated; and in case at that time any of the Notes shall not have      
been authenticated, any successor Trust Administrator may authenticate such     
Notes either in the name of any predecessor hereunder or in the name of the     
successor Trust Administrator; and in all such cases such certificates shall    
have the full force which it is anywhere in the Notes or in this Indenture      
provided that the certificate of the Trust Administrator shall have.            

    Section 6.10.  Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any     
time, for the purpose of meeting any legal requirement of any jurisdiction in   
which any part of the Collateral may at the time be located, the Indenture      
Trustee shall have the power and may execute and deliver all instruments to     
appoint one or more Persons to act as a co-trustee or co-trustees, or separate  
trustee or separate trustees, of all or any part of the Trust, and to vest in   
such Person or Persons, in such capacity and for the benefit of the             
Noteholders, such title to the Collateral, or any part hereof, and, subject to  
the other provisions of this Section, such powers, duties, obligations, rights  
and trusts as the Indenture Trustee may consider necessary or desirable. No     
co-trustee or separate trustee hereunder shall be required to meet the terms    
of eligibility as a successor trustee under Section 6.11 and no notice to       
Noteholders of the appointment of any co-trustee or separate trustee shall be   
required under Section 6.08 hereof.                                             

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

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

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

          (iii) the Indenture Trustee may at any time accept the resignation
of or remove any separate trustee or co-trustee.                    

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

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

Section 6.11.  Eligibility; Disqualification. The Indenture Trustee 
shall at all times (i) satisfy the requirements of TIA Section 310(a), (ii)     
have a combined capital and surplus of at least $[100,000,000] as set forth in  
its most recently published annual report of condition, (iii) have a long term  
debt rating equivalent to "A" or better by the Rating Agencies or be otherwise  
acceptable to the Rating Agencies and (iv) not be an Affiliate of the Issuer    
or the Owner Trustee. The Indenture Trustee shall comply with TIA Section       
310(b), including the optional provision permitted by the second sentence of    
TIA Section 310(b)(9); provided, however, that there shall be excluded from     
the operation of TIA Section 310(b)(1) any indenture or indentures under which  
other securities of the Issuer are outstanding if the requirements for such     
exclusion set forth in TIA Section 310(b)(1) are met.                           

Section 6.12.  Representations and Warranties. The Indenture Trustee
hereby represents that:                                                         

   (a)   the Indenture Trustee is duly organized and validly existing as a
national banking association in good standing under the laws of the United      
States with power and authority to own its properties and to conduct its        
business as such properties are currently owned and such business is presently  
conducted;                                                                      

  (b)   the Indenture Trustee has the power and authority to execute and
deliver this Indenture and to carry out its terms; and the execution, delivery  
and performance of this Indenture have been duly authorized by the Indenture    
Trustee by all necessary corporate action;                                      

(c)   the consummation of the transactions contemplated by this     
Indenture and the fulfillment of the terms hereof do not conflict with, result  
in any breach of any of the terms and provisions of, or constitute (with or     
without notice or lapse of time) a default under the articles of organization   
or bylaws of the Indenture Trustee or, to the knowledge of the Indenture        
Trustee,                                                                        

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any material agreement or other instrument to which the Indenture Trustee is    
a party or by which it is bound; and                                            

(d)   to the Indenture Trustee's best knowledge, there are no       
proceedings or investigations pending or threatened before any court,           
regulatory body, administrative agency or other governmental instrumentality    
having jurisdiction over the Indenture Trustee: (i) asserting the invalidity    
of this Indenture, (ii) seeking to prevent the consummation of any of the       
transactions contemplated by this Indenture or (iii) seeking any determination  
or ruling that might materially and adversely affect the performance by the     
Indenture Trustee of its obligations under, or the validity or enforceability   
of, this Indenture.                                                             

Section 6.13.  Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor  
relationship listed in TIA Section 311(b). An Indenture Trustee which has       
resigned or been removed shall be subject to TIA Section 311(a) to the extent   
indicated.                                                                      

ARTICLE SEVEN 

NOTEHOLDERS' LISTS AND REPORTS  

 Section 7.01.  Note Registrar To Furnish to the Indenture Trustee the
Names and Addresses of Noteholders. The Note Registrar will furnish or cause    
to be furnished to the Indenture Trustee at such times as the Indenture         
Trustee may request in writing, within [30] days after receipt by the Note      
Registrar of any such request, a list in such form as the Indenture Trustee     
may reasonably require, of the names and addresses of the Holders of Notes as   
of a date not more than [10] days prior to the time such list is furnished.     

