Exhibit 4.1


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                           [NAME OF ISSUING ENTITY],
                               as Issuing Entity,

                                      and

                          [NAME OF INDENTURE TRUSTEE],
                              as Indenture Trustee




                       __________________________________

                                   INDENTURE
                          DATED AS OF ________1, 200__



                               ASSET-BACKED NOTES
                      ASSET-BACKED VARIABLE FUNDING NOTES
                         ASSET-BACKED SUBORDINATE NOTES





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                                TABLE OF CONTENTS

                                                                            Page


                                    ARTICLE I

                                   DEFINITIONS

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

                                   ARTICLE II

                           ORIGINAL ISSUANCE OF NOTES

Section 2.01   Form...........................................................
Section 2.02   Execution, Authentication and Delivery.........................

                                   ARTICLE III

                                    COVENANTS

Section 3.01   [Reserved.]....................................................
Section 3.02   Maintenance of Office or Agency................................
Section 3.03   Money for Payments To Be Held in Trust; Paying Agent...........
Section 3.04   Existence......................................................
Section 3.05   Payment of Principal and Interest; Defaulted Interest..........
Section 3.06   Protection of Trust Estate.....................................
Section 3.07   Opinions as to Trust Estate....................................
Section 3.08   Performance of Obligations; Sale and Servicing Agreement.......
Section 3.09   Negative Covenants.............................................
Section 3.10   Annual Statement as to Compliance..............................
Section 3.11   Recordation of Assignments.....................................
Section 3.12   Representations and Warranties Concerning the Mortgage Loans...
Section 3.13   Assignee of Record of the Mortgage Loans.......................
Section 3.14   Servicer as Agent and Bailee of the Indenture Trustee..........
Section 3.15   Investment Company Act.........................................
Section 3.16   Issuing Entity May Not Consolidate, etc........................
Section 3.17   Successor or Transferee........................................
Section 3.18   No Other Business..............................................
Section 3.19   No Borrowing...................................................
Section 3.20   Guarantees.....................................................
Section 3.21   Capital Expenditures...........................................
Section 3.22   Indenture Trustee Not Liable for Notes or Related Documents....
Section 3.23   Notice of Events of Default....................................
Section 3.24   Further Instruments and Acts...................................
Section 3.25   Statements to Noteholders......................................
Section 3.26   Allocation of Principal Payments to the Offered Notes and the
               Variable Funding Notes.........................................
Section 3.27   Reserved.......................................................
Section 3.28   Allocation of Losses on the Mortgage Loans.....................
Section 3.29   Additional Representations and Warranties of the Issuing Entity

                                   ARTICLE IV

                THE NOTES; SATISFACTION AND DISCHARGE OF INDENTUR

Section 4.01   The Notes......................................................
Section 4.02   Registration of and Limitations on Transfer and Exchange of
               Notes; Appointment of Certificate Registrar....................
Section 4.03   Mutilated, Destroyed, Lost or Stolen Notes.....................
Section 4.04   Persons Deemed Owners..........................................
Section 4.05   Cancellation...................................................
Section 4.06   Book-Entry Notes...............................................
Section 4.07   Notices to Depository..........................................
Section 4.08   Definitive Notes...............................................
Section 4.09   Tax Treatment..................................................
Section 4.10   Reserved.......................................................
Section 4.11   Satisfaction and Discharge of Indenture........................
Section 4.12   Application of Trust Money.....................................
Section 4.13   [Reserved.]....................................................
Section 4.14   Repayment of Monies Held by Paying Agent.......................
Section 4.15   Temporary Offered Notes........................................
Section 4.16   ERISA Treatment................................................

                                    ARTICLE V

                              DEFAULT AND REMEDIES

Section 5.01   Notification of Certain Events of Default......................
Section 5.02   Acceleration of Maturity; Rescission and Annulment.............
Section 5.03   Collection of Indebtedness and Suits for Enforcement by
               Indenture Trustee..............................................
Section 5.04   Remedies; Priorities...........................................
Section 5.05   Optional Preservation of the Trust Estate......................
Section 5.06   Limitation of Suits............................................
Section 5.07   Unconditional Right of Noteholders To Receive Principal and
               Interest.......................................................
Section 5.08   Restoration of Rights and Remedies.............................
Section 5.09   Rights and Remedies Cumulative.................................
Section 5.10   Delay or Omission Not a Waiver.................................
Section 5.11   Control by Noteholders.........................................
Section 5.12   Waiver of Past Defaults........................................
Section 5.13   Undertaking for Costs..........................................
Section 5.14   Waiver of Stay or Extension Laws...............................
Section 5.15   Sale of Trust Estate...........................................
Section 5.16   Action on Notes................................................
Section 5.17   Performance and Enforcement of Certain Obligations.............

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.01   Duties of Indenture Trustee....................................
Section 6.02   Rights of Indenture Trustee....................................
Section 6.03   Individual Rights of Indenture Trustee.........................
Section 6.04   Indenture Trustee's Disclaimer.................................
Section 6.05   Notice of Event of Default.....................................
Section 6.06   Reports by Indenture Trustee to Noteholders....................
Section 6.07   Compensation...................................................
Section 6.08   Replacement of Indenture Trustee...............................
Section 6.09   Successor Indenture Trustee by Merger..........................
Section 6.10   Appointment of Co-Indenture Trustee or Separate Indenture
               Trustee........................................................
Section 6.11   Eligibility; Disqualification..................................
Section 6.12   Preferential Collection of Claims Against Issuing Entity.......
Section 6.13   Representations and Warranties.................................
Section 6.14   Directions to Indenture Trustee................................
Section 6.15   Conflicting Instructions.......................................

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

Section 7.01   Issuing Entity To Furnish Indenture Trustee Names and
               Addresses of Noteholders.......................................
Section 7.02   Preservation of Information; Communications to Noteholders.....
Section 7.03   Reports by Issuing Entity......................................
Section 7.04   Reports by Indenture Trustee...................................
Section 7.05   Reports Filed with Securities and Exchange Commission..........

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01   Collection of Money............................................
Section 8.02   [Reserved.]....................................................
Section 8.03   Officer's Certificate..........................................
Section 8.04   Termination upon Distribution to Noteholders...................
Section 8.05   Release of Trust Estate........................................
Section 8.06   Surrender of Notes upon Final Payment..........................

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01   Supplemental Indentures Without Consent of Noteholders.........
Section 9.02   Supplemental Indentures With Consent of Noteholders............
Section 9.03   Execution of Supplemental Indentures...........................
Section 9.04   Effect of Supplemental Indenture...............................
Section 9.05   Conformity with Trust Indenture Act............................
Section 9.06   Reference in Notes to Supplemental Indentures..................

                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01  Compliance Certificates and Opinions, etc......................
Section 10.02  Form of Documents Delivered to Indenture Trustee...............
Section 10.03  Acts of Noteholders............................................
Section 10.04  Notices........................................................
Section 10.05  Notices to Noteholders; Waiver.................................
Section 10.06  Conflict with Trust Indenture Act..............................
Section 10.07  Effect of Headings.............................................
Section 10.08  Successors and Assigns.........................................
Section 10.09  Severability of Provisions.....................................
Section 10.10  [Reserved.]....................................................
Section 10.11  Legal Holidays.................................................
Section 10.12  Governing Law..................................................
Section 10.13  Counterparts...................................................
Section 10.14  Recording of Indenture.........................................
Section 10.15  Issuing Entity Obligation......................................
Section 10.16  No Petition....................................................
Section 10.17  Inspection.....................................................



Appendix A     Definitions
Exhibit A-1    Form of  Offered Senior Notes (includes Form of Class I-A
               Note, Class II-A Note and Class A-IO Note)
Exhibit A-2    Form of Offered Subordinate Notes (includes Form of Class
               M-1 Note, Class M-2 Note, Class
               B-1 Note and Class B-2 Note)
Exhibit A-3    Form of Non-Offered Senior Notes (includes Form of Variable
               Funding Note and Capped Funding Note)
Exhibit A-4    Form of Non-Offered Subordinate Notes (includes Form of Class
               X-1 Note, Class X-2A Note and Class X-2B Note)
Exhibit B      Form of Rider 144A Investment Representation
Exhibit C      Form of Investor Representation Letter
Exhibit D      Form of Transferor Representation Letter
Exhibit E      Form of Representation Letter
Exhibit F      Certificate of Non-Foreign Status
Exhibit G      Form of Back-Up Certification to Form 10-K Certificate
Exhibit H      Form 10-D, Form 8-K and Form 10-K Reporting Responsibility


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     This INDENTURE, dated as of ________1, 200__, is between [Name of Issuing
Entity] a [Delaware statutory trust], as issuing entity (the "Issuing Entity"),
and [Name Of Indenture Trustee], as trustee (the "Indenture Trustee").

                                   WITNESSETH:

     Each party hereto agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuing Entity's
Asset-Backed Notes, Series [200__-_] (the "Offered Notes"), the Holders of the
Issuing Entity's Asset-Backed Variable Funding Notes, Series [200__-_] (the
"Variable Funding Notes") and the Holders of the Issuing Entity's Asset-Backed
Subordinate Notes, Series [200__-_] (the "Subordinate Notes" and, together with
the Variable Funding Notes and the Offered Notes, the "Notes").

                                 GRANTING CLAUSE

     The Issuing Entity hereby Grants to the Indenture Trustee at the Closing
Date, as trustee for the benefit of the Noteholders, all of the Issuing Entity's
right, title and interest, whether now existing or hereafter created, in and to
(i) the Mortgage Loans and all Additional Balances, (ii) all funds on deposit
from time to time in the Collection Account and the Trustee Collection Account
(in each case as defined in Appendix A hereto) and all proceeds thereof, (iii)
the assignment of the Depositor's right, title and interest in the
representations and warranties made by the Seller in the Mortgage Loan Purchase
and Servicing Agreement and (iv) all present and future claims, demands, causes
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 and all payments on or under, and all proceeds of
every kind and nature whatsoever in the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, checks, deposit accounts,
rights to payment of any and every kind, and other forms of obligations and
receivables, instruments and other property that at any time constitute all or
part of or are included in the proceeds of any of the foregoing (collectively,
the "Trust Estate" or 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, equally
and ratably without prejudice, priority or distinction, and to secure compliance
with the provisions of this Indenture, all as provided herein.

     The Indenture Trustee, as trustee on behalf of the Noteholders,
acknowledges such Grant, accepts the trust under this Indenture in accordance
with the provisions hereof and agrees to perform its duties as Indenture Trustee
as required herein.

                                   ARTICLE I

                                   DEFINITIONS

     Section 1.01 Definitions.

     For all purposes of this Indenture, except as otherwise expressly provided
herein or unless the context otherwise requires, capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in
Appendix A attached hereto, which is incorporated by reference herein.

     Section 1.02 Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the Trust Indenture Act of
1939, as amended (the "TIA"), such 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:

     "Commission" means the Securities and Exchange Commission.

     "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.

     "obligor" on the indenture securities means the Issuing Entity and any
other obligor on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the 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" includes "and/or"; (iv) "including" means including
without limitation; (v) words in the singular include the plural and words in
the plural include the singular; (vi) the term "proceeds" has the meaning
ascribed thereto in the UCC; (vii) 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; and (viii) references to a Person are also to such
Person's permitted successors and assigns.

                                   ARTICLE II

                           ORIGINAL ISSUANCE OF NOTES

     Section 2.01 Form.

     The Senior Notes (other than the Variable Funding Notes), the Subordinate
Notes, the Variable Funding Notes (including the Capped Funding Notes) and the
Non-Offered Subordinate Notes, in each case together with the Indenture
Trustee's certificate of authentication, shall be in substantially the forms set
forth in Exhibit A-1, A-2, A-3, and A-4, respectively, with such appropriate
insertions, 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 thereof. Any portion of the text of a Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face thereof.

     The Notes shall be typewritten, printed, lithographed or engraved, or
produced by any combination of such methods (with or without steel engraved
borders), all as determined by the Authorized Officers executing the same, as
evidenced by their execution thereof.

     The terms of the Notes set forth in Exhibits A-1, A-2, A-3, and A-4 are
part of the terms of this Indenture.

     Section 2.02 Execution, Authentication and Delivery.

     The Notes shall be executed on behalf of the Issuing Entity by any of its
Authorized Officers. 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 Issuing Entity shall bind the Issuing
Entity, notwithstanding that such individuals or any of them shall 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 Indenture Trustee shall upon the Issuing Entity's Request authenticate
and deliver Offered Notes for original issuance in their Initial Class Note
Balance or Notional Amount as of the Cut-Off Date and Variable Funding Notes for
original issuance in an aggregate initial principal amount of zero.
Notwithstanding the foregoing, (i) at any time the Variable Funding Balance may
not exceed the Maximum Variable Funding Balance, and (ii) the Variable Funding
Balance may not increase more than $[100,000] in any month unless the Indenture
Trustee receives an Opinion of Counsel to the effect that such increase will not
have any material adverse tax consequences to the Trust.

     Each Note shall be dated the date of its authentication. The Notes, other
than the Class [A-IO] Notes, shall be issuable as registered Notes in minimum
initial Note Balances of $1,000 and in integral multiples of $1 in excess
thereof. The Class [A-IO] Notes shall be issuable as registered Notes in minimum
percentage interests of 5% and in integral multiples of 5% in excess thereof.

     Each Variable Funding Note shall be initially issued with a Variable
Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an
amount equal to the sum of the Additional Balance Differential for the
Collection Period relating to the Payment Date following the date of issuance of
such Variable Funding Note pursuant to Section 4.01.

     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
Indenture Trustee 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.

                                  ARTICLE III

                                    COVENANTS

     Section 3.01 [Reserved.]

     Section 3.02 Maintenance of Office or Agency.

     The Issuing Entity shall maintain an office or agency where, subject to the
satisfaction of conditions set forth herein, Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuing Entity in respect of the Notes and this Indenture may be served. The
Issuing Entity hereby initially appoints the Indenture Trustee to serve as its
agent for the foregoing purposes. If at any time the Issuing Entity shall fail
to maintain any such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Indenture Trustee, and the
Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.

     Section 3.03......Money for Payments To Be Held in Trust; Paying Agent.

     All payments of amounts due and payable with respect to any Notes pursuant
to Section 3.05 shall be made on behalf of the Issuing Entity by the Indenture
Trustee or the Paying Agent, and no amounts shall be paid to the Issuing Entity
except as provided in this Section. The Indenture Trustee shall initially be the
Paying Agent.

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

     (a) 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 pay such sums to such Persons as herein provided;

     (b) give the Indenture Trustee written notice of any default by the Issuing
Entity of which it has actual knowledge in the making of any payment required to
be made with respect to the Notes;

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

     (d) immediately resign as Paying Agent and forthwith pay to the Indenture
Trustee all sums held by it in trust for payments in respect of the 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;

     (e) 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; and

     (f) deliver to the Indenture Trustee a copy of the statement to Noteholders
prepared with respect to each Payment Date pursuant to Section 4.01 of the Sale
and Servicing Agreement.

     The Issuing Entity may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuing Entity Request direct any Paying Agent to pay to the Indenture Trustee
all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which such sums were held
by such Paying Agent; and upon such payment by any Paying Agent to the Indenture
Trustee, 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 Indenture Trustee or any Paying Agent in trust for the payment of any
amount due with respect to any Note and remaining unclaimed for one year after
such amount has become due and payable shall be discharged from such trust and
be paid to the Issuing Entity on Issuing Entity Request; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Issuing Entity for payment thereof (but only to the extent of the amounts so
paid to the Issuing Entity), and all liability of the Indenture Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before being required
to make any such repayment, shall at the expense and direction of the Issuing
Entity cause to be published once, in an Authorized Newspaper, 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 Issuing Entity. The
Indenture Trustee may also adopt and employ, at the expense and direction of the
Issuing Entity, any other reasonable means of notification of such repayment
(including mailing notice of such repayment to Holders the Notes of which have
been called but have not been surrendered for redemption or the right of which
to or interest in monies due and payable but not claimed is determinable from
the records of the Indenture Trustee or any Paying Agent, at the last address of
record for each such Holder).

     Section 3.04 Existence.

     The Issuing Entity shall keep in full force and effect its existence,
rights and franchises as a statutory trust under the laws of the State of
[Delaware] (unless it becomes, or any successor Issuing Entity hereunder is or
becomes, organized under the laws of any other State or of the United

     States of America, in which case the Issuing Entity shall keep in full
effect its existence, rights and franchises under the laws of such other
jurisdiction) and shall 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
Mortgage Loans and each other instrument or agreement included in the Trust
Estate.

Section 3.05 Payment of Principal and Interest; Defaulted Interest.

     (a) On each Payment Date (other than a Payment Date after an Event of
Default and an acceleration of the Notes), from amounts on deposit in the
Trustee Collection Account resulting from Interest Collections and Principal
Collections with respect to the Mortgage Loans (after the Indenture Trustee has
removed any investment earnings to be retained by it pursuant to Section 6.07 or
paid to the Depositor pursuant to Section 5.03 of the Sale and Servicing
Agreement), minus the Indenture Trustee Fee payable to the Indenture Trustee for
such Payment Date and any permitted expenses reimbursable to the Indenture
Trustee pursuant to Section 6.07, the Indenture Trustee shall apply the
following amounts in the following order of priority, in accordance with the
Report to Noteholders:

          first, to pay the accrued and unpaid interest due on the Note Balances
     (or Variable Funding Balance in the case of the Variable Funding Notes) of
     the Notes and the notional balance of the Class [A-IO] Notes at their
     respective Note Rates, in the following order:

               (A) to the Senior Notes on a pro rata basis in accordance with
          the amount of accrued interest due thereon;

               (B) to the Class M-1 notes;

               (C) to the Class M-2 notes;

               (D) to the Class B-1 notes; and

               (E) to the Class B-2 notes;

          second, to pay as principal on the Notes (other than the Class [A-IO]
     Notes), in an amount equal to the Principal Collection Distribution Amount,
     in the following order:

               (A) to the Senior Notes, in the order specified in Section
          3.26(a) and (b), until their aggregate Note Balance has been reduced
          to the Senior Optimal Principal Balance;

               (B) to the Class M-1 Notes, until the Note Balance thereof has
          been reduced to the Class M-1 Optimal Balance;

               (C) to the Class M-2 Notes, until the Note Balance thereof has
          been reduced to the Class M-2 Optimal Balance;

               (D) to the Class B-1 Notes, until the Note Balance thereof has
          been reduced to the Class B-1 Optimal Balance;

               (E) to the Class B-2 Notes, until the Note Balance thereof has
          been reduced to the Class B-2 Optimal Balance;

          third, to pay as principal on the Senior Notes, in the order specified
     in Section 3.26(a) and (b), until their aggregate Note Balance has been
     reduced to the Senior Optimal Principal Balance, an amount equal to the
     Liquidation Loss Distribution Amount;

          fourth, to pay as principal on the Class M-1 Notes, until the Note
     Balance thereof has been reduced to the Class M-1 Optimal Balance, an
     amount equal to the Liquidation Loss Distribution Amount, to the extent not
     distributed to the holders of the Senior Notes under clause third above;

          fifth, to pay as principal on the Class M-2 Notes, until the Note
     Balance thereof has been reduced to the Class M-2 Optimal Balance, an
     amount equal to the Liquidation Loss Distribution Amount, to the extent not
     distributed to the holders of the Senior Notes or the Class M-1 Notes under
     clause third and fourth above respectively;

          sixth, to pay as principal on the Class B-1 Notes, until the Note
     Balance thereof has been reduced to the Class B-1 Optimal Balance, an
     amount equal to the Liquidation Loss Distribution Amount, to the extent not
     distributed to the holders of the Senior Notes, the Class M-1 Notes or the
     Class M-2 Notes under clauses third, fourth and fifth above, respectively;

          seventh, to pay as principal on the Class B-2 Notes, until the Note
     Balance thereof has been reduced to the Class B-2 Optimal Balance, an
     amount equal to the Liquidation Loss Distribution Amount, to the extent not
     distributed to the holders of the Senior Notes, the Class M-1 Notes, the
     Class M-2 Notes or the Class B-1 Notes under clauses third, fourth, fifth
     and sixth above, respectively;

          eighth, to pay as principal on the Senior Notes, in the order
     specified in Section 3.26(a) and (b), until their aggregate Note Balance
     has been reduced to the Senior Optimal Principal Balance, an amount equal
     to the Overcollateralization Increase Amount (up to the
     Overcollateralization Funding Amount);

          ninth, to pay as principal on the Class M-1 Notes, until the Note
     Balance thereof has been reduced to the Class M-1 Optimal Principal
     Balance, an amount equal to the Overcollateralization Increase Amount (up
     to the Overcollateralization Funding Amount, less any portion thereof
     applied under clause eighth above), to the extent not distributed to the
     holders of the Senior Notes under clause eighth above;

          tenth, to pay as principal on the Class M-2 Notes, until the Note
     Balance thereof has been reduced to the Class M-2 Optimal Principal
     Balance, an amount equal to the Overcollateralization Increase Amount (up
     to the Overcollateralization Funding Amount, less any portion thereof
     applied under clauses eighth or ninth above), to the extent not distributed
     to the holders of the Senior Notes or the Class M-1 Notes under clauses
     eighth or ninth above respectively;

          eleventh, to pay as principal on the Class B-1 Notes, until the Note
     Balance thereof has been reduced to the Class B-1 Optimal Principal
     Balance, an amount equal to the Overcollateralization Increase Amount (up
     to the Overcollateralization Funding Amount, less any portion thereof
     applied under clauses eighth, ninth or tenth above), to the extent not
     distributed to the holders of the Senior Notes, the Class M-1 Notes or the
     Class M-2 Notes under clauses eighth, ninth or tenth above;

          twelfth, to pay as principal on the Class B-2 Notes, until the Note
     Balance thereof has been reduced to the Class B-2 Optimal Principal
     Balance, an amount equal to the Overcollateralization Increase Amount (up
     to the Overcollateralization Funding Amount, less any portion thereof
     applied under clauses eighth, ninth, tenth or eleventh above), to the
     extent not distributed to the holders of the Senior Notes, the Class M
     Notes, or the Class B-1 Notes under clauses eighth, ninth, tenth or
     eleventh above;

          thirteenth, to pay the Indenture Trustee, the Administrator, the
     Servicer and the Owner Trustee any unpaid expenses and other reimbursable
     amounts owed to them;

          fourteenth, to pay any unpaid Interest Carry-Forward Amounts, together
     with interest thereon, in the following order:

               (A) to the Senior Notes on a pro rata basis in accordance with
          the amount of any unpaid Interest Carry-Forward Amounts;

               (B) to the Class M-1 Notes;

               (C) to the Class M-2 Notes;

               (D) to the Class B-1 Notes; and

               (E) to the Class B-2 Notes; and

          fifteenth, any remaining amounts to the holders of the Non-Offered
     Subordinate Notes and the Certificates in the proportions and priorities
     set forth in Section 3.26(d).

provided, however, that the foregoing is also subject to the allocation rules
and priorities set forth in Sections 3.26 and 3.28.

     Notwithstanding the foregoing, on the applicable Legal Final Payment Date
of the Offered Notes (other than the [Class A-IO Notes]) and the Variable
Funding Notes, the amounts to be paid pursuant to clause second above shall be
equal to the sum of the Offered Note Balance of the applicable Class or Classes
of Offered Notes and the Variable Funding Balance of the Variable Funding Notes
immediately prior to such Payment Date.

     In the event that any withholding tax is imposed on distributions (or
allocations of income) to a Holder of a Note or Certificate, such tax shall
reduce the amount otherwise distributable to such Holder in accordance with this
Section 3.05. The Indenture Trustee is hereby authorized and directed to retain
or cause to be retained from amounts otherwise distributable to the Holders of
the Notes or Certificates sufficient funds for the payment of any tax that is
legally owed by the Issuing Entity; provided, that such authorization shall not
prevent the Indenture Trustee from contesting any such tax in appropriate
Proceedings and withholding payment thereof, if permitted by law, pending the
outcome of such Proceedings. The amount of any withholding tax imposed with
respect to a Holder of a Note or Certificate shall be treated as cash
distributed to such Holder at the time it is withheld by the Indenture Trustee
and remitted to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution, the Indenture Trustee
may in its sole discretion withhold such amounts in accordance with this
paragraph.

     Amounts paid to Noteholders shall be paid in respect of the Offered Notes,
the Variable Funding Notes or the Non-Offered Subordinate Notes, as the case may
be, in accordance with the applicable percentage as set forth in paragraph (b)
below. Any installment of interest or principal payable on any Note that is
punctually paid or duly provided for by the Issuing Entity on the applicable
Payment Date shall be paid to the Holder of record thereof on the immediately
preceding Record Date by wire transfer to an account specified in writing by
such Holder reasonably satisfactory to the Indenture Trustee, or by check or
money order mailed to the address of such Noteholder reflected in the Note
Register, in the amount required to be distributed to such Holder on such
Payment Date pursuant to such Holder's Notes; provided, that the Indenture
Trustee shall not pay to any such Holder any amounts required to be withheld
from a payment to such Holder by the Code.

     (b) Principal of each Note (other than the Class [A-IO] Notes) shall be due
and payable in full on the Legal Final Payment Date for the related Class of
Notes as provided in the applicable form of Note set forth in Exhibits A-1, A-2,
A-3, and A-4. All principal payments on the Offered Notes and the Variable
Funding Notes shall be made pro rata to the Class of Noteholders entitled
thereto in accordance with the related Percentage Interests represented thereby.
Upon written notice to the Indenture Trustee by the Issuing Entity, the
Indenture Trustee shall notify the Person in the name of which a Note is
registered at the close of business on the Record Date preceding the related
Legal Final Payment Date. Such notice shall be mailed no later than five
Business Days prior to the related Legal Final Payment Date and shall specify
that payment of the principal amount and any interest due with respect to such
Note at the related Legal Final Payment Date 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 such final payment.

     Section 3.06 Protection of Trust Estate.

     (a) The Issuing Entity shall from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and shall 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) cause the Trust to enforce any of the Mortgage Loans; or

          (iv) preserve and defend title to the Trust Estate and the rights of
     the Indenture Trustee and the Noteholders therein against the claims of all
     Persons and parties.

     (b) Except as otherwise provided in this Indenture, the Indenture Trustee
shall not remove any portion of the Trust Estate that consists of money or that
is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of
Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it
was held as described in the Opinion of Counsel delivered at the Closing Date
pursuant to Section 3.07(a), if no Opinion of Counsel shall have yet been
delivered pursuant to Section 3.07(b)), unless the Indenture Trustee shall have
first received an Opinion of Counsel to the effect that the Lien and security
interest created by this Indenture with respect to such property will continue
to be maintained after giving effect to such action or actions.

     The Issuing Entity hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section.

     Section 3.07 Opinions as to Trust Estate.

     (a) On the Closing Date, the Issuing Entity shall furnish to the Indenture
Trustee and the Owner Trustee an Opinion of Counsel, at the expense of the
Issuing Entity, stating that (i) 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 perfect and make effective the Lien and security
interest in the Mortgage Loans and reciting the details of such action, or (ii)
in the opinion of such counsel, no such action is necessary to make such Lien
and security interest effective.

     (b) On or before December 31st of each calendar year, commencing in 200__,
the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel
at the expense of the Issuing Entity stating that (i) in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and re-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 is necessary to
maintain the Lien and security interest in the Mortgage Loans and reciting the
details of such action or (ii) in the opinion of such counsel, no such action is
necessary to maintain such Lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and re-filing of this
Indenture, any indentures supplemental hereto and any other requisite documents,
and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the Lien and security interest in the Mortgage Loans until December 31 of the
following calendar year.

     Section 3.08 Performance of Obligations; Sale and Servicing Agreement.

     (a) The Issuing Entity shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic
Documents and the instruments and agreements included in the Trust Estate.

     (b) The Issuing Entity 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 Issuing Entity shall be deemed to be action taken by the Issuing Entity.

     (c) The Issuing Entity shall not take any action or permit any action to be
taken by others that would release any Person from any of such Person's
covenants or obligations under any document relating to the Mortgage Loans
(including the Mortgage Documents and the Related Documents) or under any
instrument included in the Trust Estate, or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such document or any such instrument, except
such actions as the Servicer is expressly permitted to take in the Sale and
Servicing Agreement.

     (d) The Issuing Entity may enter into contracts with other Persons for the
performance of the Issuing Entity's obligations hereunder, and performance of
such obligations by such Persons shall be deemed to be performance of such
obligations by the Issuing Entity.

     Section 3.09 Negative Covenants.

     So long as any Notes are Outstanding, the Issuing Entity shall not:

     (a) except as expressly permitted by this Indenture, sell, transfer,
exchange or otherwise dispose of the Trust Estate, unless directed to do so by
the Indenture Trustee;

     (b) 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 Trust Estate;

     (c) 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, permit any Lien (other than the Lien of this
Indenture) to be created on or extend to or otherwise arise upon or burden the
Trust Estate, any part thereof, any interest therein or any proceeds thereof or
permit the Lien of this Indenture not to constitute a valid first priority
security interest in the Trust Estate; or

     (d) impair or cause to be impaired the Issuing Entity's interest in the
Mortgage Loans, the Mortgage Loan Purchase and Servicing Agreement or in any
other Basic Document, if any such action would materially and adversely affect
the interests of the Noteholders.

     Section 3.10 Annual Statement as to Compliance.

     The Issuing Entity shall deliver to the Indenture Trustee, on or before
March 15 of each year (commencing with 200__), an Officer's Certificate stating,
as to the Authorized Officer signing such Officer's Certificate, that:

     (a) a review of the activities of the Issuing Entity during such year (or
from the Closing Date in the case of the first such Certificate) and of its
performance under this Indenture and the Trust Agreement has been made under
such Authorized Officer's supervision; and

     (b) to the best of such Authorized Officer's knowledge, based on such
review, the Issuing Entity has complied with all conditions and covenants under
this Indenture and the Trust Agreement throughout such year (or from the Closing
Date in the case of the first such Certificate) 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 3.11 Recordation of Assignments.

     The Issuing Entity shall enforce the obligation of the Servicer under
Section 3.13 of the Sale and Servicing Agreement to submit or cause to be
submitted for recording Assignments of Mortgages in accordance with such
Section.

     Section 3.12 Representations and Warranties Concerning the Mortgage Loans.

     The Indenture Trustee, as pledgee of the Mortgage Loans, shall have the
benefit of the representations and warranties of the Seller in Sections 7.01 and
7.02 of the Mortgage Loan Purchase and Servicing Agreement, assigned to the
Issuing Entity in Section 2.01 of the Sale and Servicing Agreement and restated
by the Seller in Section 2.07 of the Sale and Servicing Agreement, concerning
the Mortgage Loans, including without limitation the right to enforce the
remedies against the Seller and the Depositor provided in Sections 7.03 and
12.01 of the Mortgage Loan Purchase and Servicing Agreement and Section 2.08 of
the Sale and Servicing Agreement to the same extent as though such
representations and warranties were made directly to the Indenture Trustee.

     Section 3.13 Assignee of Record of the Mortgage Loans.

     As pledgee of the Mortgage Loans, the Indenture Trustee shall hold record
title to the Mortgage Loans by being named as payee in the endorsements of the
Mortgage Notes and assignee in the Assignments of Mortgage recorded to the
extent required by Section 3.13 of the Sale and Servicing Agreement. Except as
expressly provided in the Mortgage Loan Purchase and Servicing Agreement or the
Sale and Servicing Agreement with respect to any Mortgage Loan, the Indenture
Trustee shall not execute any endorsement or assignment or otherwise release or
transfer record title to such Mortgage Loan until such time as the remaining
Trust Estate, or any portion thereof, may be released pursuant to Section 8.05
hereof.

     Section 3.14 Servicer as Agent and Bailee of the Indenture Trustee.

     Solely for purposes of perfection under Section 9-313 of the UCC or other
similar applicable law, rule or regulation of the State in which such property
is held by the Servicer, the Indenture Trustee hereby acknowledges that the
Master Servicer is acting as agent and bailee of the Indenture Trustee in
holding amounts on deposit in the Collection Account pursuant to Section 3.04
and Section 5.02 of the Sale and Servicing Agreement that are allocable to the
Mortgage Loans, as well as the agent and bailee of the Indenture Trustee in
holding any Related Documents released to the Servicer pursuant to Section 3.09
of the Sale and Servicing Agreement, and any other items constituting a part of
the Trust Estate that from time to time come into the possession of the Master
Servicer. It is intended that, by the Master Servicer's acceptance of such
agency pursuant to Section 3.01 of the Sale and Servicing Agreement, the
Indenture Trustee, as pledgee of the Mortgage Loans, will be deemed to have
possession of such Related Documents, such monies and such other items for
purposes of Section 9-313 of the UCC of the State in which such property is held
by the Servicer.

     Section 3.15 Investment Company Act.

     The Issuing Entity shall not become an "investment company" or under the
"control" of an "investment company" as such terms are defined in the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, that the Issuing Entity shall be in compliance with this Section if it
shall have obtained an order exempting it from regulation as an "investment
company" so long as it is in compliance with the conditions imposed in such
order.

     Section 3.16 Issuing Entity May Not Consolidate, etc.

     (a) The Issuing Entity shall not consolidate or merge with or into any
other Person, unless:

          (i) the Person (if other than the Issuing Entity) formed by or
     surviving such consolidation or merger shall be a Person organized and
     existing under the laws of the United States of America or any State, and
     shall expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Indenture Trustee, in form reasonably satisfactory to the
     Indenture Trustee, the due and punctual payment of the principal of and
     interest on the Notes, and to the Certificate Paying Agent, on behalf of
     the Certificateholders, and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuing Entity
     to be performed or observed, all as provided herein;

          (ii) immediately after giving effect to such transaction, no Event of
     Default shall have occurred and be continuing;

          (iii) each Rating Agency shall have notified the Issuing Entity that
     such transaction will not cause a Rating Event;

          (iv) the Issuing Entity shall have received an Opinion of Counsel (and
     shall have delivered a copy thereof to the Indenture Trustee) to the effect
     that such transaction will not have any material adverse tax consequence to
     the Issuing Entity, any Noteholder or any Certificateholder;

          (v) any action that is necessary to maintain the Lien and security
     interest created by this Indenture shall have been taken; and

          (vi) the Issuing Entity shall have delivered to the Indenture Trustee
     an Officer's Certificate and an Opinion of Counsel each stating that such
     consolidation or merger and such supplemental indenture comply with this
     Article and that all conditions precedent herein provided for relating to
     such transaction have been complied with (including any filing required by
     the Exchange Act).

     (b) The Issuing Entity shall not convey or transfer any of its properties
or assets, including those included in the Trust Estate, to any Person, unless:

          (i) the Person that acquires by conveyance or transfer the properties
     and assets of the Issuing Entity the conveyance or transfer of which is
     hereby restricted shall (A) be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any State, (B) expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form satisfactory to
     the Indenture Trustee, the due and punctual payment of the principal of and
     interest on all Notes and the performance or observance of every agreement
     and covenant of this Indenture on the part of the Issuing Entity to be
     performed or observed, all as provided herein, (C) expressly agree by means
     of such supplemental indenture that all right, title and interest so
     conveyed or transferred shall be subject and subordinate to the rights of
     the Noteholders, (D) unless otherwise provided in such supplemental
     indenture, expressly agree to indemnify, defend and hold harmless the
     Issuing Entity from and against any loss, liability or expense arising
     under or relating to this Indenture or the Notes and (E) expressly agree by
     means of such supplemental indenture that such Person (or if a group of
     Persons, then one specified Person) shall make all filings with the
     Commission (and any other appropriate Person) required by the Exchange Act
     in connection with the Notes;

          (ii) immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii) each Rating Agency shall have notified the Issuing Entity that
     such transaction will not cause a Rating Event;

          (iv) the Issuing Entity shall have received an Opinion of Counsel (and
     shall have delivered a copy thereof to the Indenture Trustee) to the effect
     that such transaction will not have any material adverse tax consequence to
     the Issuing Entity or any Senior Noteholder;

          (v) any action that is necessary to maintain the Lien and security
     interest created by this Indenture shall have been taken; and

          (vi) the Issuing Entity shall have delivered to the Indenture Trustee
     an Officer's Certificate and an Opinion of Counsel each stating that such
     conveyance or transfer and such supplemental indenture comply with this
     Article and that all conditions precedent herein provided for relating to
     such transaction have been complied with (including any filing required by
     the Exchange Act).

     Section 3.17 Successor or Transferee.

     (a) Upon any consolidation or merger of the Issuing Entity in accordance
with Section 3.16(a), the Person formed by or surviving such consolidation or
merger (if other than the Issuing Entity) shall succeed to, and be substituted
for, and may exercise every right and power of, the Issuing Entity under this
Indenture with the same effect as if such Person had been named as the Issuing
Entity herein.

     (b) Upon a conveyance or transfer of all the assets and properties of the
Issuing Entity pursuant to Section 3.16(b), the Issuing Entity will be released
from every covenant and agreement of this Indenture to be observed or performed
on the part of the Issuing Entity with respect to the Notes immediately upon the
delivery of written notice to the Indenture Trustee of such conveyance or
transfer.

     Section 3.18 No Other Business.

     The Issuing Entity shall not engage in any business other than financing,
purchasing, owning and selling and managing the Mortgage Loans, the issuance of
the Notes and the Certificate in the manner contemplated by this Indenture and
the other Basic Documents and all activities incidental thereto.

     Section 3.19 No Borrowing.

The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become
liable, directly or indirectly, for any indebtedness, except for the Notes.

     Section 3.20 Guarantees.

     Except as contemplated by this Indenture or the other Basic Documents, the
Issuing Entity 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 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 Person.

     Section 3.21 Capital Expenditures.

     The Issuing Entity shall not make any expenditure (by long-term or
operating lease or otherwise) for capital assets (either realty or personalty).

     Section 3.22 Indenture Trustee Not Liable for Notes or Related Documents.