Section 7.02.  Preservation of Information; Communications to       
Noteholders. (a) The Trust Administrator shall preserve, in as current a form   
as is reasonably practicable, the names and addresses of the Holders of Notes   
contained in the most recent list furnished to the Trust Administrator as       
provided in Section 7.01 and the names and addresses of Holders of Notes        
received by the Trust Administrator in its capacity as Note Registrar. The      
Trust Administrator may destroy any list furnished to it as provided in such    
Section 7.01 upon receipt of a new list so furnished. If three or more          
Noteholders, or one or more Holders of a Class of Notes evidencing not less     
than [25]% of the Outstanding Balance thereof (hereinafter referred to as       
"Applicants"), apply in writing to the Trust Administrator or the Indenture     
Trustee, and such application states that the Applicants desire to communicate  
with other holders with respect to their rights under this Indenture or under   
the Notes, then the Trust Administrator shall, within [five] Business Days      
after the receipt of such application, afford such Applicants access, during    
normal business hours, to the current list of Holders. Every Holder, by         
receiving and holding a Note, agrees with the Issuer, the Indenture Trustee     
and the Trust Administrator that neither the Issuer, the Indenture Trustee nor  
the Trust Administrator shall be held accountable by reason of the disclosure   
of any such information as to the names and addresses of the Holders under      
this Indenture, regardless of the source from which such information was        
derived.                                                                        

 (b)   Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or under    
the Notes.                                                                      

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(c)   The Issuer, the Indenture Trustee and the Trust Administrator 
shall have the protection of TIA Section 312(c).                                

Section 7.03.  Reports by Issuer.  (a)  The Issuer shall:           

 (i) file with the Indenture Trustee and the Commission in
  accordance with the rules and regulations prescribed from time to time
by the Commission such additional information, documents and reports
with respect to compliance by the Issuer with the conditions and    
    covenants of this Indenture as may be required from time to time by such
rules and regulations. Delivery of such information, documents and  
   reports to the Indenture Trustee is for informational purposes only and
the Indenture Trustee's receipt of such reports shall not constitute
    constructive notice of any information contained therein or determinable
 from information contained therein, including the Issuer's compliance
  with any of its covenants hereunder (as to which the Indenture Trustee
is entitle to rely exclusively on Officers' Certificates); and      

(ii) supply to the Trust Administrator (and the Trust   
    Administrator shall transmit by mail to all Noteholders described in TIA
    Section 313(c)) such summaries of any information, documents and reports
required to be filed by the Issuer pursuant to clause (i) of this   
Section 7.03(a) and by rules and regulations prescribed from time to
time by the Commission.                                             

(b)   Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.                                   

   Section 7.04.  Reports by Indenture Trustee. If required by TIA Section
313(a), within [60] days after each March 1, beginning with March 1, 200_, the  
Indenture Trustee shall mail to each Noteholder as required by TIA Section      
313(c) a brief report dated as of such date that complies with TIA Section      
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).        

    A copy of each report at the time of its mailing to Noteholders shall be
filed by the Indenture Trustee with the Commission and each securities          
exchange, if any, on which the Notes are listed. The Issuer shall notify the    
Indenture Trustee if and when the Notes are listed on any securities exchange.  

ARTICLE EIGHT 

ACCOUNTS, DISBURSEMENTS AND RELEASES  

Section 8.01.  Collection of Money. Except as otherwise expressly   
provided herein, the Indenture Trustee may demand payment or delivery of, and   
shall receive and collect (or direct such funds to the Trust Administrator),    
directly and without intervention or assistance of any fiscal agent or other    
intermediary, all money and other property payable to or receivable by the      
Indenture Trustee pursuant to this Indenture. The Trust Administrator shall     
apply all such money received by it as provided in this Indenture. Except as    
otherwise expressly provided in this Indenture, if any default occurs in the    
making of any payment or performance under any agreement or instrument that is  
part of the Collateral, the Indenture Trustee may take such action              

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as may be appropriate to enforce such payment or performance, including the     
institution and prosecution of appropriate Proceedings. Any such action shall   
be without prejudice to any right to claim a Default or Event of Default under  
this Indenture and any right to proceed thereafter as provided in Article       
Five.                                                                           

  Section 8.02.  Collection Account. On each Payment Date and Redemption
Date, the Paying Agent (or, if the Trust Administrator acts as Paying Agent,    
the Trust Administrator) shall distribute all amounts on deposit in the         
Collection Account as provided in Sections [5.08] and [6.02] of the Sale and    
Servicing Agreement. On the Closing Date and on each anniversary of the         
Closing Date, the Trust Administrator shall pay from its own funds the Owner    
Trustee's annual fee.                                                           

   Section 8.03.  Release of Collateral. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and      
when required by the provisions of this Indenture and the Sale and Servicing    
Agreement shall, execute instruments to release property from the lien of this  
Indenture, or convey the Indenture Trustee's interest in the same, in a manner  
and under circumstances that are not inconsistent with the provisions of this   
Indenture. No party relying upon an instrument executed by the Indenture        
Trustee as provided in this Article Eight shall be bound to ascertain the       
Indenture Trustee's authority, inquire into the satisfaction of any conditions  
precedent or see to the application of any monies.                              