     The recitals contained herein shall be taken as the statements of the
Depositor, and the Indenture Trustee assumes no responsibility for the
correctness thereof. The Indenture Trustee makes no representations as to the
validity or sufficiency of this Indenture, of any other Basic Document or of the
Notes (other than the signatures of the Indenture Trustee on the authentication
of the Notes) or of any other documents relating thereto. The Indenture Trustee
shall at no time have any responsibility or liability with respect to the
sufficiency of the Trust Estate or its ability to generate the payments to be
distributed to the Noteholders under this Indenture, including the compliance by
the Depositor or the Seller with any representation or warranty made under any
Basic Document or in any related document or the accuracy of any such
representation or warranty, or any action of the Paying Agent or the Note
Registrar or the Indenture Trustee taken in the name of the Owner Trustee.

     Section 3.23 Notice of Events of Default.

     The Issuing Entity shall give the Indenture Trustee, the Administrator and
each Rating Agency prompt written notice of each Event of Default hereunder.

     Section 3.24 Further Instruments and Acts.

     Upon request of the Indenture Trustee, the Issuing Entity shall 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 3.25 Statements to Noteholders.

     On each Payment Date, the Indenture Trustee will make the Report to
Noteholders (and, at its option, any additional files containing the same
information in alternative format) available to Noteholders, the Depositor and
the Issuing Entity via the Indenture Trustee's internet website. The Indenture
Trustee's internet website shall initially be located at www.ctslink.com.
Assistance in using the website can be obtained by calling the Trustee's
customer service desk at (___) ___-____. Persons that are unable to use the
above distribution options are entitled to have a paper copy mailed to them via
first class mail by calling the customer service desk and indicating such. The
Indenture Trustee shall have the right to change the way Report to Noteholders
are distributed in order to make such distribution more convenient and/or more
accessible to the above Persons, and the Indenture Trustee shall provide timely
and adequate notification to all above Persons regarding any such changes.

     Section 3.26 Allocation of Principal Payments to the Offered Notes and the
Variable Funding Notes.

     (a) All principal payments made to the holders of the Senior Notes (other
than the Class [A-IO] Notes) on each Payment Date from whatever source with
respect to the Principal Collection Distribution Amount, the Liquidation Loss
Amount and the Overcollateralization Increase Amount shall be distributed
concurrently to: (a) the Class [I-A] Notes and (b) the [Group II] Notes in the
aggregate, in each case in proportion to the percentage of the Principal
Collections (net of Principal Collections from [Group II] used to purchase any
Additional Balances) derived from the related Loan Group (with respect to which
any related Notes are outstanding) for that Payment Date, until the Note
Balances of the Class [I-A] Notes and the [Group II] notes in the aggregate have
been reduced to zero. After the Note Balances of either the Class [I-A] Notes or
the [Group II] Notes in the aggregate have been reduced to zero, all principal
payments allocated to the Senior Notes of such Group shall be distributed to the
remaining class or classes of Senior Notes of the other Group in reduction of
the Note Balance or Balances thereof.

     (b) Payments of principal that are allocated to the [Group II] Notes will
be paid to the Class [II-A] Notes and the Variable Funding Notes pro rata based
on the outstanding Note Balance or Variable Funding Balance, as applicable,
thereof until paid in full.

     (c) Any provision in this Agreement to the contrary notwithstanding, until
the Step-down Date, no principal payments shall be distributed to the
Subordinate Notes unless the Note Balances of all of the Senior Notes have been
reduced to zero. In addition, if on any Payment Date the Loss and Delinquency
Tests are not satisfied, amounts otherwise payable to the Subordinate Notes with
respect to principal shall be paid to the Senior Notes, and the Subordinate
Notes shall receive no distributions of principal on that Payment Date.

     (d) Payments to the holders of the Non-Offered Subordinate Notes and
Certificates on each Payment Date will be equal to the amount of remaining funds
in the Trustee Collection Account under clause fifteenth of Section 3.05(a).
Payment of such aggregate amount on each Payment Date will be made to the Holder
of the Non-Offered Subordinate Notes as follows: first, to the Class X-1 Notes,
solely as a payment of principal, until the Class X-1 Note Balance has been
reduced to $0, and thereafter, to the Class [X-2A] and Class [X-2B] Notes in the
proportion of [25%] and [75%], respectively, of the aggregate amount to be paid
on each Payment Date. No payment of any portion of such aggregate amount will be
made to the Holder of the Certificate on any Payment Date.

     Section 3.27 Reserved.

     Section 3.28 Allocation of Losses on the Mortgage Loans.

     On each Payment Date, the amount of Liquidation Loss Amounts incurred on
the Mortgage Loans in the related Collection Period that were not distributed
pursuant to clauses third, fourth, fifth, sixth or seventh of Sections 3.05(a)
will be applied as follows:

     FIRST,   to reduce any Overcollateralization Amount (after allocation of
              Principal Collections and Interest Collections on the Mortgage
              Loans for such Payment Date) until such amount has been reduced to
              $0;

     SECOND,  to reduce the Note Balance of the Class B-2 Notes, until the
              outstanding Note Balance thereof has been reduced to $0;

     THIRD,   to reduce the Note Balance of the Class B-1 Notes, until the
              outstanding Note Balance thereof has been reduced to $0;

     FOURTH,  to reduce the Note Balance of the Class M-2 Notes, until the
              outstanding Note Balance thereof has been reduced to $0;

     FIFTH,   to reduce the Note Balance of the Class M-1 Notes, until the
              outstanding Note Balance thereof has been reduced to $0; and

     SIXTH,   to reduce the Note Balance of the Senior Notes until the
              outstanding Note Balances thereof have been reduced to zero.

Any such Liquidation Loss Amounts allocated to Senior Notes (other than the
Class [A-IO] Notes) shall be allocated to the Senior Notes on a pro rata basis.
The reduction of the Note Balance of any Class of Notes by application of
Liquidation Loss Amounts as described above shall entitle such Class to
reimbursement for such amount, with interest thereon, in accordance with Section
3.05(a) as a distribution of the Liquidation Loss Distribution Amount (but
without double counting for any prior distribution of Liquidation Loss
Distribution Amounts to such Class covering such loss amounts). Payment of that
reimbursement amount will not further reduce the Note Balance of the applicable
Class of Subordinate Notes. Notwithstanding any provision of this section to the
contrary, after the Note Balance of any Class has been reduced to $0, that Class
will no longer be entitled to distributions.

     Section 3.29 Additional Representations and Warranties of the Issuing
Entity.

     This Indenture creates a valid and continuing security interest (as defined
in the applicable UCC) in the Mortgage Loans in favor of the Indenture Trustee,
which security interest is prior to all other Liens, and is enforceable as such
as against creditors of and purchasers from the Issuing Entity. The Mortgage
Loans constitute "instruments" or "accounts" within the meaning of the
applicable UCC. The Issuing Entity owns and has good and marketable title to the
Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person.
All original executed copies of each Mortgage Note (or a "lost note affidavit"
in lieu thereof) that constitute or evidence the Mortgage Loans have been
delivered to the Indenture Trustee. The Issuing Entity has caused or will have
caused, within ten days following the Closing Date, the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest in
the Collateral granted to the Indenture Trustee hereunder. Other than the
security interest granted to the Indenture Trustee pursuant to this Indenture,
the Issuing Entity has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Mortgage Loans. The Issuing Entity has not
authorized the filing of and is not aware of any financing statements against
the Issuing Entity that include a description of collateral covering the
Mortgage Loans other than any financing statement relating to the security
interest granted to the Indenture Trustee hereunder or that has been terminated.
The Issuing Entity is not aware of any judgment or tax lien filings against the
Issuing Entity. None of the Mortgage Notes that constitute or evidence the
Mortgage Loans has any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Indenture
Trustee. The foregoing representations and warranties shall survive the
discharge of this Indenture.

                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     Section 4.01 The Notes.

     (a) The Offered Notes shall be registered in the name of a nominee
designated by the Depository. Beneficial Owners shall hold interests in the
Offered Notes through the book-entry facilities of the Depository in minimum
initial Note Balances (or Notional Balances in the case of the Class A-IO Notes)
of $1,000 and integral multiples of $1 in excess thereof. The Capped Funding
Notes shall be issued as physical notes in fully registered form in minimum
initial Capped Funding Balances of $10,000 and integral multiples of $1,000 in
excess thereof, together with any additional amount necessary to cover (i) the
aggregate Variable Funding Balance of the Variable Funding Notes at the time of
the denominational exchange thereof or (ii) the aggregate Capped Funding Balance
of any Capped Funding Notes issued in an exchange described in paragraph (d)
below. The Variable Funding Balance of the Variable Funding Notes at the time of
such exchange shall be the initial Capped Funding Balance of the Capped Funding
Notes issued in exchange therefor.

     The Indenture Trustee may for all purposes (including the making of
payments due on the Notes) deal with the Depository as the authorized
representative of the Beneficial Owners with respect to the Offered Notes for
the purposes of exercising the rights of Offered Noteholders hereunder. Except
as provided in the next succeeding paragraph, the rights of Beneficial Owners
with respect to the Offered Notes shall be limited to those established by law
and agreements between such Beneficial Owners and the Depository and Depository
Participants. Except as provided in Section 4.08, Beneficial Owners shall not be
entitled to definitive certificates for the Offered Notes as to which they are
the Beneficial Owners. Requests and directions from, and votes of, the
Depository as Holder of the Offered Notes shall not be deemed inconsistent if
they are made with respect to different Beneficial Owners. The Indenture Trustee
may establish a reasonable record date in connection with solicitations of
consents from or voting by Offered Noteholders and give notice to the Depository
of such Record Date. Without the consent of the Issuing Entity and the Indenture
Trustee, the Depository may not transfer any Offered Note except to a successor
Depository that agrees to hold such Offered Note for the account of the
Beneficial Owners.

     In the event that The Depository Trust Company resigns or is removed as
Depository, the Indenture Trustee, with the approval of the Issuing Entity, may
appoint a successor Depository. If no successor Depository has been appointed
within 30 days after the effective date of the predecessor Depository's
resignation or removal, each Beneficial Owner shall be entitled to certificates
representing the Offered Notes it beneficially owns in the manner prescribed in
Section 4.08.

     The Owner Trustee (not in its individual capacity but solely as Owner
Trustee), shall, on original issue, execute the Offered Notes on behalf of the
Issuing Entity, and the Indenture Trustee shall authenticate and deliver the
Notes to or upon the order of the Issuing Entity.

     (b) On each Payment Date, the aggregate Variable Funding Balance of the
Variable Funding Notes shall be increased by an amount equal to the Additional
Balance Differential for such Payment Date, subject to the terms and conditions
set forth below. The aggregate Variable Funding Balance of the Variable Funding
Notes, including the Capped Funding Balance of the Capped Funding Notes, shall
not exceed the Maximum Variable Funding Balance, and may not increase by more
than $100,000 in any month unless the Indenture Trustee receives an Opinion of
Counsel to the effect that such increase will not have any material adverse tax
consequences to the Trust.

     (c) The Variable Funding Note issued on the Closing Date shall bear the
Designation "VFN-1", and each Variable Funding Note issued thereafter shall bear
sequential numerical designations in the order of their issuance.

     (d) Subject to the following conditions, the Variable Funding Notes may be
exchanged pursuant to Section 4.02 for one or more Capped Funding Notes. Prior
to any such exchange, the party requesting the exchange must provide an Opinion
of Counsel, addressed to the Issuing Entity and the Indenture Trustee, to the
effect that the Capped Funding Notes shall qualify for federal income tax
purposes as indebtedness of the Issuing Entity and neither the Issuing Entity
nor any portion thereof will be characterized as a taxable mortgage pool within
the meaning of Section 7701(i) of the Code. Upon receipt of the Opinion of
Counsel, the Indenture Trustee shall issue Capped Funding Notes with a Capped
Funding Balance equal to the Capped Funding Balance permitted under such Opinion
of Counsel, in minimum denominations as set forth in paragraph (a) above. The
Capped Funding Notes shall bear the designation "Capped" in addition to any
other applicable designation. The Capped Funding Notes shall be issued
concurrently with a reduction in the aggregate Variable Funding Balance. Any
Variable Funding Balance not represented by a Capped Funding Note shall result
in the issuance of a new Variable Funding Note having an initial Variable
Funding Balance equal to the excess of the outstanding Variable Funding Balance
of the Variable Funding Note so surrendered over the initial Capped Funding
Balances of the Capped Funding Notes. The Indenture Trustee and the Issuing
Entity agree to cooperate with each other, the party requesting the exchange of
Variable Funding Notes for Capped Funding Notes and the Depositor, the Seller
and the Owner Trustee, and to cause no unreasonable delay in issuing Capped
Funding Notes in connection with this Section.

     Section 4.02 Registration of and Limitations on Transfer and Exchange of
Notes; Appointment of Certificate Registrar.

     The Issuing Entity shall cause to be kept at the Corporate Trust Office of
the Indenture Trustee a Note Register in which, subject to such reasonable
regulations as it may prescribe, the Note Registrar shall provide for the
registration of Notes and of transfers and exchanges of Notes as herein
provided.

     Subject to the restrictions and limitations set forth below, upon surrender
for registration of transfer of any Note at the Corporate Trust Office of the
Indenture Trustee, the Issuing Entity shall execute, and the Note Registrar
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes in authorized initial Note Balances.

     No transfer of a Non-Offered Subordinate Note shall be permitted, and no
such transfer shall be registered in the Note Register or be effective
hereunder, unless evidenced by an Opinion of Counsel that establishes that such
transfer and the registration of such transfer will not cause the Issuing
Entity, or any portion thereof, to be characterized as an association (or a
publicly traded partnership) taxable as a corporation either by having more than
100 holders of the Certificates and the Non-Offered Subordinate Notes at any
time during the taxable year of the Issuing Entity or otherwise, a corporation
or a taxable mortgage pool for federal income tax purposes.

     No Non-Offered Subordinate Note or any interest therein (the "Transferred
Note or Interest") may be transferred unless all of the Non-Offered Subordinate
Notes and all interests therein are transferred together with the Transferred
Note or Interest. Any purported transfers in violation of this provision shall
be void.

     In addition, no transfer, sale, assignment, pledge or other disposition of
a Non-Offered Subordinate Note shall be made unless the proposed transferee
executes a representation letter substantially in the form of Exhibit E, that
(i) such transferee is acquiring the Non-Offered Subordinate Note for its own
behalf and is not acting as agent or custodian for any other Person or entity in
connection with such acquisition, (ii) if such transferee is a partnership,
grantor trust or S corporation for federal income tax purposes, Non-Offered
Subordinate Notes represent not more than 50% of the assets of the partnership,
grantor trust or S corporation, (iii) such transferee agrees to be bound by the
Indenture and (iv) such transferee will not (x) incur indebtedness secured by
Non-Offered Subordinate Notes where payments on such indebtedness bear a
relationship to payments on either the Mortgage Loans in Group II or the
Mortgage Loans as a whole within the meaning of Treasury Regulations Section
301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly
achieve the result described in clause (x).

     Except as described below, each holder of Non-Offered Subordinate Notes
shall establish its non-foreign status by submitting to the Owner Trustee and
the Indenture Trustee an IRS Form W-9 and the Certificate of Non-Foreign Status
(in substantially the form attached hereto as Exhibit F).

     A Non-Offered Subordinate Note may be transferred to a Person unable to
establish its non-foreign status as described in the preceding paragraph only if
such Person provides an Opinion of Counsel to the Depositor, the Owner Trustee
and the Indenture Trustee, which Opinion of Counsel shall not be an expense of
the Trust, the Depositor, the Owner Trustee or the Indenture Trustee,
satisfactory to the Owner Trustee and the Indenture Trustee, that such transfer
(i) will not affect the federal income tax status of the Trust or any portion
thereof and (ii) will not adversely affect the interests of any
Certificateholder or Noteholder, including as a result of the imposition of any
federal withholding taxes on the Trust (except to the extent that such
withholding taxes would be payable solely from amounts otherwise distributable
to the Non-Offered Subordinate Notes of the prospective transferee). If such
transfer occurs and such foreign Person becomes subject to such federal
withholding taxes, any such taxes will be withheld by the Indenture Trustee.
Each holder of Non-Offered Subordinate Notes unable to establish its non-foreign
status shall submit to the Indenture Trustee a properly completed copy of the
type of Form W-8 that the Indenture Trustee shall reasonably request and shall
resubmit such form every three years or with the frequency as required by
then-applicable regulations.

     No Variable Funding Note, other than any Capped Funding Note, may be
transferred. Subject to the provisions set forth below, Capped Funding Notes may
be transferred; provided, that with respect to the initial transfer thereof by
the Seller, prior written notification of such transfer shall have been given to
each Rating Agency by the Seller.

     No transfer, sale, pledge or other disposition of a Capped Funding Note
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act, and any applicable
state securities laws, or is made in accordance with the Securities Act and such
state laws. In the event of any such transfer, the Indenture Trustee or the
Issuing Entity shall require the transferee to execute either (i) an investment
letter in substantially the form attached hereto as Exhibit B (or in such form
reasonably satisfactory to the Indenture Trustee and the Issuing Entity), which
investment letters shall not be an expense of the Issuing Entity, the Owner
Trustee, the Indenture Trustee or the Depositor, and which investment letter
shall state that, among other things, such transferee is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or
for the accounts of other "qualified institutional buyers" as defined under Rule
144A, and is aware that the proposed transferor intends to rely on the exemption
from registration requirements under the Securities Act provided by Rule 144A or
(ii) a written Opinion of Counsel (who may be in-house counsel) acceptable to
and in form and substance reasonably satisfactory to the Indenture Trustee and
the Issuing Entity that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from the Securities
Act and such state laws or is being made pursuant to the Securities Act and such
state laws, which Opinion of Counsel shall not be an expense of the Issuing
Entity, the Owner Trustee, the Indenture Trustee or the Depositor, and the
Indenture Trustee shall require the transferee to execute an investment letter
in substantially the form of Exhibit C hereto, and the transferor shall execute
a representation letter, substantially in the form of Exhibit D hereto,
acceptable to and in form and substance reasonably satisfactory to the Issuing
Entity and the Indenture Trustee certifying to the Issuing Entity and the
Indenture Trustee the facts surrounding such transfer, which investment letter
shall not be an expense of the Indenture Trustee or the Issuing Entity. The
Holder of a Capped Funding Note desiring to effect such transfer shall, and does
hereby agree to, indemnify the Indenture Trustee and the Issuing Entity against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal or state laws. Notwithstanding the foregoing, the
restriction of transfer specified in this paragraph is not applicable to any
Capped Funding Notes that have been registered under the Securities Act.

     Subject to the foregoing, at the option of the related Noteholders, Notes
may be exchanged for other Notes of like tenor and Class, in each case, in
authorized initial Note Balances evidencing the same aggregate Percentage
Interests upon surrender of the Notes to be exchanged at the Corporate Trust
Office of the Indenture Trustee, as Note Registrar. With respect to any
surrender of Capped Funding Notes for exchange, the new Capped Funding Notes
delivered in exchange therefore shall bear the designation "Capped" in addition
to any other applicable designation. Whenever any Notes are so surrendered for
exchange, the Indenture Trustee shall execute, and the Note Registrar shall
authenticate and deliver, the Notes that the Noteholder making such exchange is
entitled to receive. Each Note presented or surrendered for registration of
transfer or exchange shall (if so required by the Note Registrar) be duly
endorsed by, or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Note Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing, with such signature
guaranteed by a commercial bank or trust company. Notes delivered upon any such
transfer or exchange shall evidence the same obligations, and shall be entitled
to the same rights and privileges, as the Notes surrendered.