(b)   The Indenture Trustee shall, at such time as the Trust        
Administrator notifies the Indenture Trustee in writing that there are no       
Notes outstanding and all sums due to the Noteholders pursuant to the Sale and  
Servicing Agreement and all fees and expenses of the Indenture Trustee, the     
Servicer and the Trust Administrator pursuant to this Indenture or any other    
Operative Agreement have been paid, release any remaining portion of the        
Collateral that secured the Notes from the lien of this Indenture and the       
Trust Administrator shall release to the Issuer or any other Person entitled    
thereto any funds then on deposit in the Trust Account and assign or transfer   
any outstanding Interest Rate Cap Agreements. The Indenture Trustee shall       
release property from the lien of this Indenture pursuant to this subsection    
(b) only upon receipt of an Issuer Request accompanied by an Officer's          
Certificate, an Opinion of Counsel and (if required by the TIA) Independent     
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the   
applicable requirements of Section 11.01 hereof.                                

ARTICLE NINE  

SUPPLEMENTAL INDENTURES 

  Section 9.01.  Supplemental Indentures Without Consent of Noteholders.
(a) Without the consent of the Holders of any Notes but with prior notice to    
each Rating Agency, the Issuer and the Indenture Trustee, when authorized by    
an Issuer Order, at any time and from time to time, may enter into one or more  
indentures supplemental hereto (which shall conform to the provisions of the    
Trust Indenture Act as in force at the date of the execution thereof), in form  
satisfactory to the Indenture Trustee, for any of the following purposes:       

        (i) to correct or amplify the description of any property at any
   time subject to the lien of this Indenture, or better to assure, convey
and confirm unto the Indenture                                      

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   Trustee any property subject or required to be subjected to the lien of
  this Indenture, or to subject to the lien of this Indenture additional
property;                                                           

          (ii) to evidence the succession, in compliance with the applicable
  provisions hereof, of another person to the Issuer, and the assumption
  by any such successor of the covenants of the Issuer herein and in the
Notes contained;                                                    

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

         (iv) to convey, transfer, assign, mortgage or pledge any property
to or with the Indenture Trustee;                                   

       (v) (A) to cure any ambiguity, (B) to correct or supplement any
provision herein or in any supplemental indenture that may be       
inconsistent with any other provisions herein or in any supplemental
indenture or to conform the provisions hereof to those of the       
    Prospectus, (C) to obtain or maintain a rating for a Class of Notes from
    a nationally recognized statistical rating organization, (D) to make any
    other provisions with respect to matters or questions arising under this
Indenture; provided, however, that no such supplemental indenture   
entered into pursuant to clause (D) of this subparagraph (v) shall  
    adversely affect in any material respect the interests of any Holder not
consenting thereto;                                                 

          (vi) to evidence and provide for the acceptance of the appointment
    hereunder by a successor trustee with respect to the Notes and to add to
   or change any of the provisions of this Indenture as shall be necessary
 to facilitate the administration of the trusts hereunder by more than
one trustee, pursuant to the requirements of Article Six; or        

   (vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the        
qualification of this Indenture under the TIA or under any similar  
federal statute hereafter enacted and to add to this Indenture such 
other provisions as may be expressly required by the TIA.           

[provided, however, that no such supplemental indenture shall be entered into   
unless the Indenture Trustee shall have received an Opinion of Counsel stating  
that as a result of such supplemental indenture, the Trust will not be subject  
to federal income tax as long as an entity that qualifies as a REIT under the   
Code holds directly, or indirectly through one or more Qualified REIT           
Subsidiaries or a Disregarded Entity, a 100% ownership interest in the          
Ownership Certificate, and the Indenture Trustee receives an Officer's          
Certificate from the Holder of the Ownership Certificate that the Holder of     
the Ownership Certificate either qualifies as a REIT, a Qualified REIT          
Subsidiary or a Disregarded Entity under the Code and the Holder of the         
Ownership Certificate holds a 100% ownership Interest in the Ownership          
Certificate.]                                                                   

  The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements  
and stipulations that may be therein contained.                                 

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 (b)   A letter from each Rating Agency addressed and delivered to the
Indenture Trustee to the effect that any supplemental indenture entered into    
pursuant to this Section 9.01 will not cause the then current ratings on the    
Notes to be qualified, reduced or withdrawn shall constitute conclusive         
evidence that such amendment does not adversely affect in any material respect  
the interests of the Noteholders.                                               

   Section 9.02.  Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also      
may, with prior notice to each Rating Agency and with the consent of the        
Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by  
Act of such Holders delivered to the Issuer and the Indenture Trustee, enter    
into an indenture or indentures supplemental hereto for the purpose of adding   
any provisions to or changing in any manner or eliminating any of the           
provisions of this Indenture or of modifying in any manner the rights of the    
Holders of the Notes under this Indenture; provided, however, that no such      
supplemental indenture shall, adversely affect the interests of the             
Noteholders without the consent of the Holder of each Outstanding Note          
affected thereby (i) reduce in any manner the amount of, or delay the timing    
of, payments in respect of any Note, (ii) alter the obligations of the          
Servicer to make an Advance or alter the servicing standards set forth in the   
Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the       
aforesaid percentages of Notes the Holders of which are required to consent to  
any such supplemental indenture, without the consent of the Holders of all      
Notes affected thereby, or (iv) permit the creation of any lien ranking prior   
to or on a parity with the lien of this Indenture with respect to any part of   
the Collateral or, except as otherwise permitted or contemplated herein,        
terminate the lien of this Indenture on any property at any time subject        
hereto or deprive the Holder of any Note of the security provided by the lien   
of this Indenture [and provided, further, that such action shall not, as        
evidenced by an Opinion of Counsel, subject the Trust to federal income tax as  
long as an entity that qualifies as a REIT under the Code holds directly, or    
indirectly through one or more Qualified REIT Subsidiaries or Disregarded       
Entities, a 100% ownership interest in the Ownership Certificate, and provided  
further, that the Indenture Trustee receives an Officer's Certificate from the  
Holder of the Ownership Certificate that the Holder of the Ownership            
Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a        
Disregarded Entity under the Code and the Holder of the Ownership Certificate   
holds a 100% ownership Interest in the Ownership Certificate.]                  

The Indenture Trustee shall be entitled to conclusively rely on an  
Opinion of Counsel as to whether or not any Notes would be affected by any      
supplemental indenture and any such determination shall be conclusive upon the  
Holders of all Notes, whether theretofore or thereafter authenticated and       
delivered hereunder.                                                            

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

   Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Issuer shall mail to   
the Holders of the Notes to which such amendment or supplemental indenture      
relates and each Rating Agency a notice setting forth in general terms the      
substance of such supplemental indenture. Any failure of the Indenture          

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Trustee to mail such notice, or any defect therein, shall not, however, in any  
way impair or affect the validity of any such supplemental indenture.           

 Section 9.03.  Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture         
permitted by this Article Nine or the modification thereby of the trusts        
created by this Indenture, the Indenture Trustee shall be entitled to receive,  
and subject to Section 6.02, shall be fully protected in relying upon, in       
addition to the documents required under Section 11.01, an Opinion of Counsel   
to the effect provided in Section 9.07. The Indenture Trustee may, but shall    
not be obligated to, enter into any such supplemental indenture that affects    
the Indenture Trustee's own rights, duties, liabilities or immunities under     
this Indenture or otherwise.                                                    

  Section 9.04.  Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture    
shall be and shall be deemed to be modified and amended in accordance           
therewith with respect to the Notes affected thereby, and the respective        
rights, limitations of rights, obligations, duties, liabilities and immunities  
under this Indenture of the Indenture Trustee, the Issuer and the Holders of    
the Notes shall thereafter be determined, exercised and enforced hereunder      
subject in all respects to such modifications and amendments, and all the       
terms and conditions of any such supplemental indenture shall be and be deemed  
to be part of the terms and conditions of this Indenture for any and all        
purposes.                                                                       

  Section 9.05.  Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this       
Article Nine shall conform to the requirements of the Trust Indenture Act as    
then in effect so long as this Indenture shall then be qualified under the      
Trust Indenture Act.                                                            

Section 9.06.  Reference in Notes to Supplemental Indentures. Notes 
authenticated and delivered after the execution of any supplemental indenture   
pursuant to this Article Nine may, and if required by the Trust Administrator   
shall, bear a notation in a form approved by the Trust Administrator as to any  
matter provided for in such supplemental indenture. If the Issuer or the Trust  
Administrator shall so determine, new Notes so modified as to conform, in the   
opinion of the Trust Administrator and the Issuer, to any such supplemental     
indenture may be prepared and executed by the Issuer and authenticated and      
delivered by the Trust Administrator in exchange for Outstanding Notes.         