     No service charge shall be made for any registration of transfer or
exchange of any Notes, but the Note Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any such registration of transfer or exchange. All Notes
surrendered for registration of transfer and exchange shall be cancelled by the
Note Registrar and delivered to the Indenture Trustee for subsequent destruction
without liability on the part of either.

     The Issuing Entity hereby appoints the Indenture Trustee as Certificate
Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
to Section 3.08 of the Trust Agreement in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges thereof pursuant to
Section 3.04 of the Trust Agreement. The Indenture Trustee hereby accepts such
appointment.

     Section 4.03 Mutilated, Destroyed, Lost or Stolen Notes.

     If (i) any mutilated Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by it to hold the Issuing Entity and
the Indenture Trustee harmless; then, in the absence of notice to the Issuing
Entity, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a bona fide purchaser, and provided that the requirements of Section
8-405 of the UCC are met, the Issuing Entity shall execute, and upon its request
the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
provided, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall be, or within seven days shall be, due and payable, instead of
issuing a replacement Note, the Issuing Entity may pay such destroyed, lost or
stolen Note when so due or payable without surrender thereof. If, after the
delivery of a 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 Issuing Entity and the Indenture Trustee shall
be entitled to recover such replacement Note or such payment from the Person to
which it was delivered or any Person taking such replacement Note from the
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuing Entity or the Indenture Trustee in connection
therewith.

     Upon the issuance of any replacement Note under this Section, the Issuing
Entity may require the payment by the related Noteholder of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith and any other reasonable related expenses (including the fees and
expenses of the Indenture Trustee).

     Each 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 Issuing Entity, whether or not such
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone each such replacement Note 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 4.04 Persons Deemed Owners.

     Prior to due presentment for registration of transfer of any Note, the
Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the
Indenture Trustee may treat the Person in the name of which such Note is
registered as of the date of determination as the owner of such Note for the
purpose of receiving payments of principal and interest, if any, on such Note
and for all other purposes whatsoever, whether or not such Note shall be
overdue; and neither the Issuing Entity nor the Indenture Trustee nor any agent
of the Issuing Entity or the Indenture Trustee shall be affected by notice to
the contrary.

     Section 4.05 Cancellation.

     All Notes surrendered for payment, registration of transfer, exchange or
redemption shall, if surrendered to any Person other than the Indenture Trustee,
be delivered to the Indenture Trustee, and shall be promptly cancelled by the
Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered
hereunder that the Issuing Entity may have acquired in any manner whatsoever,
and the Indenture Trustee shall promptly cancel all Notes so delivered. No Notes
shall be authenticated in lieu of or in exchange for any Notes cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Notes may be held or disposed of by the Indenture Trustee in
accordance with its standard retention or disposal policy as in effect at the
time of cancellation thereof, unless the Issuing Entity directs by Issuing
Entity Request that the same be destroyed or returned to it; provided, that such
Issuing Entity Request shall be timely and such Notes have not been previously
disposed of by the Indenture Trustee.

     Section 4.06 Book-Entry Notes.

     The Offered Notes, upon original issuance, will be issued in the form of
typewritten notes representing Book-Entry Notes, to be delivered to The
Depository Trust Company, the initial Depository, by or on behalf of the Issuing
Entity. The Offered Notes shall initially be registered on the Note Register in
the name of Cede & Co., the nominee of the initial Depository, and no Beneficial
Owner shall receive a Definitive Note representing such Beneficial Owner's
interest in the related Offered Note, except as provided in Section 4.08. Unless
and until definitive, fully-registered Offered Notes (the "Definitive Notes")
have been issued to Beneficial Owners pursuant to Section 4.08:

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

     (b) the Note Registrar and the Indenture Trustee shall be entitled to deal
with the Depository 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 Offered Notes, and shall have no
obligation to Beneficial Owners;

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

     (d) the rights of Beneficial Owners shall be exercised only through the
Depository, and shall be limited to those established by law and agreements
between the related Beneficial Owners and the Depository or the Depository
Participants. Unless and until Definitive Notes are issued pursuant to Section
4.08, the initial Depository shall make book-entry transfers among the
Depository Participants and receive and transmit payments of principal of and
interest on the Offered Notes to such Depository Participants; and

     (e) whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of Holders of Notes representing a specified
percentage of the aggregate Note Balance, the Depository shall be deemed to
represent such percentage only to the extent that it has received instructions
to such effect from Beneficial Owners or Depository Participants owning or
representing, respectively, such required percentage, and has delivered such
instructions to the Indenture Trustee.

     Section 4.07 Notices to Depository.

     Whenever a notice or other communication to the Offered Noteholders is
required under this Indenture, unless and until Definitive Notes shall have been
issued to Beneficial Owners pursuant to Section 4.08, the Indenture Trustee
shall give all such notices and communications specified herein to be given to
Offered Noteholders to the Depository, and shall have no obligation to any
Beneficial Owner.

     Section 4.08 Definitive Notes.

     If (i) the Indenture Trustee determines that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to the
Offered Notes and the Indenture Trustee is unable to locate a qualified
successor, (ii) the Indenture Trustee elects to terminate the book-entry system
through the Depository or (iii) after the occurrence of an Event of Default,
Beneficial Owners representing at least a majority of the aggregate Offered Note
Balance advise the Depository in writing that the continuation of a book-entry
system through the Depository is no longer in the best interests of the
Beneficial Owners, then the Depository shall notify all Beneficial Owners and
the Indenture Trustee of the occurrence of such event and of the availability of
Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Offered Notes representing the Book-Entry
Notes by the Depository, accompanied by registration instructions, the Issuing
Entity shall execute and the Indenture Trustee shall authenticate Definitive
Notes in accordance with the instructions of the Depository. None of the Issuing
Entity, the Note Registrar 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 shall recognize the holders of such Definitive
Notes as Offered Noteholders.

     Section 4.09 Tax Treatment.

     (a) The Issuing Entity has entered into this Indenture, and the Offered
Senior Notes, the Variable Funding Notes, the Offered Subordinate Notes and the
Class X-1 Notes shall be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, such Notes will
qualify as indebtedness of the Issuing Entity.

     The Issuing Entity, by entering into this Indenture, and each holder of an
Offered Senior Note, the Variable Funding Notes, an Offered Subordinate Notes or
a Class X-1 Note, by its acceptance of such Note (and each Beneficial Owner by
its acceptance of an interest in such Note), agrees to treat such Note for
federal, state and local income, single business and franchise tax purposes as
indebtedness of the Issuing Entity.

     (b) The Issuing Entity has entered into this Indenture, and the Class X-2A
Notes and the Class X-2B Notes shall be issued, with the intention that, for
federal, state and local, income, single business and franchise tax purposes,
such Notes will qualify as equity of the Issuing Entity.

     The Issuing Entity, by entering into this Indenture, and each holder of a
Class X-2A Note or a Class X-2B Note, by its acceptance of such Note (and each
Beneficial Owner by its acceptance of a beneficial interest in such Note),
agrees (i) to treat such Note for federal, state and local income, single
business and franchise tax purposes as equity of the Issuing Entity and (ii) to
the terms of Section 4.09(c) hereof and Sections 3.12 and 5.03 of the Trust
Agreement.

     (c) If the Certificates, the Class X-2A Notes and Class X-2B Notes are held
by more than one Person, the net income of the Issuing Entity for any month as
determined for federal income tax purposes (and each item of income, gain, loss,
credit and deduction entering into the computation thereof) shall be allocated
among the Certificateholders and the holders of the Class X-2A Notes and Class
X-2B Notes as of the first Record Date following the end of such month, in
accordance with each such holder's Percentage Interest in the Certificates and
the Class X-2A Notes and Class X-2B Notes. Net losses of the Issuing Entity, if
any, for any month as determined for federal income tax purposes (and each item
of income, gain, loss, credit and deduction entering into the computation
thereof) shall be allocated among the Certificateholders and the holders of the
Class X-2A Notes and Class X-2B Notes as of the first Record Date following the
end of such month, in accordance with each such holder's Percentage Interest in
the Certificates and the Class X-2A Notes and Class X-2B Notes. The Indenture
Trustee, on behalf of the Depositor and at the direction of the Servicer, is
authorized to modify the allocations in this paragraph if necessary or
appropriate for the allocations to fairly reflect the economic income, gain or
loss to the holders of the Certificates and the Class X-2A Notes and Class X-2B
Notes, or as otherwise required by the Code. The Servicer shall act as agent of
the tax matters partner of the Trust.

     Section 4.10 Reserved.

     Section 4.11 Satisfaction and Discharge of Indenture.

     Upon the occurrence of the events set forth in the immediately following
sentence, this Indenture shall cease to be of further effect with respect to the
Notes except as to (a) rights of registration of transfer and exchange, (b)
substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of
Noteholders to receive payments of principal thereof and interest thereon, (d)
Sections 3.03, 3.04, 3.06, 3.09, 3.16, 3.18 and 3.19, (e) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.07 and the obligations of the
Indenture Trustee under Section 4.11) and (f) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them. The Indenture Trustee, upon the
demand and at the expense of the Issuing Entity, shall execute proper
instruments acknowledging the satisfaction and discharge of this Indenture with
respect to the Notes, when:

          (i) 367 days after either

               (A) all Notes theretofore authenticated and delivered (other than
          (1) Notes that have been destroyed, lost or stolen and that have been
          replaced or paid as provided in Section 4.03 and (2) Notes for the
          payment of which money has theretofore been deposited in trust or
          segregated and held in trust by the Issuing Entity and thereafter
          repaid to the Issuing Entity or discharged from such trust, as
          provided in Section 3.03) have been delivered to the Indenture Trustee
          for cancellation; or

               (B) all Notes not theretofore delivered to the Indenture Trustee
          for cancellation (I) have become due and payable; (II) will become due
          and payable at the last Legal Final Payment Date within one year; or
          (III) have been declared immediately due and payable pursuant to
          Section 5.02;

     and the Issuing Entity, in the case of (I) or (II) above, has irrevocably
     deposited or caused to be irrevocably deposited with the Indenture Trustee
     cash or direct obligations of or obligations guaranteed by the United
     States of America that 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 the Notes then outstanding and not
     theretofore delivered to the Indenture Trustee for cancellation when due on
     the last Legal Final Payment Date;

          (ii) the Issuing Entity has delivered to the Indenture Trustee an
     Officer's Certificate and an Opinion of Counsel, each meeting the
     applicable requirements of Section 10.01 and stating that all conditions
     precedent herein provided for relating to the satisfaction and discharge of
     this Indenture have been complied with. If such Opinion of Counsel relates
     to a deposit made in connection with clause (i)(A)(2) above, such opinion
     shall further be to the effect that such deposit will not have any material
     adverse tax consequences to the Issuing Entity, the Noteholders or the
     Certificateholders.

     Section 4.12 Application of Trust Money.

     All monies deposited with the Indenture Trustee pursuant to Section 4.11
shall be held in trust and applied by the Indenture Trustee in accordance with
the provisions of the Notes and this Indenture to the payment, either directly
or through the Paying Agent or the Certificate Paying Agent, as the Indenture
Trustee may determine, to the Securityholders of all sums due and to become due
thereon for principal and interest; provided, that such monies need not be
segregated from other funds except to the extent required herein or required by
law.

     Section 4.13 [Reserved.]

     Section 4.14 Repayment of Monies Held by Paying Agent.

     In connection with the satisfaction and discharge of this Indenture with
respect to the Notes, all monies then held by any Person other than the
Indenture Trustee under the provisions of this Indenture with respect to the
Notes shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee
to be held and applied according to Section 3.05, and thereupon the Paying Agent
shall be released from all further liability with respect to such monies.

     Section 4.15 Temporary Offered Notes.

     Pending the preparation of Definitive Notes, the Issuing Entity may
execute, and upon its written direction, the Indenture Trustee may authenticate
and make available for delivery, temporary Offered Notes that are printed,
lithographed, typewritten, photocopied or otherwise produced, in any
denomination, substantially of the tenor of the Definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Offered Notes
may determine, as evidenced by their execution of such Term Notes.

     If temporary Offered Notes are issued, the Issuing Entity shall cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of the Definitive Notes, the temporary Offered Notes shall be
exchangeable for Definitive Notes upon surrender of such temporary Offered Notes
at the office or agency of the Indenture Trustee, without charge to the related
Offered Noteholder. Upon surrender for cancellation of any one or more temporary
Offered Notes, the Issuing Entity shall execute and the Indenture Trustee shall
authenticate and make available for delivery, in exchange therefor, Definitive
Notes of authorized denominations and of like tenor and aggregate principal
amount. Until so exchanged, such temporary Offered Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.

     Section 4.16 ERISA Treatment

     No Note may be sold or transferred to a Person unless such Person certifies
in the form of Exhibit C-5 to this Agreement (which in the case of the
Book-Entry Notes, such Person will be deemed to have made the representations
contained in such certificates, respectively), which certification the Indenture
Trustee may rely upon without further inquiry or investigation:

(i)      Such Person is neither (A) an employee benefit plan or other retirement
         arrangement, including individual retirement accounts and annuities,
         Keogh plans and collective investment funds and separate accounts in
         which such plans, accounts or arrangements are invested, including,
         without limitation, insurance company general accounts, that is subject
         to ERISA or the Code (each, a "Plan"), nor (B) any Person who is
         directly or indirectly purchasing such Note or interest therein on
         behalf of, as named fiduciary of, as trustee of, or with "Plan Assets"
         (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101)
         of a Plan;

(ii)     (A) Such Person is a Plan or a Person purchasing such Note with Plan
         Assets and represents that, as of the date of the transfer, the Notes
         are rated investment grade or better, (B) such Person believes that the
         Notes are properly treated as indebtedness without substantial equity
         features for purposes of the DOL Regulations, and agrees to so treat
         the Notes, and (C) the acquisition and holding of the Note will not
         give rise to a non-exempt prohibited transaction under Section 406 of
         ERISA or Section 4975 of the Code; or

(iii)     Such Person has provided the Note Registrar with an Opinion of
          Counsel, which Opinion of Counsel will not be at the expense of the
          Trust Estate, the Depositor, the Issuer, the Owner Trustee, the
          Indenture Trustee, the Administrators or the Note Registrar, which
          establishes to the satisfaction of the Indenture Trustee that the
          purchase, holding and transfer of such Note or interest therein is
          permissible under applicable law, will not constitute or result in a
          non-exempt prohibited transaction under ERISA or Section 4975 of the
          Code and will not subject the Issuer, the Owner Trustee, the
          Administrators, the Depositor, the Note Registrar or the Indenture
          Trustee to any obligation in addition to those undertaken in the
          Indenture.

         Notwithstanding the foregoing, neither an Opinion of Counsel nor a
certification will be required in connection with the initial transfer of any
such Note by the Depositor to an Affiliate of the Depositor (in which case, the
Depositor or any Affiliate thereof shall be deemed to have represented that such
Affiliate is not a Plan or any Person investing "plan assets" of any Plan) and
the Note Registrar shall be entitled to conclusively rely upon a representation
(which, upon the request of the Note Registrar, shall be a written
representation) from the Depositor of the status of such transferee as an
Affiliate of the Depositor.


                                   ARTICLE V

                              DEFAULT AND REMEDIES

     Section 5.01 Notification of Certain Events of Default.

     The Issuing Entity shall deliver to the Indenture Trustee, within five days
after learning of the occurrence of any event that with the giving of notice and
the lapse of time would become an Event of Default under paragraph (c) of the
definition of "Event of Default", written notice in the form of an Officer's
Certificate of the status thereof and what action the Issuing Entity is taking
or proposes to take with respect thereto.

     Section 5.02 Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default shall occur and be continuing with respect to the
Notes or if the Depositor or the Servicer shall purchase all of the Mortgage
Loans pursuant to Section 8.08 of the Sale and Servicing Agreement, then in
every such case the Indenture Trustee, acting at the direction of the Holders of
the Notes representing not less than a majority of the aggregate Note Balance of
the Notes, may (or shall in the case of a Master Servicer purchase under Section
8.08 of the Sale and Servicing Agreement) declare the Notes to be immediately
due and payable, by a notice in writing to the Issuing Entity and to the
Indenture Trustee; and upon any such declaration, the unpaid Note Balance of the
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.

     At any time after a declaration of acceleration of maturity with respect to
an Event of Default has been made with respect to the Notes and before a
judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter provided in this Article, the Holders of Notes
representing not less than a majority of the aggregate Note Balance of the Notes
that caused the acceleration of the Notes, by written notice to the Issuing
Entity and the Indenture Trustee, may in writing waive such Event of Default and
rescind and annul such declaration and its consequences if the Issuing Entity
has paid or deposited with the Indenture Trustee a sum sufficient to pay:

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

          (ii) 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

          (iii) all Events of Default, other than the nonpayment of 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.

     Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

     (a) The Issuing Entity covenants that if a default occurs in the payment of
(i) interest on any Note when the same becomes due and payable, and such default
continues for a period of five (5) days, or (ii) principal of any Note when the
same becomes due and payable; then, in each case the Issuing Entity shall, upon
demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit
of the Noteholders, the entire amount then due and payable on the Notes for
principal and interest, with interest on the overdue principal at the applicable
Note Rate. In addition thereto, the foregoing shall include 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) As to the Senior Notes, in case the Issuing Entity shall fail forthwith
to pay such amounts upon such demand, the Indenture Trustee, in its own name and
as trustee of an express trust, subject to the provisions of Section 10.16, may,
and at the direction of the Holders of Senior Notes representing not less than a
majority of the aggregate Note Balance of the Senior Notes, shall, institute
Proceedings for the collection of the sums so due and unpaid, and may prosecute
such Proceedings to judgment or final decree, and may enforce the same against
the Issuing Entity or other obligor on the Senior Notes and collect in the
manner provided by law out of the property of the Issuing Entity or such other
obligor on the Senior Notes, wherever situated, the monies adjudged or decreed
to be payable.

     (c) If an Event of Default shall occur and be continuing, the Indenture
Trustee, subject to the provisions of Section 10.16, may, as more particularly
provided in Section 5.04, in its discretion 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, relating to the Issuing Entity, any
other obligor on the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or similar
law; or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuing Entity or its property or such other obligor or
Person, or in case of any other comparable Proceedings relating to the Issuing
Entity or such other obligor, or to the creditors or property of the Issuing
Entity or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as expressed in such Notes
or by declaration or otherwise, and irrespective of whether the Indenture
Trustee shall have made any demand pursuant to this Section, shall be entitled
and empowered, by intervention in such Proceedings or otherwise:

          (i) to file and prove a claim for the entire 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, 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 such predecessor Indenture Trustee, except as a
     result of negligence, willful misconduct or bad faith) and the Noteholders
     allowed in the related Proceeding;

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

          (iii) to collect and receive any monies or other property payable or
     deliverable in respect of the claims of the Noteholders and the Indenture
     Trustee and to distribute all amounts received with respect to any such
     claims 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 Noteholders allowed in any judicial Proceeding relating to
     the Issuing Entity, its creditors or its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by the Noteholders to make payments to
the Indenture Trustee and, in the event the Indenture Trustee shall consent to
the making of payments directly to the Noteholders, to pay to the Indenture
Trustee such amounts as shall be sufficient to cover reasonable compensation of
the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and each such predecessor
Indenture Trustee, except as a result of negligence, willful misconduct or bad
faith.