  Section 9.07.  Opinion of Counsel. In connection with any supplemental
indenture pursuant to this Article Nine, the Indenture Trustee shall be         
entitled to receive an Opinion of Counsel to the effect that such supplemental  
indenture is authorized or permitted by this Indenture and that all conditions  
precedent to the execution of such supplemental indenture in accordance with    
the relevant provisions of this Article Nine have been met.                     

 Nothing in this Section shall be construed to require that any Person
obtain the consent of the Indenture Trustee to any amendment or waiver or any   
provision of any document where the making of such amendment or the giving of   
such waiver without obtaining the consent of the Indenture Trustee is not       
prohibited by this Indenture or by the terms of the document that is the        
subject of the proposed amendment or waiver.                                    

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ARTICLE TEN 

REDEMPTION OF NOTES 

   Section 10.01. Redemption. The Notes are subject to redemption pursuant
to Section [9.02] of the Sale and Servicing Agreement. The Issuer shall         
furnish each Rating Agency, the Trust Administrator and the Indenture Trustee   
notice of such redemption at least [15] days prior to such redemption. If the   
Notes are to be redeemed pursuant to Section [9.02] of the Sale and Servicing   
Agreement, _________________________________ or the Servicer, as applicable,    
shall furnish notice of its exercise of its option to redeem the Notes to the   
Indenture Trustee and the Trust Administrator not later than [15] days prior    
to the applicable Redemption Date and _________________________________ or the  
Servicer, as applicable, shall deposit by 10:00 A.M. New York City time on the  
applicable Redemption Date with the Trust Administrator in the Collection       
Account the Termination Price of the Notes to be redeemed, whereupon all such   
Notes shall be due and payable on the applicable Redemption Date upon the       
furnishing of a notice complying with Section 10.02 hereof to each Holder of    
the Notes.                                                                      

Section 10.02. Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Trust Administrator by first class mail,    
postage prepaid, or by facsimile mailed or transmitted not later than [10]      
days prior to the applicable Redemption Date to each Holder of Notes, as of     
the close of business on the Record Date preceding the applicable Redemption    
Date, at such Holder's address or facsimile number appearing in the Note        
Register.                                                                       

All notices of redemption shall state:                              

(i) the Redemption Date;                                

(ii) the Termination Price; and                         

          (iii) the place where such Notes are to be surrendered for payment
of the Termination Price (which shall be the office or agency of the
Issuer to be maintained as provided in Section 3.02).               

Notice of redemption of the Notes shall be given by the Trust       
Administrator in the name and at the expense of the Issuer. Failure to give     
notice of redemption, or any defect therein, to any Holder of any Note shall    
not impair or affect the validity of the redemption of any other Note.          

    Section 10.03. Notes Payable on Applicable Redemption Date. The Notes or
portions thereof to be redeemed shall, following notice of redemption as        
required under Section 10.02 (in the case of redemption pursuant to Section     
10.01) and remittance to the Trust Administrator of the Termination Price as    
required under Section 10.01, on the applicable Redemption Date become due and  
payable at the Termination Price and (unless the Issuer shall default in the    
payment of the Termination Price) no interest shall accrue on the Termination   
Price for any period after the date to which accrued interest is calculated     
for purposes of calculating the Termination Price.                              

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ARTICLE ELEVEN  

MISCELLANEOUS 

Section 11.01. Compliance Certificates and Opinions, etc. Upon any  
application or request by the Issuer to the Indenture Trustee to take any       
action under any provision of this Indenture, the Issuer shall furnish to the   
Indenture Trustee: (i) an Officer's Certificate stating that all conditions     
precedent, if any, provided for in this Indenture relating to the proposed      
action have been complied with, (ii) an Opinion of Counsel stating that in the  
opinion of such counsel all such conditions precedent, if any, have been        
complied with, and (iii) (if required by the TIA) an Independent Certificate    
from a firm of certified public accountants meeting the applicable              
requirements of this Section, except that, in the case of any such application  
or request as to which the furnishing of such documents is specifically         
required by any provision of this Indenture, no additional certificate or       
opinion need be furnished.                                                      

    Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:                       

          (i) a statement that each signatory of such certificate or opinion
has read or has caused to be read such covenant or condition and the
definitions herein relating thereto;                                

(ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions  
contained in such certificate or opinion are based;                 

      (iii) a statement that, in the opinion of each such signatory,
such signatory has made such examination or investigation as is     
   necessary to enable such signatory to express an informed opinion as to
 whether or not such covenant or condition has been complied with; and

   (iv) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.       

   Section 11.02. Form of Documents Delivered to Indenture 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 Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion    
of, or representations by, counsel, unless such 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 such officer's           
certificate or opinion is based are erroneous. Any such certificate of an       
Authorized Officer or Opinion of Counsel may be based, insofar as it relates    
to factual matters, upon a certificate or opinion of, or                        

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representations by, an officer or officers of the Servicer, Sub-Servicer, the   
Depositor, the Issuer or the Trust Administrator, stating that the information  
with respect to such factual matters is in the possession of the Servicer, the  
Sub-Servicer, the Depositor, the Issuer or the Trust Administrator, 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.                                                                      

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

Whenever in this Indenture, in connection with any application or   
certificate or report to the Indenture Trustee, it is provided that the Issuer  
shall deliver any document as a condition of the granting of such application,  
or as evidence of the Issuer's 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 Issuer to have such application        
granted or to the sufficiency of such certificate or report. The foregoing      
shall not, however, be construed to affect the Indenture Trustee's right to     
rely upon the truth and accuracy of any statement or opinion contained in any   
such document as provided in Article Six.                                       

Section 11.03. Acts of Noteholders. (a) Any request, demand,        
authorization, direction, notice, consent, waiver or other action provided by   
this Indenture to be given or taken by Noteholders may be embodied in and       
evidenced by one or more instruments of substantially similar tenor signed by   
such Noteholders in person or by agents 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 Indenture Trustee and,      
where it is hereby expressly required, to the Issuer. Such instrument or        
instruments (and the action embodied therein and evidenced thereby) are herein  
sometimes referred to as the "Act" of the Noteholders 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           
Indenture and (subject to Section 6.01) conclusive in favor of the Indenture    
Trustee and the Issuer, 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 in any manner that the Indenture Trustee    
deems sufficient.                                                               

(c)   The ownership of Notes shall be proved by the Note Register.  

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

Section 11.04. Notices, etc., to Indenture Trustee, Trust           
Administrator, Issuer and Rating Agencies.  Any request, demand,                
authorization, direction, notice, consent, waiver or Act of Noteholders or      
other documents provided or permitted by this Indenture shall be in writing     
and if                                                                          

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such request, demand, authorization, direction, notice, consent, waiver or Act  
of Noteholders is to be made upon, given or furnished to or filed with:         

          (i) the Indenture Trustee by any Noteholder or by the Issuer shall
 be sufficient for every purpose hereunder if in writing and mailed by
 certified mail, return receipt requested, to the Indenture Trustee at
its Corporate Trust Office, or                                      

  (ii) the Trust Administrator by the Indenture Trustee, any
Noteholder or by the Issuer shall be sufficient for every purpose   
  hereunder if made, given, furnished or filed in writing to or with the
Trust Administrator at its Corporate Trust Office, or               

          (iii) the Issuer by the Indenture Trustee, the Trust Administrator
   or any Noteholder shall be sufficient for every purpose hereunder if in
   writing and mailed first class, postage prepaid to the Issuer addressed
  to the address provided in the Sale and Servicing Agreement, or at any
  other address previously furnished in writing to the Indenture Trustee
    by the Issuer. The Issuer shall promptly transmit any notice received by
it from the Noteholders to the Indenture Trustee.                   

  Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee, the Trust Administrator or the Owner Trustee shall be in     
writing, personally delivered or mailed by certified mail, return receipt       
requested, to the address provided in the Sale and Servicing Agreement or such  
other address as shall be designated by written notice to the other parties.    

Section 11.05. Notices to Noteholders; Waiver. Where this Indenture 
provides for notice to Noteholders of any event, such notice shall be           
sufficiently given (unless otherwise herein expressly provided) if in writing   
and mailed, first class, postage prepaid to each Noteholder affected by such    
event, at such Holder's address as it appears on the Note Register, not later   
than the latest date, and not earlier than the earliest date, prescribed for    
the giving of such notice. In any case where notice to Noteholders is given by  
mail, neither the failure to mail such notice nor any defect in any notice so   
mailed to any particular Noteholder shall affect the sufficiency of such        
notice with respect to other Noteholders, and any notice that is mailed in the  
manner herein provided shall conclusively be presumed to have been duly given.  