     (e) Nothing contained herein shall be deemed to permit 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 Noteholder, or to authorize
the Indenture Trustee to vote in respect of any claim of a Noteholder in any
such Proceeding, except to vote for the election of a trustee in bankruptcy or
similar Person as provided above.

     (f) All rights of action and of asserting claims under this Indenture or in
respect of the Notes may be enforced by the Indenture Trustee without the
possession of any Notes or the production thereof in any Proceeding relating
thereto. Any such Proceeding 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 benefit of the Noteholders.

     (g) In any Proceeding brought by the Indenture Trustee (including any
Proceeding 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 Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceeding.

     Section 5.04 Remedies; Priorities.

     (a) If an Event of Default shall have occurred and be continuing, the
Indenture Trustee, subject to the provisions of Section 5.05 and Section 10.16,
may, or shall, at the direction of the Holders of Notes representing not less
than a majority of the aggregate Note Balance of the Notes, do one or more of
the following:

          (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 thereby obtained and collect from the Issuing Entity
     or any other obligor on the Notes any monies thereby adjudged due;

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

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

          (iv) sell the Trust Estate or any smaller portion thereof or any right
     or interest therein at one or more public or private sales called and
     conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of Notes representing 100%
of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or
liquidation distributable to the Noteholders are sufficient to discharge in full
all amounts then due and unpaid on the Notes for principal and interest, or (C)
the Indenture Trustee determines that the Mortgage Loans will not continue to
provide sufficient funds for the payment of principal of and interest on the
Notes as the same would have become due if the Notes had not been declared due
and payable, and the Indenture Trustee obtains the consent of the Holders of
Notes representing not less than 66 2/3% of the aggregate Note Balance of the
Notes. In determining such sufficiency or insufficiency with respect to clauses
(B) and (C) above, the Indenture Trustee may, but need not, obtain and rely upon
an opinion of an Independent investment banking or accounting firm of national
reputation addressed to the Indenture Trustee as to the feasibility of such
proposed action and as to the sufficiency of the portion of the Trust Estate for
such purpose. Notwithstanding the foregoing, for so long as a Servicing Default
shall not have occurred, any Sale of the Trust Estate shall be made subject to
the continued servicing of the Mortgage Loans by the Servicer as provided in the
Sale and Servicing Agreement. Notwithstanding any sale of the Mortgage Loans
pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as
any principal or accrued interest on the Notes remains unpaid, continue to act
as Indenture Trustee hereunder.

     (b) If the Indenture Trustee collects any money or property pursuant to
this Article (or in any case following an Event of Default and an acceleration
of the Notes), it shall pay out such money or property in the following order:

          (i) to the Indenture Trustee, for amounts due under Section 6.07 and
     to the Administrator for amounts due under Section 4 of the Administration
     Agreement and to the Owner Trustee, for amounts due to it under the Basic
     Documents;

          (ii) to the Senior Noteholders, for amounts due and unpaid on the
     Senior Notes in respect of interest, ratably, without preference or
     priority of any kind, according to the amounts then due and payable;

          (iii) to the Senior Noteholders, for amounts due and unpaid on the
     Notes in respect of principal, ratably, without preference or priority of
     any kind, until the respective Note Balances of the Senior Notes have been
     reduced to zero;

          (iv) to the Class M-1 Noteholders, for amounts due and unpaid on the
     Class M-1 Notes in respect of interest, ratably, without preference or
     priority of any kind, according to the amounts then due and payable;

          (v) to the Class M-1 Noteholders, for amounts due and unpaid on the
     Class M-1 Notes in respect of principal, ratably, without preference or
     priority of any kind, according to the amounts then due and payable;

          (vi) to the Class M-2 Noteholders, for amounts due and unpaid on the
     Class M-2 Notes in respect of interest, ratably, without preference or
     priority of any kind, according to the amounts then due and payable;

          (vii) to the Class M-2 Noteholders, for amounts due and unpaid on the
     Class M-2 Notes in respect of principal, ratably, without preference or
     priority of any kind, according to the amounts then due and payable;

          (viii) to the Class B-1 Noteholders, for amounts due and unpaid on the
     Class B-1 Notes in respect of interest, ratably, without preference or
     priority of any kind, according to the amounts then due and payable;

          (ix) to the Class B-1 Noteholders, for amounts due and unpaid on the
     Class B-1 Notes in respect of principal, ratably, without preference or
     priority of any kind, according to the amounts then due and payable;

          (x) to the Class B-2 Noteholders, for amounts due and unpaid on the
     Class B-2 Notes in respect of interest, ratably, without preference or
     priority of any kind, according to the amounts then due and payable;

          (xi) to the Class B-2 Noteholders, for amounts due and unpaid on the
     Class B-2 Notes in respect of principal, ratably, without preference or
     priority of any kind, according to the amounts then due and payable; and

          (xii) to the Indenture Trustee any remaining amounts for distribution
     to the Holders of Certificates and the Non-Offered Subordinate Notes in
     accordance with Section 3.26(d).

     The Indenture Trustee 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 Indenture Trustee shall mail to each Noteholder a notice that
states such record date, and payment date and the amount to be paid.

     Section 5.05 Optional Preservation of the Trust Estate.

     If the Notes have been declared 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 take and maintain possession of the Trust Estate. It is the desire of the
Issuing Entity and the Noteholders that there be at all times sufficient funds
for the payment of principal of and interest on the Notes and other obligations
of the Issuing Entity. In determining whether to take and maintain possession of
the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon
an opinion of an Independent investment banking or accounting firm of national
reputation addressed to the Indenture Trustee as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.

     Section 5.06 Limitation of Suits.

     No Noteholder shall have any right to institute any Proceeding with respect
to this Indenture, for the appointment of a receiver or trustee or for any other
remedy hereunder, unless (subject to the provisions of Section 10.16):

     (a) such Noteholder shall have previously given written notice to the
Indenture Trustee of a continuing Event of Default;

     (b) the Holders of Notes representing not less than 25% of the aggregate
Note Balance of the Notes shall 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;

     (c) such Noteholders shall have offered the Indenture Trustee reasonable
indemnity against the costs, expenses and liabilities that may be incurred by it
in complying with such request;

     (d) the Indenture Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute such Proceedings;
and

     (e) no direction inconsistent with such written request shall have been
given to the Indenture Trustee during such 60-day period by the Holders of Notes
representing not less than a majority of the aggregate Note Balance of the
Notes.

     No Noteholder shall have any right in any manner whatsoever by virtue of or
by availing itself of any provision of this Indenture to affect, disturb or
prejudice the rights of any other Noteholder, to obtain or to seek to obtain
priority or preference over any other Noteholder or to enforce any right under
this Indenture, in each case except in the manner herein provided.

     In the event that the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the aggregate Note Balance of the Senior
Notes, as applicable, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provision of this
Indenture.

     Section 5.07 Unconditional Right of Noteholders To Receive Principal and
Interest.

     Notwithstanding any other provision of this Indenture, each Noteholder
shall have the right, which is absolute and unconditional, to receive payment of
the interest and principal, if any, due on such Noteholder's Notes on or after
the due date expressed in such Notes or in this Indenture and to institute suit
for the enforcement of any such payment. Such right shall not be impaired
without the consent of the related Noteholder.

     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 in every such case the Issuing
Entity, 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 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 Noteholder to exercise
any right or remedy accruing upon an Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Indenture Trustee or the Noteholders may be exercised from time to time, and
as often as may be deemed expedient, by the Indenture Trustee or the
Noteholders, as the case may be.

     Section 5.11 Control by Noteholders.

     (a) The Holders of Notes representing not less than a majority of the
aggregate Note 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 conflict with any rule of law or with
     this Indenture;

          (ii) subject to Section 5.04, any direction to the Indenture Trustee
     to sell or liquidate the Trust Estate shall be given by the Holders of
     Notes representing 100% of the aggregate Note 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 Trust Estate pursuant to
     such Section, then any direction to the Indenture Trustee by Holders of
     Notes representing less than 100% of the aggregate Note Balance of the
     Notes to sell or liquidate the Trust Estate shall be of no force or effect;
     and

          (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 as set forth in this Subsection,
and subject to Section 6.01, the Indenture Trustee need not take any action that
it determines might subject it to liability or might materially and adversely
affect the rights of any Noteholders not consenting thereto unless the Indenture
Trustee has received indemnity satisfactory to it from a Noteholder.

     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 representing not less than a
majority of the aggregate Note Balance of the Notes that caused the acceleration
of such Notes may waive any past Event of Default and its consequences, except
an Event of Default (a) with respect to payment of principal of or interest on
such Notes or (b) in respect of a covenant or provision hereof that cannot be
modified or amended without the consent of all Noteholders or each Noteholder
affected thereby. In the case of any such waiver, the Issuing Entity, the
Indenture Trustee and the applicable Noteholders shall be restored to their
respective former positions and rights hereunder; provided, that no such waiver
shall extend to any subsequent or other Event of Default or impair any right
consequent thereto.

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

     Section 5.13 Undertaking for Costs.

     The parties hereto agree, and each Noteholder, by such Noteholder's
acceptance of a Note, shall be deemed to have agreed, that any court may in its
discretion require, in any Proceeding for the enforcement of any right or remedy
under this Indenture, or in any Proceeding against the Indenture Trustee for any
action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such Proceeding of an undertaking to pay the costs of such
Proceeding, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such
Proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, that the provisions of this
Section shall not apply to any Proceeding instituted by (i) the Indenture
Trustee, (ii) any Noteholder or group of Noteholders, in each case holding Notes
representing in the aggregate more than 10% of the aggregate Note Balance (or in
the case of a right or remedy under this Indenture which is instituted by the
Senior Notes, or the Subordinate Notes, more than 10% of the Note Balance of the
Senior Notes or the Subordinate Notes, as the case may be) or (iii) any
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the due date expressed in such Note and in this Indenture.

     Section 5.14 Waiver of Stay or Extension Laws.

     The Issuing Entity covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, 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 Issuing Entity (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 each such power as though no such law had been enacted.

     Section 5.15 Sale of Trust Estate.

     (a) The power to effect any sale or other disposition (each, a "Sale") of
the Trust Estate pursuant to Section 5.04 is expressly subject to the provisions
of Section 5.05 and this Section. The power to effect any such Sale shall not be
exhausted by any one or more Sales as to any portion of the Trust Estate
remaining unsold. The power to effect any such Sale shall continue unimpaired
until the Trust Estate has been sold or all amounts payable on the related
Classes of Notes under this Indenture have been paid. The Indenture Trustee may
from time to time postpone any public Sale by public announcement made at the
time and place of such Sale. The Indenture Trustee hereby expressly waives its
right to any amount fixed by law as compensation for any Sale.

     (b) The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any smaller portion thereof, unless:

          (i) the Noteholders of all affected Notes direct the Indenture Trustee
     to make such Sale;

          (ii) the proceeds of such Sale would be not less than the entire
     amount that would be payable to the affected Securityholders, in full
     payment thereof in accordance with Section 5.02, on the Payment Date next
     succeeding the date of such Sale; or

          (iii) the Indenture Trustee determines, in its sole discretion, that
     the conditions for retention of the Trust Estate set forth in Section 5.05
     cannot be satisfied (and in making any such determination, the Indenture
     Trustee may rely upon an opinion of an Independent investment banking firm
     obtained and delivered as provided in Section 5.05), and the Holders of
     Notes representing not less than 66 2/3% of the aggregate Note Balance of
     the affected Notes consent to such Sale.

     The purchase by the Indenture Trustee of all or any portion of the Trust
Estate at a private Sale shall not be deemed a Sale or other disposition thereof
for purposes of this paragraph.

     (c) Unless the Noteholders have otherwise consented or directed the
Indenture Trustee, at any public Sale of all or any portion of the Trust Estate
at which a minimum bid equal to or greater than the amount described in clause
(ii) of paragraph (b) of this Section has not been established by the Indenture
Trustee, and no Person bids an amount equal to or greater than such amount, the
Indenture Trustee shall bid an amount at least $1.00 greater than the highest
other bid.

     (d) In connection with a Sale of all or any portion of the Trust Estate:

          (i) any Noteholder may bid for and purchase the property offered for
     sale and, upon compliance with the terms of sale, may hold, retain, possess
     and dispose of such property without further accountability; and may, in
     paying the purchase price therefor, deliver any Notes or claims for
     interest thereon in lieu of cash up to the amount, upon distribution of the
     net proceeds of such Sale, payable thereon. Such Notes, in case the amounts
     so payable thereon shall be less than the amount due thereon, shall be
     returned to the Holders thereof after being appropriately stamped to show
     such partial payment;

          (ii) the Indenture Trustee may bid for and acquire the property
     offered for Sale, may, subject to any requirements of and to the extent
     permitted by applicable law in connection therewith, purchase all or any
     portion of the Trust Estate in a private Sale, and may, in lieu of paying
     cash therefor, make settlement for the purchase price by crediting the
     gross sale price against the sum of (A) the amount that would be
     distributable to the Securityholders as a result of such Sale in accordance
     with Section 5.04(b) on the Payment Date next succeeding the date of such
     Sale and (B) the expenses of such Sale and of any Proceeding in connection
     therewith that are reimbursable to it, without being required to produce
     the Notes in order to complete any such Sale or in order for the net sale
     price to be credited against such Notes; and any property so acquired by
     the Indenture Trustee shall be held and dealt with by it in accordance with
     the provisions of this Indenture;

          (iii) the Indenture Trustee shall execute and deliver an appropriate
     instrument of conveyance transferring its interest in any portion of the
     Trust Estate in connection with a Sale thereof;

          (iv) the Indenture Trustee is hereby irrevocably appointed the agent
     and attorney in-fact of the Issuing Entity to transfer and convey its
     interest in any portion of the Trust Estate in connection with a Sale
     thereof, and to take all action necessary to effect such Sale; and

          (v) no purchaser or transferee at any such Sale 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.

     Section 5.16 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 Issuing Entity or by the levy of any execution
under such judgment upon any portion of the Trust Estate or any other assets of
the Issuing Entity. Any money or property collected by the Indenture Trustee
shall be applied in accordance with Section 5.04(b).

     Section 5.17 Performance and Enforcement of Certain Obligations.

     (a) Promptly following a written request from the Indenture Trustee to do
so, the Issuing Entity, in its capacity as owner of the Mortgage Loans, shall
take all such lawful action as the Indenture Trustee may request to cause the
Issuing Entity to compel or secure the performance and observance by the Seller
and the Servicer, as applicable, of each of their obligations to the Issuing
Entity under or in connection with the Mortgage Loan Purchase and Servicing
Agreement and the Sale and Servicing Agreement, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuing Entity
under or in connection with the Mortgage Loan Purchase and Servicing Agreement,
and the Sale and Servicing Agreement, to the extent and in the manner directed
by the Indenture Trustee, as pledgee of the Mortgage Loans, including the
transmission of notices of default on the part of the Seller or the Servicer
thereunder and the institution of Proceedings to compel or secure performance by
the Seller or the Servicer of each of their obligations under the Mortgage Loan
Purchase and Servicing Agreement and the Sale and Servicing Agreement.

     (b) If an Event of Default shall have occurred and be continuing, the
Indenture Trustee, as pledgee of the Mortgage Loans, at the direction (which
direction shall be in writing or by telephone confirmed in writing promptly
thereafter) of the Holders of Notes representing not less than 66 2/3% of the
aggregate Note Balance of the Notes, shall exercise all rights, remedies,
powers, privileges and claims of the Issuing Entity against the Seller or the
Servicer under or in connection with the Mortgage Loan Purchase and Servicing
Agreement or the Sale and Servicing Agreement, including the right or power to
take any action to compel or secure performance or observance by the Seller or
the Servicer, as the case may be, of each of their respective obligations to the
Issuing Entity thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Mortgage Loan Purchase and Servicing
Agreement or the Sale and Servicing Agreement, as the case may be, and any right
of the Issuing Entity to take such action shall not be suspended. In connection
therewith, as determined by the Indenture Trustee, the Issuing Entity shall
execute all documents provided to it by the Indenture Trustee necessary to
effect the transfer of the Mortgage Loans to the Indenture Trustee.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

     Section 6.01 Duties of Indenture Trustee.

     (a) If an Event of Default shall have occurred and be 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 their exercise as a
prudent Person would exercise 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 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 that conform to the
     requirements of this Indenture; provided, that the Indenture Trustee shall
     examine such certificates and opinions to determine whether or not they
     conform 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 or its own willful
misconduct, except that:

          (i) this paragraph does not limit the effect of paragraph (b) 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; and

          (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 a
     direction received by it pursuant to Section 5.11.

     (d) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuing Entity.

     (e) 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 Trust Agreement.

     (f) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

     (g) Every provision of this Indenture 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 and to the provisions of the TIA.

     (h) For all purposes under this Indenture, the Indenture Trustee shall not
be deemed to have notice or knowledge of any Amortization Event or Event of
Default unless a Responsible Officer has actual knowledge thereof or unless
written notice of any event which is in fact an Amortization Event or an Event
of Default is received by the Indenture Trustee at the Corporate Trust Office,
and such notice references the Notes generally, the Issuing Entity, or this
Indenture.

     (i) The Indenture Trustee shall comply with all applicable information
reporting requirements with respect to payments on the Notes under this
Indenture.

     Section 6.02 Rights of Indenture Trustee.

     (a) The Indenture Trustee may rely upon 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 such document.

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

     (c) The Indenture Trustee may execute any of the trusts or powers or
perform any duties hereunder either directly or by or through agents, attorneys,
a custodian or a nominee, and the Indenture Trustee shall not be responsible for
any misconduct or negligence on the part of, or for the supervision of, any such
agent, attorney, custodian or nominee appointed with due care by it hereunder.

     (d) The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within its
rights or powers, 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 the advice or
opinion of counsel with respect to legal matters relating to this Indenture 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 the advice or opinion of such counsel.

     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 Securities and may otherwise deal with the Issuing
Entity and its Affiliates with the same rights that it would have if it were not
Indenture Trustee. Any Note Registrar, co-registrar or co-paying agent may do
the same with like rights. Notwithstanding the foregoing, the Indenture Trustee
must comply with Sections 6.11 and 6.12.

     Section 6.04 Indenture Trustee's Disclaimer.

     The Indenture Trustee shall not be (a) responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(b) accountable for the Issuing Entity's use of the proceeds from the sale of
the Notes or (c) responsible for any statement of the Issuing Entity in the
Indenture, in any document issued in connection with the sale of the Notes or in
the Notes, other than the Indenture Trustee's certificate of authentication.

     Section 6.05 Notice of Event of Default.

     The Indenture Trustee shall mail to each Noteholder notice of any Event of
Default within 90 days promptly after such Event of Default occurs. Except in
the case of an Event of Default relating to the payment of principal of or
interest on any Note, the Indenture Trustee may withhold such notice to the
Noteholders only if and for so long as a committee of its Responsible Officers
in good faith determines that withholding such notice is in the interests of the
Noteholders.