   Where this Indenture 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 the equivalent of such      
notice. Waivers of notice by Noteholders shall be filed with the Indenture      
Trustee but such filing shall not be a condition precedent to the validity of   
any action taken in reliance upon such a 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 Noteholders when such notice is required to be      
given pursuant to any provision of this Indenture, then any manner of giving    
such notice as shall be satisfactory to the Indenture Trustee shall be deemed   
to be a sufficient giving of such notice.                                       

    Where this Indenture provides for notice to the Rating Agencies, failure
to give such notice shall not affect any other rights or obligations created    
hereunder, and shall not under any circumstance constitute a Default or Event   
of Default.                                                                     

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Section 11.06. Conflict with Trust Indenture Act. If any provision  
hereof limits, qualifies or conflicts with another provision hereof that is     
required to be included in this Indenture by any of the provisions of the       
Trust Indenture Act, such required provision shall control.                     

    The provisions of TIA Sections 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless    
expressly excluded by this Indenture) are a part of and govern this Indenture,  
whether or not physically contained herein.                                     

    Section 11.07. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and  
shall not affect the construction hereof.                                       

  Section 11.08. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and        
assigns, whether so expressed or not. All agreements of the Indenture Trustee   
in this Indenture shall bind its successors, co-trustees and agents.            

   Section 11.09. Severability. In case any provision in this Indenture or
in the Notes 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 11.10. Benefits of Indenture and Consents of Noteholders.   
Nothing in this Indenture or in the Notes, express or implied, shall give to    
any Person, other than the parties hereto and their successors hereunder, the   
Owner Trustee and the Noteholders, any benefit or any legal or equitable        
right, remedy or claim under this Indenture. Each Noteholder and Note Owner,    
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest  
in a Note, consents to and agrees to be bound by the terms and conditions of    
this Indenture.                                                                 

  Section 11.11. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other     
provision of the Notes or this Indenture) payment 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 on the date on which nominally due, and no interest       
shall accrue for the period from and after any such nominal date.               

 Section 11.12. Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT         
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE   
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE       
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.             

Section 11.13. Counterparts. This Indenture 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.                                                                

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  Section 11.14. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be  
effected by the Issuer and at its expense accompanied by an Opinion of Counsel  
(which may be counsel to the Indenture Trustee or any other counsel reasonably  
acceptable to the Indenture Trustee) to the effect that such recording is       
necessary either for the protection of the Noteholders or any other Person      
secured hereunder or for the enforcement of any right or remedy granted to the  
Indenture Trustee under this Indenture.                                         

    Section 11.15. Trust Obligations. (a) No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer, the Owner         
Trustee or the Indenture Trustee on the Notes or under this Indenture or any    
certificate or other writing delivered in connection herewith or therewith,     
against (i) the Indenture Trustee or the Owner Trustee in their respective      
individual capacities, (ii) any owner of a beneficial interest in the Issuer    
or (iii) any partner, owner, beneficiary, agent, officer, director, employee    
or agent of the Indenture Trustee or the Owner Trustee in its respective        
individual capacity, any holder of a beneficial interest in the Issuer, the     
Owner Trustee or the Indenture Trustee or of any successor or assign of the     
Indenture Trustee or the Owner Trustee in its individual capacity, except as    
any such Person may have expressly agreed (it being understood that the         
Indenture Trustee and the Owner Trustee have no such obligations in their       
respective individual capacities) and except that any such partner, owner or    
beneficiary shall be fully liable, to the extent provided by applicable law,    
for any unpaid consideration for stock, unpaid capital contribution or failure  
to pay any installment or call owing to such entity. For all purposes of this   
Indenture, in the performance of any duties or obligations of the Issuer        
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits  
of, the terms and provisions of Articles VI, VII and VIII of the Trust          
Agreement.                                                                      

(b)   In addition, (i) this Indenture is executed and delivered by  
_________________________, not individually or personally but solely as Owner   
Trustee, in the exercise of the powers and authority conferred and vested in    
it, (ii) each of the representations, undertakings and agreements herein made   
on the part of the Issuer or the Owner Trustee is made and intended not as      
personal representations, undertakings and agreements by                        
_________________________ but is made and intended for the purpose for binding  
only the Trust, (iii) nothing herein contained shall be construed as creating   
any liability on _________________________, individually or personally, to      
perform any covenant either expressed or implied contained herein, all such     
liability, if any, being expressly waived by the Indenture Trustee and by any   
Person claiming by, through or under the Indenture Trustee, and (iv) under no   
circumstances shall _________________________ be personally liable for the      
payment of any indebtedness or expenses of the Issuer or be liable for the      
breach or failure of any obligation, representation, warranty or covenant made  
or undertaken by the Issuer under this Indenture or the Operative Agreements.   

    Section 11.16. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree  
that they will not at any time institute against the Depositor or the Issuer,   
or join in any institution against the Depositor or the Issuer of, any          
bankruptcy, reorganization, arrangement, insolvency or liquidation              
proceedings, or other proceedings under any United States federal or state      
bankruptcy or similar law in connection with any obligations relating to the    
Notes, this Indenture or any of the Operative                                   

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Agreements; provided, however, nothing contained herein shall prevent the       
Indenture Trustee from filing proofs of claim.                                  

  Section 11.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the  
Issuer's normal business hours, to examine all the books of account, records,   
reports and other papers of the Issuer, to make copies and extracts therefrom,  
to cause such books to be audited by Independent Public Accountants, and to     
discuss the Issuer's affairs, finances and accounts with the Issuer's           
officers, employees and Independent certified public accountants, all at such   
reasonable times and as often as may be reasonably requested. The Indenture     
Trustee shall, and shall cause its representatives to, hold in confidence all   
such information except to the extent disclosure may be required by law (and    
all reasonable applications for confidential treatment are unavailing) and      
except to the extent that the Indenture Trustee may reasonably determine that   
such disclosure is consistent with its obligations hereunder; provided,         
further, that the Indenture Trustee may disclose on a confidential basis any    
such information to its agents, attorneys and auditors in connection with the   
performance of its responsibilities hereunder.                                  

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IN WITNESS WHEREOF, the Issuer, the Trust Administrator and the     
Indenture Trustee have caused this Indenture to be duly executed by their       
respective officers, thereunto duly authorized and duly attested, all as of     
the day and year first above written.                                           

                                [               ] 200   [   ], as Issuer

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

                                By:_____________________________________
   Name:
    Title:

               ______________________,
              as Trust Administrator

                               By:____________________________________

   Name:
    Title:

                            ________________________, not in its
                         individual capacity but solely as
         Indenture Trustee

                                By:_____________________________________
   Name:
    Title:

                                By:_____________________________________
   Name:
    Title:

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                                                                   EXHIBIT A

FORMS OF NOTES  

[See notes delivered at closing.] 

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EXHIBIT B 

FORM OF ERISA TRANSFER AFFIDAVIT  

                                                     -----------------------
                                                    date

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

          Re:   [                                ] 200__-[   ] _____________

1.    The undersigned is the ______________________ of              
______________________ (the "Investor"), a [corporation duly organized] and     
existing under the laws of __________, on behalf of which he makes this         
affidavit.                                                                      

2.    Either (i) the Investor is not, and on ___________ [date of   
transfer] will not be, acquiring the Notes for, or with the assets of, an       
employee benefit plan or other retirement arrangement that is subject to        
Section 406 of the Employee Retirement Income Security Act of 1974, as amended  
("ERISA"), or to Section 4975 of the Internal Revenue Code of 1986, as amended  
(or to any substantially similar law ("Similar Law")) or any entity deemed to   
hold the plan assets of the foregoing (a "Benefit Plan") or (ii) the            
Investor's acquisition and holding of the Notes for, or on behalf of, a         
Benefit Plan will not result in a non-exempt prohibited transaction under       
Section 406 of ERISA or Section 4975 of the Code which is not covered under     
Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38,   
PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result  
in a non-exempt violation of any Similar Law.                                   

3.    The Investor hereby acknowledges that under the terms of the  
Indenture among [      ] 200__-[ ], as Issuer, ______________________, as Trust 
Administrator, and ____________________________________, as Indenture Trustee,  
dated as of ________, 200_, no transfer of any Note shall be permitted to be    
made to any person unless the Trust Administrator has received a certificate    
from such transferee in the form hereof.                                        

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IN WITNESS WHEREOF, the Investor has caused this instrument to be   
executed on its behalf, pursuant to proper authority, by its duly authorized    
officer, duly attested, this ____ day of _______________, 20__.                 

                               _______________________________________
        [Investor]

                                By:_____________________________________
   Name:
    Title:

ATTEST:                                                                         

___________________________                                                     

STATE OF                )                                                       
)  ss.:                         
COUNTY OF               )                                                       

    Personally appeared before me the above-named ___________________, known
or proved to me to be the same person who executed the foregoing instrument     
and to be the _________________ of the Investor, and acknowledged that he       
executed the same as his free act and deed and the free act and deed of the     
Investor.                                                                       

Subscribed and sworn before me this _____ day of ___________ 20___. 

                                __________________________________
           NOTARY PUBLIC

                       My commission expires the
                           ____ day of __________, 20__.

B-2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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Filed on:		2/24/06							None on these Dates
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