     Section 6.06 Reports by Indenture Trustee to Noteholders.

     The Indenture Trustee shall deliver to each Noteholder such information in
the possession of the Indenture Trustee as may be required to enable such
Noteholder to prepare its federal and state income tax returns. In addition,
upon Issuing Entity Request, the Indenture Trustee shall promptly furnish
information in the possession of the Indenture Trustee reasonably requested by
the Issuing Entity that is reasonably available to the Indenture Trustee to
enable the Issuing Entity to perform its federal and state income tax reporting
obligations.

     Section 6.07 Compensation.

     The Indenture Trustee shall be compensated and indemnified by the Servicer
in accordance with Section 6.06 of the Sale and Servicing Agreement, including
without limitation the payment to itself on each Payment Date of the Indenture
Trustee Fee then due, and all amounts owing to the Indenture Trustee hereunder
and not paid pursuant to Sections 3.17 and 6.06 of the Sale and Servicing
Agreement shall be paid solely as provided in Sections 3.05(a) and 5.04 (subject
to the priorities set forth therein). Except as provided in the following
sentence, the permitted expenses reimbursable to the Indenture Trustee pursuant
to the first paragraph of Section 3.05(a) shall be limited to a total of
$[_____] per year. In the event that the Indenture Trustee becomes the successor
to the Servicer pursuant to Section 7.02 of the Sale and Servicing Agreement,
then the expenses of the Indenture Trustee payable in connection with the
transfer of servicing shall also constitute permitted expenses reimbursable
under the first paragraph of Section 3.05(a) and shall not be subject to the
$[_____] Indenture Trustee yearly expense cap contained in the preceding
sentence.

     The Indenture Trustee's compensation shall not be limited by any law
relating to compensation of a trustee of an express trust. The Issuing Entity
shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by the Indenture Trustee in addition to the compensation for
its services as provided in Section 3.05(a) (subject to the priorities set forth
therein). Such expenses shall include costs of collection and reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts, and payment to the Owner Trustee of
its unpaid expenses and reimbursable amounts.

     The Issuing Entity's payment obligations to the Indenture Trustee pursuant
to this Section shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of an Event of Default
specified in paragraph (d) or (e) of the definition thereof with respect to the
Issuing Entity, such 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 so notifying the Issuing Entity. The
Holders of Notes representing not less than a majority of the aggregate Note
Balance of the Notes may remove the Indenture Trustee by so notifying the
Indenture Trustee and may appoint a successor Indenture Trustee. The Issuing
Entity shall remove the Indenture Trustee if:

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

     (b) the Indenture Trustee is adjudged a bankrupt or insolvent;

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

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

     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
Issuing Entity shall promptly appoint a successor Indenture Trustee, which
consent shall not be unreasonably withheld. In addition, the Indenture Trustee
shall resign to avoid being directly or indirectly controlled by the Issuing
Entity.

     A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and the Issuing Entity. 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 the 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 within 60 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuing Entity or the Holders of Notes representing not less than a
majority of the aggregate Note Balance 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 a 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 by Merger.

     If the Indenture Trustee consolidates with, merges or converts into or
transfers all or substantially all its corporate trust business or assets to
another corporation or banking association, the resulting, surviving or
transferee without any further act shall be the successor Indenture Trustee
hereunder; provided, that such corporation or banking association shall be
otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall
provide each Rating Agency with written notice of any such transaction after the
Closing Date.

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

     Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee.

     (a) Notwithstanding any other provision of this Indenture, at any time, for
the purpose of meeting any legal requirement of any jurisdiction in which any
part of the Trust Estate may at such 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, and to vest in such Person or Persons, in such capacity and
for the benefit of the Noteholders, such title to the Trust Estate or any part
thereof 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.

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

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the 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 Trust Estate or any portion thereof
     in any such jurisdiction) shall be exercised and performed singly by such
     separate trustee or co-trustee, but solely at the direction of the
     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.

     (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. Each instrument
appointing a separate trustee or co-trustee shall refer to this Indenture and to
the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Indenture
Trustee or separately, as may be provided therein, subject to all provisions of
this Indenture, including each provision relating to the conduct of, affecting
the liability of or affording protection to the Indenture Trustee. Each 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.

     (a) The Indenture Trustee shall at all times satisfy the requirements of
TIA ss.310(a). The Indenture Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition and it or its parent shall have a long-term debt rating of A or
better by Moody's. The Indenture Trustee shall comply with TIA ss.310(b),
including the optional provision permitted by the second sentence of TIA
ss.310(b)(9); provided, that there shall be excluded from the operation of TIA
ss.310(b)(1) any indenture or indentures under which other securities of the
Issuing Entity are outstanding if the requirements for such exclusion set forth
in TIA ss.310(b)(1) are met.

     (b) Within ninety (90) days after ascertaining the occurrence of an Event
of Default which shall not have been cured or waived, unless authorized by the
TIA or the Commission, the Indenture Trustee shall resign with respect to the
Senior Notes, the Class M Notes and/or the Class B Notes in accordance with
Section 6.08 of this Indenture, and the Issuing Entity shall appoint a successor
Indenture Trustee for two or more of such Classes, as applicable, so that there
will be separate Indenture Trustees for the Senior Notes, the Class M Notes and
the Class B Notes. In the event the Indenture Trustee fails to comply with the
terms of the preceding sentence, the Indenture Trustee shall comply with clauses
(ii) and (iii) of TIA Section 310(b).

     (c) In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes pursuant to this Section 6.11,
Issuing Entity, the retiring Indenture Trustee and the successor Indenture
Trustee with respect to such Class of Notes shall execute and deliver an
indenture supplemental hereto wherein each successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, the successor
Indenture Trustee all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of the Class to which the
appointment of such successor Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Classes of Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Indenture Trustee
with respect to the Notes of each Class as to which the retiring Indenture
Trustee is not retiring shall continue to be vested in the Indenture Trustee and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Indenture Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Indenture
Trustees co-trustees of the same trust and that each such Indenture Trustee
shall be a trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Indenture Trustee; and
upon the removal of the retiring Indenture Trustee shall become effective to the
extent provided herein.

     Section 6.12 Preferential Collection of Claims Against Issuing Entity.

     The Indenture Trustee shall comply with TIA ss.311 (a), excluding any
creditor relationship listed in TIA ss.311 (b). Any Indenture Trustee that has
resigned or been removed shall be subject to TIA ss.311 (a) to the extent
indicated therein.

     Section 6.13 Representations and Warranties.

     The Indenture Trustee hereby represents and warrants that:

     (a) the Indenture Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States, with
full 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 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 charter or bylaws of the Indenture Trustee
or any agreement or other instrument to which the Indenture Trustee is a party
or by which it may be bound;

     (d) there are no Proceedings or investigations pending or, to the Indenture
Trustee's knowledge, threatened before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Indenture Trustee or any of its properties: (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; and

     (e) the Indenture Trustee does not have notice of any adverse claim (as
such terms are used in UCC Section 8-302) with respect to the Mortgage Loans.

     Section 6.14 Directions to Indenture Trustee.

     The Indenture Trustee is hereby directed:

     (a) to accept the pledge of the Mortgage Loans and hold the Trust Estate in
trust for the benefit of the Noteholders;

     (b) to authenticate and deliver the Notes substantially in the form of
Exhibits A-1, A-2, A-3, and A-4 hereto in accordance with the terms of this
Indenture; and

     (c) to take all other actions as shall be required to be taken by the terms
of this Indenture.

     Section 6.15 Conflicting Instructions.

     If the Indenture Trustee receives conflicting instructions from the Senior
Noteholders and the Subordinate Noteholders, the instructions of the Senior
Noteholders shall control.

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

     Section 7.01 Issuing Entity To Furnish Indenture Trustee Names and
Addresses of Noteholders.

     The Issuing Entity shall furnish or cause to be furnished to the Indenture
Trustee (i) not more than five days after each Record Date, a list, in such form
as the Indenture Trustee may reasonably require, of the names and addresses of
the Noteholders as of such Record Date, and (ii) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuing Entity of any such request, a list in similar form and of similar
content as of a date not more than 10 days prior to the time such list is
furnished; provided, that for so long as the Indenture Trustee is the Note
Registrar, no such list need be furnished.

     Section 7.02 Preservation of Information; Communications to Noteholders.

     (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Noteholders contained in
the most recent list furnished to the Indenture Trustee as provided in Section
7.01, and the names and addresses of the Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section upon receipt of a new list so
furnished.

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

     (c) The Issuing Entity, the Indenture Trustee and the Note Registrar shall
have the protection of TIA ss.312(c).

     Section 7.03 Reports by Issuing Entity.

     (a) Within 15 days after each Payment Date, the Indenture Trustee shall
file with the Commission via the Electronic Data Gathering and Retrieval System
(EDGAR), a Form 8-K with a copy of the statement to the Noteholders for such
Payment Date as an exhibit thereto. Prior to January 31, 200__ the Indenture
Trustee shall prepare a Form 15 Suspension Notification with respect to the
Trust Estate. Prior to March 31, 200__, the Indenture Trustee shall prepare and
file a Form 10-K to be executed by the Servicer on behalf of the Issuing Entity,
in substance conforming to industry standards, with respect to the Trust Estate.
The Servicer shall execute the Form 10-K after reviewing a satisfactory document
and the Indenture Trustee shall file the Form 10-K. The Issuing Entity hereby
grants to each of the Servicer and the Indenture Trustee a limited power of
attorney to file each such document on behalf of the Issuing Entity. Such power
of attorney shall continue until either the earlier of (i) receipt by the
Indenture Trustee from the Issuing Entity of written termination of such power
of attorney and (ii) the termination of the Issuing Entity. The Issuing Entity
agrees to promptly furnish to the Indenture Trustee, from time to time upon
request, such further information, reports, and financial statements within its
control related to this Indenture and the Mortgage Loans as the Indenture
Trustee reasonably deems appropriate to prepare and file all necessary reports
with the Commission. The Indenture Trustee shall have no responsibility to file
any item other that those specified in this section.

     (b) The Issuing Entity shall supply to the Indenture Trustee (and the
Indenture Trustee shall transmit by mail to all Noteholders described in TIA
ss.313(c)) such summaries of any information, documents and reports required to
be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this
paragraph and by rules and regulations prescribed from time to time by the
Commission.

     (c) Unless the Issuing Entity otherwise determines, the fiscal year of the
Issuing Entity shall end on December 31 of each year.

     (d) In order to comply with their obligations in clause (a) above, the
Indenture Trustee and the Servicer shall deliver the documents referred to in
Section 3.16 of the Sale and Servicing Agreement to each other within the time
periods specified therein.

     Section 7.04 Reports by Indenture Trustee.

     If required by TIA ss.313(a), within 60 days after each January 1,
commencing with January 1, 200__, the Indenture Trustee shall mail to each
Noteholder as required by TIA ss.313(c). The Indenture Trustee also shall comply
with TIA ss. 313(b).

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

Section 7.05      Reports Filed with Securities and Exchange Commission.

     (a) (i) Within 15 days after each Distribution Date, the Indenture Trustee
shall, in accordance with industry standards, file with the Commission via the
Electronic Data Gathering and Retrieval System ("EDGAR"), a Distribution Report
on Form 10-D, signed by the Servicer, with a copy of the monthly statement to be
furnished by the Indenture Trustee to the Noteholders for such Distribution Date
and detailing all data elements specified in Item 1121(a) of Regulation AB as
part of the monthly statement; provided that the Indenture Trustee shall have
received no later than 2 days prior to the date such Distribution Report on Form
10-D is required to be filed, all information required to be provided to the
Indenture Trustee as described in clause (a)(iv) below.

         (ii) The Indenture Trustee will prepare and file Current Reports on
Form 8-K in respect of the Trust, signed by the Servicer, as and when required;
provided, that, the Indenture Trustee shall have received no later than one
Business Day prior to the filing deadline for such Current Report, all
information, data, and exhibits required to be provided or filed with such
Current Report and required to be provided to the Indenture Trustee as described
in clause (a)(iv) below.

         (iii) Prior to January 30 in each year commencing in 2007, the
Indenture Trustee shall, in accordance with industry standards, file a Form 15
Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x)
March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have
been filed, prior to March 15 of each year thereafter, the Servicer shall
provide the Indenture Trustee with an Annual Compliance Statement, together with
a copy of the Assessment of Compliance and Attestation Report to be delivered by
the Servicer pursuant to the Servicing Agreement (including with respect to any
subservicer or subcontractor, if required to be filed). Prior to (x) March 31,
2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed,
March 31 of each year thereafter, the Indenture Trustee shall, subject to
subsection (d) below, file a Form 10-K, in substance conforming to industry
standards, with respect to the Trust Fund. Such Form 10-K shall include the
Assessment of Compliance, Attestation Report, Annual Compliance Statements and
other documentation provided by the Servicer pursuant to the Servicing Agreement
(including with respect to any subservicer or subcontractor, if required to be
filed) and with respect to the Indenture Trustee and the Custodian, and the Form
10-K certification signed by the Depositor; provided that the Indenture Trustee
shall have received no later than March 15 of each calendar year prior to the
filing deadline for the Form 10-K all information, data and exhibits required to
be provided or filed with such Form 10-K and required to be provided to the
Indenture Trustee as described in clause (a)(iv) below.

         (iv) As to each item of information required to be included in any Form
10-D, Form 8-K or Form 10-K, the Indenture Trustee's obligation to include the
information in the applicable report is subject to receipt from the entity that
is indicated in Exhibit C as the responsible party for providing that
information, if other than the Indenture Trustee, as and when required as
described above. Each of the Servicer, Seller and Depositor hereby agree to
notify and provide to the Indenture Trustee all information that is required to
be included in any Form 10-D, Form 8-K or Form 10-K, with respect to which that
entity is indicated in Exhibit C as the responsible party for providing that
information. The Swap Provider will be obligated pursuant to the Swap Agreement
to provide to the Indenture Trustee any information that may be required to be
included in any Form 10-D, Form 8-K or Form 10-K. The Indenture Trustee shall be
responsible for determining the significance percentage (as defined in Item 1115
of Regulation AB) of the Swap Provider at any time. The Servicer shall be
responsible for determining the pool concentration applicable to any subservicer
or originator at any time, for purposes of disclosure as required by Items 1117
and 1119 of Regulation AB.

     The Depositor hereby grants to the Servicer a limited power of attorney to
sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such
power of attorney shall continue until either the earlier of (x) receipt by the
Servicer from the Depositor of written termination of such power of attorney and
(y) the termination of the Trust Fund. The Depositor agrees to promptly furnish
to the Indenture Trustee, from time to time upon request, such further
information, reports and financial statements within its control related to this
Agreement, the Mortgage Loans as the Indenture Trustee reasonably deems
appropriate to prepare and file all necessary reports with the Commission. The
Indenture Trustee shall have no responsibility to file any items other than
those specified in this Section 7.05; provided, however, the Indenture Trustee
will cooperate with the Depositor in connection with any additional filings with
respect to the Trust Fund as the Depositor deems necessary under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Copies of all reports
filed by the Indenture Trustee under the Exchange Act shall be sent to: the
Depositor c/o _____________, Attn: _____________, _____________, _____________,
_____________. Fees and expenses incurred by the Indenture Trustee in connection
with this Section 7.05 shall not be reimbursable from the Trust Fund.

     (b) In connection with the filing of any 10-K hereunder, the Indenture
Trustee shall sign a certification (in the form attached hereto as Exhibit B)
for the Depositor regarding certain aspects of the Form 10-K certification
signed by the Depositor, provided, however, that the Indenture Trustee shall not
be required to undertake an analysis of any accountant's report attached as an
exhibit to the Form 10-K.

     (c) In connection with the filing of any 10-K hereunder, the Servicer shall
sign a certification (in the form attached hereto as Exhibit B) for the benefit
of the Depositor regarding certain aspects of the Form 10-K certification signed
by the Depositor, provided, however, that the Servicer shall not be required to
undertake an analysis of any accountant's report attached as an exhibit to the
Form 10-K.

     (d) The Indenture Trustee shall indemnify and hold harmless the Depositor
and its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the Indenture Trustee's obligations under this Section 7.05 or the
Indenture Trustee's negligence, bad faith or willful misconduct in connection
therewith.

         The Depositor shall indemnify and hold harmless the Indenture Trustee
and its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the obligations of the Depositor under this Section 7.05 or the
Depositor's negligence, bad faith or willful misconduct in connection therewith.

         The Servicer shall indemnify and hold harmless the Indenture Trustee
and the Depositor and their respective officers, directors and affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Servicer under
this Section 7.05 or the Servicer's negligence, bad faith or willful misconduct
in connection therewith.

         If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor or the Indenture Trustee, as
applicable, then the defaulting party, in connection with a breach of its
respective obligations under this Section 7.05 or its respective negligence, bad
faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the other parties as a result of the
losses, claims, damages or liabilities of the other party in such proportion as
is appropriate to reflect the relative fault and the relative benefit of the
Depositor on the one hand and the Indenture Trustee on the other.

     (e) Nothing shall be construed from the foregoing subsections (a), (b) and
(c) to require the Indenture Trustee or any officer, director or Affiliate
thereof to sign any Form 10-K or any certification contained therein.
Furthermore, the inability of the Indenture Trustee to file a Form 10-K as a
result of the lack of required information as set forth in Section 7.05(a) or
required signatures on such Form 10-K or any certification contained therein
shall not be regarded as a breach by the Indenture Trustee of any obligation
under this Agreement.

         This Section 7.05 may be amended without the consent of the
Noteholders.


                                  ARTICLE VIII

                      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, 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 Indenture Trustee 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 Trust
Estate, the Indenture Trustee may take such action 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 V.

     Section 8.02 [Reserved.]

     Section 8.03 Officer's Certificate.

     The Indenture Trustee shall receive at least seven days prior written
notice when requested by the Issuing Entity to take any action pursuant to
Section 8.05(a), accompanied by copies of any instruments to be executed; and
the Indenture Trustee shall require, as a condition to such action, an Officer's
Certificate in form and substance satisfactory to the Indenture Trustee stating
the legal effect of any such action, outlining the steps required to complete
the same and concluding that all conditions precedent to the taking of such
action have been satisfied.

     Section 8.04 Termination upon Distribution to Noteholders.

     This Indenture and the respective obligations and responsibilities of the
Issuing Entity and the Indenture Trustee created hereby shall terminate upon the
distribution to Noteholders and the Indenture Trustee of all amounts required to
be distributed pursuant to Article III or Article V.

     Section 8.05 Release of Trust Estate.

     (a) Subject to the payment of its fees and expenses, the Indenture Trustee
may, and when required by the provisions of this Indenture 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
Article VIII 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 there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to this Indenture
have been paid, release the portion of the Trust Estate that secured the Notes
from the Lien of this Indenture. (c) The Indenture Trustee shall release
property from the Lien of this Indenture pursuant to this Section only upon
receipt of an Issuing Entity Request.

     Section 8.06 Surrender of Notes upon Final Payment.

     By acceptance of any Note, the Holder thereof agrees to surrender such Note
to the Indenture Trustee promptly, prior to such Noteholder's receipt of the
final payment thereon.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Noteholders.

     Without the consent of the Holders of any Notes, but with prior written
notice to each Rating Agency, the Issuing Entity and the Indenture Trustee, when
authorized by an Issuing Entity Request, 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:

     (a) 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 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;

     (b) to evidence the succession, in compliance with the applicable
provisions hereof, of another Person to the Issuing Entity, and the assumption
by any such successor of the covenants of the Issuing Entity herein and in the
Notes contained;

     (c) to add to the covenants of the Issuing Entity for the benefit of the
Noteholders, or to surrender any right or power herein conferred upon the
Issuing Entity;

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

     (e) to cure any ambiguity or mistake, to correct or supplement any
provision herein or in any supplemental indenture that may be inconsistent with
any other provision herein or in any supplemental indenture;

     (f) to make any other provisions with respect to matters or questions
arising under this Indenture or in any supplemental indenture; provided, that
such action shall not materially and adversely affect the interests of the
Noteholders (as evidenced by an Opinion of Counsel addressed to the Indenture
Trustee);

     (g) 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 VI; or

     (h) 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 indentures shall be entered into
unless the Indenture Trustee shall have received (1) an Opinion of Counsel to
the effect that entering into such supplemental indenture will not (i) cause the
Issuing Entity, or any portion thereof, to be characterized as an association
(or a publicly traded partnership) taxable as a corporation, a corporation or a
taxable mortgage pool for federal income tax purposes or (ii) have any material
adverse tax consequence to the Noteholders or (2) confirmation from the Rating
Agencies that such Supplemental Indenture will not result in a Rating Event.

     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.

     Section 9.02 Supplemental Indentures With Consent of Noteholders.

     The Issuing Entity and the Indenture Trustee, when authorized by an Issuing
Entity Request, may, with prior written notice to each Rating Agency and the
Holders of Notes representing not less than a majority of the aggregate Note
Balance of (i) the Class I-A Notes if any Class I-A Notes are the only Notes
affected thereby, (ii) the Group II Notes if any Group II Notes are the only
Notes affected thereby, (iii) the Class A-IO Notes if the Class A-IO Notes are
the only Notes Affected (iv) the Subordinate Notes if any Subordinate Notes are
the only Notes affected thereby and (v) all Notes, if the Class I-A Notes, the
Group II Notes, the Class A-IO Notes and the Subordinate Notes, are all affected
thereby, by Act of such Noteholders delivered to the Issuing Entity and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provision to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of such Noteholders under this Indenture; provided, that no such
supplemental indenture may, without the consent of the Holder of each Note
affected thereby:

     (a) change the date of payment of any installment of principal of or
interest on any Note, reduce the principal amount thereof or the interest rate
thereon, change the provisions of this Indenture relating to the application of
collections on or the proceeds of the sale of the Trust Estate to payment of
principal of or interest on the Notes, change any place of payment where, or the
coin or currency in which, any Note or the interest thereon is payable, or
impair the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on the Notes on or after the
respective due dates thereof;

     (b) reduce the percentage of the Note Balances or Percentage Interest of
the Notes, the consent of the Holders of which is required for any such
supplemental indenture or for any waiver of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences provided
for in this Indenture;

     (c) modify or alter the provisions of the proviso to the definition of the
term "Outstanding" or modify or alter the exception in the definition of the
term "Holder";

     (d) reduce the percentage of the aggregate Note Balance or the Percentage
Interest with respect to which the consent of the Holders of Notes representing
such Note Balance is required to direct the Indenture Trustee to direct the
Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;

     (e) modify any provision of this Section except to increase any percentage
specified herein or to provide that certain additional provisions of this
Indenture or the other Basic Documents cannot be modified or waived without the
consent of the Holder of each Note affected thereby;

     (f) modify any provision of this Indenture in such a manner as to affect
the calculation of the amount of any payment of interest or principal due on any
Note on any Payment Date (including the calculation of any of the individual
components of such calculation); or

     (g) 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 Trust Estate 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.

     The Indenture Trustee may in its discretion determine whether or not any
Notes would be affected by any supplemental indenture, and any such
determination shall be conclusive upon all Noteholders, whether theretofore or
thereafter authenticated and delivered hereunder. The Indenture Trustee shall
not be liable for any such determination made in good faith.

     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 Issuing Entity and the Indenture
Trustee of any supplemental indenture pursuant to this Section, the Indenture
Trustee shall mail to the Noteholders to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Notwithstanding the foregoing, any failure of the
Indenture Trustee to mail such notice or any defect therein shall not in any way
impair or affect the validity of any such supplemental indenture.

     No supplemental indentures may be entered into under this Section 9.02
unless the Indenture Trustee shall have received an Opinion of Counsel to the
effect that such supplemental indenture will not (i) cause the Issuing Entity,
or any portion thereof, to be characterized as an association (or a publicly
traded partnership) taxable as a corporation, a corporation or a taxable
mortgage pool for federal income tax purposes or (ii) have any material adverse
tax consequence to the Noteholders.

     Section 9.03 Execution of Supplemental Indentures.

     In executing or permitting the additional trusts created by any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and subject to Sections 6.01 and 6.02, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. 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 Issuing Entity and
the Noteholders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all 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.

     Each amendment of this Indenture and every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the TIA as then in
effect for so long as this Indenture shall then be qualified under the TIA.

     Section 9.06 Reference in Notes to Supplemental Indentures.

     Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and, if required by the Indenture
Trustee, shall, bear a notation in form approved by the Indenture Trustee as to
any matter provided for in such supplemental indenture. If the Issuing Entity or
the Indenture Trustee shall so determine, new Notes so modified as to conform,
in the opinion of the Indenture Trustee and the Issuing Entity, to any such
supplemental indenture may be prepared and executed by the Issuing Entity and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding
Notes.

                                   ARTICLE X

                                  MISCELLANEOUS

     Section 10.01 Compliance Certificates and Opinions, etc.

     (a) Upon any application or request by the Issuing Entity to the Indenture
Trustee to take any action under any provision of this Indenture, the Issuing
Entity 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 and (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, 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;

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

          (v) if the signer of such certificate or opinion is required to be
     Independent, the statement required by the definition of the term
     "Independent".

     (b) Prior to the deposit of any Collateral or other property or securities
with the Indenture Trustee that is to be made as the basis for the release of
any property or securities subject to the Lien of this Indenture, the Issuing
Entity shall, in addition to any obligation imposed in Section 10.01(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuing
Entity of the Collateral or other property or securities to be so deposited.

     (c) Whenever the Issuing Entity is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in paragraph (b) above, the Issuing Entity
shall also deliver to the Indenture Trustee an Independent Certificate as to the
same matters, if the fair value to the Issuing Entity of the securities to be so
deposited and of all other such securities made as the basis of any such
withdrawal or release since the commencement of the then-current fiscal year of
the Issuing Entity, as set forth in the certificates delivered pursuant to
paragraph (b) above and this paragraph, is 10% or more of the aggregate Note
Balance, but such a certificate need not be furnished with respect to any
securities so deposited, if the fair value thereof to the Issuing Entity as set
forth in the related Officer's Certificate is less than $25,000 or less than one
percent of the aggregate Note Balance.

     (d) Whenever any property or securities are to be released from the Lien of
this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee,
an Officer's Certificate certifying or stating the opinion of each person
signing such certificate as to the fair value (within 90 days of such release)
of the property or securities proposed to be released and stating that in the
opinion of such person the proposed release will not impair the security under
this Indenture in contravention of the provisions hereof.

     (e) Whenever the Issuing Entity is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in paragraph (d) above, the Issuing Entity
shall also furnish to the Indenture Trustee an Independent Certificate as to the
same matters if the fair value of the property or securities and of all other
property, other than property as contemplated by paragraph (f) below or
securities released from the Lien of this Indenture since the commencement of
the then-current calendar year, as set forth in the certificates required by
paragraph (d) above and this paragraph equals 10% or more of the aggregate Note
Balance, but such certificate need not be furnished in the case of any release
of property or securities if the fair value thereof as set forth in the related
Officer's Certificate is less than $25,000 or less than one percent of the
aggregate Note Balance.

     (f) Notwithstanding any provision of this Indenture, the Issuing Entity
may, without compliance with the requirements of the other provisions of this
Section, (i) collect, sell or otherwise dispose of the Mortgage Loans as and to
the extent permitted or required by the Basic Documents or (ii) make cash
payments out of the Trustee Collection Account as and to the extent permitted or
required by the Basic Documents, so long as the Issuing Entity shall deliver to
the Indenture Trustee every twelve months, commencing December 31, 200__, an
Officer's Certificate of the Issuing Entity stating that all the dispositions of
Collateral described in clauses (i) or (ii) above that occurred during the
preceding twelve calendar months were in the ordinary course of the Issuing
Entity's business and that the proceeds thereof were applied in accordance with
the Basic Documents.

     Section 10.02 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 Issuing Entity
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 his 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 representations by, an officer or officers of
the Depositor or the Issuing Entity, stating that the information with respect
to such factual matters is in the possession of the Depositor or the Issuing
Entity, 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 Issuing
Entity shall deliver any document as a condition of the granting of such
application, or as evidence of the Issuing Entity'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 Issuing Entity 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 VI.

     Section 10.03 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 the
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 Issuing Entity. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein 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, shall be
conclusive in favor of the Indenture Trustee and the Issuing Entity, 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 Note Register shall prove ownership of Notes.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by any Noteholder 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 Issuing Entity in reliance thereon, whether or not notation of
such action is made upon such Note.

     Section 10.04 Notices.

     Notices required to be given hereunder shall be given in the manner set
forth in Section 8.03 of the Sale and Servicing Agreement.

     Section 10.05 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'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 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 regardless of whether such notice is in fact
actually received.

     Where this Indenture provides for notice in any manner, any Person entitled
to receive such notice may waive such notice in writing, 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 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 each Rating Agency, failure to
give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute an Event of Default.

Section 10.06 Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with any other
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 ss.ss.310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded hereby) are a part of and govern this Indenture, whether or
not physically contained herein.

     Section 10.07 Effect of Headings.

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

     Section 10.08 Successors and Assigns.

     All covenants and agreements in this Indenture and the Notes of the Issuing
Entity shall bind its successors and assigns, whether or not so expressed. All
agreements of the Indenture Trustee in this Indenture shall bind its successors,
co-trustees and agents.

     Section 10.09 Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Indenture shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Indenture, and
shall in no way affect the validity or enforceability of the other provisions of
this Indenture or of the Notes or the rights of the Noteholders.

     Section 10.10 [Reserved.]

     Section 10.11 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 10.12 Governing Law.

     THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT CONSIDERATION OF THE CHOICE OF LAW PRINCIPLES THEREOF, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 10.13 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.

     Section 10.14 Recording of Indenture.

     If this Indenture is subject to recording in any appropriate public
recording offices, such recording is to be effected by the Issuing Entity 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 10.15 Issuing Entity Obligation.

     No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuing Entity, 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 its individual capacity, (ii) any owner of a beneficial
interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent,
officer, director, employee or agent of the Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuing Entity, 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 Issuing Entity hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles V, VI and VII
of the Trust Agreement.

     Section 10.16 No Petition.

     The Indenture Trustee, by entering into this Indenture, and each
Noteholder, by its acceptance of a Note, hereby covenant and agree that they
will not at any time institute against the Depositor or the Issuing Entity, or
join in any institution against the Depositor or the Issuing Entity of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or other Proceedings under any federal or state bankruptcy or similar law in
connection with any obligation relating to the Notes, this Indenture or any of
the other Basic Documents.

     Section 10.17 Inspection.

     The Issuing Entity agrees that, on reasonable prior written notice, it will
permit any representative of the Indenture Trustee, during the Issuing Entity's
normal business hours, to examine all the books of account, records, reports and
other papers of the Issuing Entity, to make copies and extracts therefrom, to
cause such books to be audited by Independent certified public accountants, and
to discuss the Issuing Entity's affairs, finances and accounts with the Issuing
Entity'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 applicable law (and all reasonable applications for confidential treatment
are unavailing), and except to the extent the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

                                     * * *


<PAGE>


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

                                        [NAME OF ISSUING ENTITY],
                                        as Issuing Entity

                                        By: [NAME OF OWNER TRUSTEE],
                                            not in its individual capacity but
                                            solely as Owner Trustee


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

                                        [NAME OF INDENTURE TRUSTEE],
                                        as Indenture Trustee


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

[NAME OF INDENTURE TRUSTEE] hereby
accepts the appointment as Paying Agent pursuant
to Section 3.03 hereof and as Note Registrar
pursuant to Section 4.02 hereof.

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


<PAGE>


STATE OF ___________  )
                      ) SS.:
COUNTY OF ___________ )

     On this __ day of ______, 200__, before me personally appeared _______, to
me known, who being by me duly sworn, did depose and say that he is the ______of
[Name of Indenture Trustee], as Indenture Trustee, one of the parties described
in and that executed the above instrument; that he knows the seal of said party;
that the seal affixed to said instrument is the seal of such party; that it was
so affixed by order of said party; and that he signed his name thereto by like
order.

     Sworn to and subscribed before me this ____ day of ______, 200__, by
_________________.

                                           _____________________________________
                                           Notary Public

                                           Name: _______________________________

                                           My Commission Expires: ______________

[Notarial Seal]


<PAGE>


                                  EXHIBIT A-1

                          FORM OF OFFERED SENIOR NOTES

Exhibit A-1a - Form of Class I-A Note
Exhibit A-1b - Form of Class II-A Note
Exhibit A-1c - Form of Class A-IO Note


<PAGE>


                                  EXHIBIT A-1A

                             FORM OF CLASS I-A NOTE


<PAGE>


                                  EXHIBIT A-1B

                            FORM OF CLASS II-A NOTE


<PAGE>


                                  EXHIBIT A-1C

                            FORM OF CLASS A-IO NOTE


<PAGE>


                                  EXHIBIT A-2

                       FORM OF OFFERED SUBORDINATE NOTES

Exhibit A-2a - Form of Class M-1 Note
Exhibit A-2b - Form of Class M-2 Note
Exhibit A-2c - Form of Class B-1 Note
Exhibit A-2d - Form of Class B-2 Note



<PAGE>


                                  EXHIBIT A-2a

                             Form of Class M-1 Note


<PAGE>


                                  EXHIBIT A-2b

                             Form of Class M-2 Note


<PAGE>


                                  EXHIBIT A-2c

                             Form of Class B-1 Note


<PAGE>


                                  EXHIBIT A-2d

                             Form of Class B-2 Note


<PAGE>


                                  EXHIBIT A-3

                        FORM OF NON-OFFERED SENIOR NOTE

Exhibit A-3a - Form of Variable Funding Note
Exhibit A-3b - Form of Capped Funding Note


<PAGE>


                                  EXHIBIT A-3a

                         Form of Variable Funding Note


<PAGE>


                                  EXHIBIT A-3b

                          Form of Capped Funding Note

                      FORM OF CAPPED VARIABLE FUNDING NOTE

THIS CAPPED VARIABLE FUNDING NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02 OF THE INDENTURE REFERRED TO
HEREIN.

THE PRINCIPAL OF THIS CAPPED VARIABLE FUNDING NOTE IS PAYABLE IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CAPPED
VARIABLE FUNDING NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.

THIS CAPPED VARIABLE FUNDING NOTE DOES NOT REPRESENT AN INTEREST IN OR
OBLIGATION OF THE SELLER, THE DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE,
THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY
PROVIDED IN THE INDENTURE OR THE OTHER BASIC DOCUMENTS.

                            [NAME OF ISSUING ENTITY]

                   ASSET-BACKED CAPPED VARIABLE FUNDING NOTE,
                                SERIES 200__-__

     No. VFN Capped -___

     Note Rate: as set forth herein.

     Initial Principal Balance: ___

     [Name of Issuing Entity], a statutory trust duly organized and existing
under the laws of the State of [Delaware] (herein referred to as the "Issuing
Entity"), for value received, hereby promises to pay to [Name of Sellyr] or its
registered assigns, the principal amount set forth on Schedule A attached hereto
(or otherwise owing hereunder as determined pursuant to the Indenture), payable
on each Payment Date in an amount equal to the pro rata portion allocable hereto
(based on the Variable Funding Balances of all Variable Funding Notes
immediately prior to such Payment Date) of the aggregate amount, if any, payable
in respect of principal of the Variable Funding Notes pursuant to Section 3.05
of the indenture dated as of ______, 200__, (the "Indenture"), between the
Issuing Entity and Wells Fargo Bank Minnesota, National Association, as
indenture trustee (the "Indenture Trustee"); provided, however, that the entire
unpaid principal amount of this Capped Variable Funding Note shall be due and
payable on the [_______________] Payment Date to the extent not previously paid
on a prior Payment Date. Capitalized terms used herein that are not otherwise
defined shall have the meaning set forth in Appendix A to the Indenture.

     Interest on this Capped Variable Funding Note will be paid monthly on each
Payment Date at the Note Rate for the related Interest Period subject to
limitations that may result in Interest Carry-Forward Amounts (as further
described in the Indenture). Interest on this Capped Variable Funding Note will
accrue for each Payment Date from the most recent Payment Date on which interest
has been paid (in the case of the first Payment Date, from the Closing Date) to
but excluding such Payment Date. Interest will be computed on the basis of the
actual number of days in each Interest Period and 360-day year.

     Principal of and interest on this Capped Variable Funding Note will be
payable on the related Payment Date as described in the Indenture. "Payment
Date" means the 25th day of each month or, if any such day is not a Business
Day, the immediately succeeding Business Day.

     If an Event of Default shall have occurred and be continuing with respect
to the Notes, then the Indenture Trustee, acting at the direction of the Holders
of Notes representing not less than a majority of the aggregate Note Balance of
the Notes, may declare the Notes to be immediately due and payable in the manner
provided in Section 5.02 of the Indenture. All principal payments on the
Variable Funding Notes shall be made pro rata to the Holders of Variable Funding
Notes entitled thereto.

     Payments of interest on this Capped Variable Funding Note due and payable
on each Payment Date, together with the installment of principal, if any, to the
extent not in full payment of this Capped Variable Funding Note, shall be made
by check mailed to the Person whose name appears as the Registered Holder of
this Capped Variable Funding Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date. Any reduction in the
principal amount of this Capped Variable Funding Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Capped Variable Funding Note and of any
Variable Funding Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon. If funds are
expected to be available, as provided in the Indenture, for payment in full of
the then remaining unpaid principal amount of this Capped Variable Funding Note
on a Payment Date, then the Indenture Trustee, in the name of and on behalf of
the Issuing Entity, will notify the Person who was the Registered Holder hereof
as of the Record Date preceding such Payment Date by notice mailed or
transmitted by facsimile prior to such Payment Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Capped
Variable Funding Note at the address specified in such notice of final payment.

     Principal of and interest on this Capped Variable Funding Note will be
payable in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. All payments
made by the Issuing Entity with respect to this Capped Variable Funding Note
will generally be applied first to interest due and payable on this Capped
Variable Funding Note and then to the unpaid principal of this Capped Variable
Funding Note.

     Reference is made to the further provisions of this Capped Variable Funding
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Capped Variable Funding Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Capped Variable Funding Note shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.

     To the extent that any provision of this Note contradicts or is
inconsistent with the provisions of the Indenture, the provisions of the
Indenture shall control and supercede such contradictory or inconsistent
provision herein. The Notes are subject to all terms of the Indenture.

                     REVERSE OF CAPPED VARIABLE FUNDING NOTE

     This Capped Variable Funding Note is one of a duly authorized issue of
Variable Funding Notes of the Issuing Entity, designated as its Asset-Backed
Variable Funding Notes, Series 200__-__ (the "Variable Funding Notes"), all
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the
Holders of the Variable Funding Notes. The Variable Funding Notes are subject to
all terms of the Indenture.

     The Variable Funding Notes and the Offered Notes (collectively, the
"Notes") are and will be equally and ratably secured by the collateral pledged
as security therefor as provided in the Indenture.

     As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Capped Variable Funding Note may be registered on
the Note Register upon surrender of this Capped Variable Funding Note for
registration of transfer at the Corporate Trust Office of the Indenture Trustee,
duly endorsed by, and accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof 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, all in accordance with the Securities
Exchange Act of 1934, as amended, and thereupon one or more new Variable Funding
Notes in authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Capped
Variable Funding Note, but the Note Registrar shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of this Capped Variable
Funding Note.

     Each Holder of a Variable Funding Note, by its acceptance of a Variable
Funding Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuing Entity, the Owner
Trustee, the Seller, the Master Servicer, the Depositor or the Indenture Trustee
on the Variable Funding Notes or under the Indenture or any certificate or other
writing delivered in connection therewith, against (i) the Indenture Trustee or
the Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuing
Entity, 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 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.

     Each Holder of a Variable Funding Note, by its acceptance of a Variable
Funding Note, covenants and agrees by accepting the benefits of the Indenture
that such Holder will not at any time institute against the Depositor, the
Seller, the Master Servicer or the Issuing Entity, or join in any institution
against the Depositor, the Seller, the Master Servicer or the Issuing Entity of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any federal or state bankruptcy or similar law in connection
with any obligations relating to the Capped Variable Funding Notes, the
Indenture or the other Basic Documents.

          The Holder of this Variable Funding Note or Beneficial Owner of any
interest herein is deemed to represent that either that:

          (i) The Holder of this Variable Funding Note or Beneficial Owners is
     neither (A) a Plan subject to ERISA and/or the Code nor (B) any Person who
     is directly or indirectly purchasing such Note or interest therein on
     behalf of, as named fiduciary of, as trustee of, or with Plan Assets of a
     Plan; or

          (ii) The Holder of this Variable Funding Note or Beneficial Owner is a
     Plan or a Person purchasing such Variable Funding Note with Plan Assets and
     represents that, as of the date of transfer, the Variable Funding Notes are
     rated investment grade or better, (B) such Holder or Beneficial Owner
     believes that the Variable Funding Notes are properly treated as
     indebtedness without substantial equity features for purposes of the DOL
     Regulations, and agrees to so treat the Variable Funding Notes, and (C) the
     acquisition and holding of the Variable Funding Note will not give rise to
     a non-exempt prohibited transaction under ERISA or Section 4975 of the
     Code; or

          (iii) Alternatively, regardless of the rating of the Variable Funding
     Notes, such Holder of this Variable Funding Note or Beneficial Owner may
     provide the Indenture Trustee with an Opinion of Counsel (which will not be
     at the expense of the Trust Estate, the Depositor, the Issuing Entity, the
     Owner Trustee, the Indenture Trustee, the Administrators or the Note
     Registrar) which establishes to the satisfaction of the Indenture Trustee
     that the purchase, holding and transfer of such Variable Funding Note or
     interest therein is permissible under applicable law, will not constitute
     or result in a non-exempt prohibited transaction under ERISA or Section
     4975 of the Code and will not subject the Issuing Entity, the Owner
     Trustee, the Administrators, the Depositor, the Note Registrar or the
     Indenture Trustee to any obligation in addition to those undertaken in the
     Indenture.

     The Issuing Entity has entered into the Indenture and this Capped Variable
Funding Note is issued with the intention that, for federal, state and local
income, single business and franchise tax purposes, the Variable Funding Notes
will qualify as indebtedness of the Issuing Entity. Each Holder of a Variable
Funding Note, by its acceptance of a Variable Funding Note, agrees to treat the
Variable Funding Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuing Entity.

     Prior to the due presentment for registration of transfer of this Capped
Variable Funding Note, the Issuing Entity, the Indenture Trustee and any agent
of the Issuing Entity or the Indenture Trustee may treat the Person in the name
of which this Capped Variable Funding Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Capped Variable Funding Note
be overdue, and none of the Issuing Entity, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the Indenture Trustee and the rights of the Holders of the
Variable Funding Notes under the Indenture at any time by the Issuing Entity and
the Indenture Trustee with the consent of the Holders of Notes representing not
less than a majority of the aggregate Note Balance of the Notes affected
thereby, and with prior written notice to each Rating Agency. The Indenture also
contains provisions permitting the Holders of Notes representing specified
aggregate Note Balances, on behalf of all Noteholders, to waive compliance by
the Issuing Entity with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Capped Variable Funding Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon all
future Holders of this Capped Variable Funding Note and of any Variable Funding
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Capped Variable Funding Note. The Indenture also permits the Indenture Trustee
to amend or waive certain terms and conditions set forth in the Indenture
without the consent of the Noteholders but with prior written notice to each
Rating Agency.

     The term "Issuing Entity" as used in this Capped Variable Funding Note
includes any successor to the Issuing Entity under the Indenture.

     The Issuing Entity is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Variable Funding Notes under the Indenture.

     The Variable Funding Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

     This Capped Variable Funding Note and the Indenture shall be construed in
accordance with the laws of the State of New York, and the obligations, rights
and remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws. No reference herein to the Indenture and no provision
of this Capped Variable Funding Note or of the Indenture shall alter or impair
the obligation of the Issuing Entity, which is absolute and unconditional, to
pay the principal of and interest on this Capped Variable Funding Note at the
times, place and rate, and in the coin or currency herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of [Name of Owner Trustee] or [Name Of
Indenture Trustee] in their respective individual capacities, any owner of a
beneficial interest in the Issuing Entity, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Capped Variable Funding Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Capped Variable
Funding Note by its acceptance hereof agrees that, except as expressly provided
in the Basic Documents, in the case of an Event of Default under the Indenture,
such Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuing Entity for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Capped Variable Funding Note.

     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuing Entity and
not in its individual capacity, has caused this Capped Variable Funding Note to
be duly executed.

                                       [NAME OF ISSUING ENTITY]


                                        By:  [NAME OF OWNER TRUSTEE], not in its
                                             individual capacity but solely as
                                             Owner Trustee
                                             By: _______________________________
                                                      Authorized Signatory

                                     Dated:


<PAGE>


                         CERTIFICATE OF AUTHENTICATION

     This is one of the Capped Variable Funding Notes referred to in the
within-mentioned Indenture.

                                       [NAME OF ISSUING ENTITY]


                                        By:  [NAME OF OWNER TRUSTEE], not in its
                                             individual capacity but solely as
                                             Indenture Trustee
                                             By: _______________________________
                                                      Authorized Signatory

                                     Dated:


<PAGE>


                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:
__________________________________________________

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
____________________________________________________________________________
____________________________________________________________________________
(name and address of assignee)

     the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Note on the books kept for registration thereof, with full power of substitution
in the premises.

Dated:_________________________     _______________________________*/
                                    _______________________________*/

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


<PAGE>


                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:
____________________________________________________

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
_____________________________________________________________________________
_____________________________________________________________________________
(name and address of assignee)

     the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Note on the books kept for registration thereof, with full power of substitution
in the premises.

Dated:_________________________     _______________________________*/
                                    _______________________________*/

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


<PAGE>


                                  EXHIBIT A-4

                      FORM OF NON-OFFERED SUBORDINATE NOTE

Exhibit A-4a - Form of X-1 Note
Exhibit A-4b - Form of X-2A Note
Exhibit A-4c - Form of X-2B Note


<PAGE>


                                  EXHIBIT A-4a

                        Exhibit A-4a - Form of X-1 Note


<PAGE>


                                  EXHIBIT A-4b

                        Exhibit A-4b - Form of X-2A Note


<PAGE>


                                  EXHIBIT A-4c

                        Exhibit A-4c - Form of X-2B Note


<PAGE>


                                   EXHIBIT B

                  FORM OF RULE 144A INVESTMENT REPRESENTATION

     Description of Rule 144A Securities, including numbers:

____________________________
____________________________
____________________________

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

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

(b) The Buyer warrants and represents to, and covenants with, the Indenture
Trustee and the Issuing Entity (as defined in the Indenture (the "Indenture"),
dated as of ______, 200__,, between [Name of Issuing Entity], as Issuing Entity,
and [Name of Indenture Trustee], as Indenture Trustee), pursuant to Section 4.02
of the Indenture, as follows:

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

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

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

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

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

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

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

____________________________________   _________________________________________
Print Name of Seller                   Print Name of Buyer


By: ________________________________   By: _____________________________________
    Name:                                  Name:
    Title:                                 Title:


Taxpayer Identification:               Taxpayer Identification:

No:_________________________________   No:______________________________________

Date:_______________________________   Date:____________________________________


<PAGE>


                                                            ANNEX 1 TO EXHIBIT B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             For Buyers Other Than Registered Investment Companies

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

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

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

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

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

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

___  Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
     the Securities Exchange Act of 1934, as amended.

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

___  State or Local Plan. The Buyer is a plan established and maintained by a
     State, its political subdivisions, or any agency or instrumentality of such
     State or its political subdivisions, for the benefit of its employees.

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

___  Investment Adviser. The Buyer is an investment adviser registered under the
     Investment Advisers Act of 1940, as amended.

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

___  Business Development Company. The Buyer is a business development company
     as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as
     amended.

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

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

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

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

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

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

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

                                          ___________________________________
                                          Print Name of Buyer


                                          By: __________________________________
                                              Name:
                                              Title:

                                              Date: ____________________________


<PAGE>


                                                            ANNEX 2 TO EXHIBIT B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers that are Registered Investment Companies]

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

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

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

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

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

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

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

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

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

                                         ___________________________________
                                         Print Name of Buyer


                                          By:
                                               _________________________________
                                               Name:
                                               Title:

                                               Date: ___________________________


                                          IF AN ADVISER


                                          _________________________________
                                          Print Name of Buyer


                                          By:  _________________________________
                                               Name:


<PAGE>


                                                                       EXHIBIT C

                     FORM OF INVESTOR REPRESENTATION LETTER

Bear Stearns Asset Backed Securities, Inc.               _________, ____
383 Madison Avenue, 10th Floor
New York, NY 10179

[Name of Indenture Trustee]
______________________________
______________________________
______________________________

Attention: Corporate Trust Administration

     Re:    Asset-Backed Capped Funding Notes, Series 200_-_

Ladies and Gentlemen:

     ________________ (the "Purchaser") intends to purchase $_________
Asset-Backed Capped Funding Notes, Series 200_-_ (the "Capped Funding Notes"),
issued pursuant to the indenture dated as of ______, 200__, (the "Indenture"),
between [[Name of Issuing Entity], as issuing entity (the "Issuing Entity"), and
[Name of Indenture Trustee], as indenture trustee (the "Indenture Trustee").
Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in Appendix A to the Indenture. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Issuing Entity
and the Indenture Trustee that:

     (a) The Purchaser understands that (i) the Capped Funding Notes have not
been and will not be registered or qualified under the Securities Act of 1933,
as amended (the "Act") or any state securities law, (ii) the Issuing Entity is
not required to so register or qualify the Capped Funding Notes, (iii) the
Capped Funding Notes may be resold only if registered and qualified pursuant to
the provisions of the Act or any state securities law, or if an exemption from
such registration and qualification is available, (iv) the Indenture contains
restrictions regarding the transfer of the Capped Funding Notes and (v) the
Capped Funding Notes will bear a legend to the foregoing effect.

     (b) The Purchaser is acquiring the Capped Funding Notes for its own account
for investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act or any applicable
state securities laws.

     (c) The Purchaser represents that:

          (1) The Purchaser is neither (A) an employee benefit plan or other (i)
     retirement arrangement, including individual retirement accounts and
     annuities, Keogh plans and collective investment funds and separate
     accounts in which such plans, accounts or arrangements are invested,
     including, without limitation, insurance company general accounts, that is
     subject to ERISA or the Code (each, a "Plan"), nor (B) any Person who is
     directly or indirectly purchasing such Capped Funding Note or interest
     therein on behalf of, as named fiduciary of, as trustee of, or with "Plan
     Assets" (as defined under the DOL Regulation at 29 C.F.R. Section
     2510.3-101) of a Plan; or

          (2) (A) the Purchaser is a Plan or a Person purchasing such Capped
     Funding Note with "Plan Assets" and represents that, as of the date of the
     transfer, the Capped Funding Notes are rated investment grade or better,
     (B) the Purchaser believes that the Capped Funding Notes are properly
     treated as indebtedness without substantial equity features for purposes of
     the DOL Regulations, and agrees to so treat the Capped Funding Notes, and
     (C) the acquisition and holding of the Capped Funding Note will not give
     rise to a non-exempt prohibited transaction under section 406 of ERISA or
     Section 4975 of the Code; or

          (3) The Purchaser has provided the Note Registrar with an Opinion of
     Counsel, which Opinion of Counsel will not be at the expense of the Trust
     Estate, the Depositor, the Issuing Entity, the Owner Trustee, the Indenture
     Trustee, the Administrators or the Note Registrar, which establishes to the
     satisfaction of the Indenture Trustee that the purchase, holding and
     transfer of such Capped Funding Notes or interest therein is permissible
     under applicable law, will not constitute or result in a non-exempt
     prohibited transaction under section 406 of ERISA or Section 4975 of the
     Code and will not subject the Issuing Entity, the Owner Trustee, the
     Administrators, the Depositor, the Note Registrar or the Indenture Trustee
     to any obligation in addition to those undertaken in the Indenture.


     (d) The Purchaser is (i) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters,
and, in particular, in such matters related to securities similar to the Capped
Funding Notes, such that it is capable of evaluating the merits and risks of
investment in the Capped Funding Notes, (ii) able to bear the economic risks of
such an investment and (iii) an "accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.

     (e) The Purchaser has been furnished with, and has had an opportunity to
review (i) a copy of the Indenture and (ii) such other information concerning
the Capped Funding Notes, the Mortgage Loans and the Issuing Entity as has been
requested by the Purchaser from the Issuing Entity or the Seller and is relevant
to the Purchaser's decision to purchase the Capped Funding Notes. The Purchaser
has had any questions arising from such review answered by the Issuing Entity or
the Seller to the satisfaction of the Purchaser.

     (f) The Purchaser has not and will not nor has it authorized or will it
authorize any person to (i) offer, pledge, sell, dispose of or otherwise
transfer any Note, any interest in any Note or any other similar security to any
person in any manner, (ii) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Note, any interest in any Note or any other
similar security from any person in any manner, (iii) otherwise approach or
negotiate with respect to any Note, any interest in any Note or any other
similar security with any person in any manner, (iv) make any general
solicitation by means of general advertising or in any other manner or (v) take
any other action, that (as to any of (i) through (v) above) would constitute a
distribution of any Capped Funding Note under the Act, that would render the
disposition of any Capped Funding Note a violation of Section 5 of the Act or
any state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Capped Funding Notes, except in compliance with the provisions of the Indenture.

     (g) The Purchaser is not a non-United States person.

                                         Very truly yours,


                                         By: ___________________________________
                                             Name:
                                             Title:


<PAGE>


                                                                       EXHIBIT D

                    FORM OF TRANSFEROR REPRESENTATION LETTER

Bear Stearns Asset Backed Securities, Inc.                    _________, ____
383 Madison Avenue, 10th Floor
New York, NY 10179

[Name of Indenture Trustee]
______________________________
______________________________
______________________________

Attention: Corporate Trust Administration

     Re:    Asset-Backed Capped Funding Notes, Series 200_-_

Ladies and Gentlemen:

     ___________ (the "Purchaser") intends to purchase $________ Asset-Backed
Capped Funding Notes, Series 200_-_ (the "Notes"), issued pursuant to an
indenture dated as of ______ 1, 200_ (the "Indenture"), between [Name of Issuing
Entity], as issuing entity (the "Issuing Entity"), and [Name of Indenture
Trustee], as indenture trustee (the "Indenture Trustee"). Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed thereto
in Appendix A to the Indenture. The Seller hereby certifies, represents and
warrants to, and covenants with, the Issuing Entity and the Indenture Trustee
that:

     Neither the Seller nor anyone acting on its behalf has (i) offered,
pledged, sold, disposed of or otherwise transferred any Capped Funding Note, any
interest in any Capped Funding Note or any other similar security to any person
in any manner, (ii) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Capped Funding Note, any interest in any
Capped Funding Note or any other similar security from any person in any manner,
(iii) has otherwise approached or negotiated with respect to any Capped Funding
Note, any interest in any Capped Funding Note or any other similar security with
any person in any manner, (iv) has made any general solicitation by means of
general advertising or in any other manner, or (v) has taken any other action,
that (as to any of (i) through (v) above) would constitute a distribution Capped
Funding Notes under the Securities Act of 1933, as amended (the "Act"), that
would render the disposition of any Capped Funding Note a violation of Section 5
of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Seller will not act in any manner set forth
in the foregoing sentence with respect to any Capped Funding Note. The Seller
has not and will not sell or otherwise transfer any of the Notes, except in
compliance with the provisions of the Indenture.


<PAGE>


                                         Very truly yours,


                                         By: ___________________________________
                                             Name:
                                             Title:


<PAGE>


                                                                       EXHIBIT E

                         FORM OF REPRESENTATION LETTER

Bear Stearns Asset Backed Securities, Inc.                    _________, ____
383 Madison Avenue, 10th Floor
New York, NY 10179

[Name of Owner Trustee]
______________________________
______________________________
______________________________

[Name of Indenture Trustee]
______________________________
______________________________
______________________________

     Re:    Bear Stearns Asset Backed Securities Inc.
            [Name of Issuing Entity],
            Non-Offered Subordinate Notes

Dear Sirs:

     One or more Non-Offered Subordinate Notes (the "Transferee") intends to
acquire from ____________ (the "Seller"), issued pursuant to an indenture dated
as of August 1, 2003 (the "Indenture"), between [Name of Issuing Entity], as
Issuing Entity (the "Issuing Entity") and [Name of Indenture Trustee], as
Indenture Trustee. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in Appendix A to the Indenture.

     The Transferee hereby certifies, represents and warrants to, and covenants
with, the Depositor, the Owner Trustee, the Administrator and the Indenture
Trustee that:

     (a) the Transferee is acquiring the Non-Offered Subordinate Note for its
own behalf and is not acting as agent or custodian for any other person or
entity in connection with such acquisition;

     (b) the Transferee is not a partnership, grantor trust or S corporation for
federal income tax purposes, or, if the Transferee is a partnership, grantor
trust or S corporation for federal income tax purposes, the Non-Offered
Subordinate Notes are not more than 50% of the assets of the partnership,
grantor trust or S corporation;

     (c) the Transferee will not (x) incur indebtedness secured by Non-Offered
Subordinate Notes where payments on such indebtedness bear a relationship to
payments on either the Mortgage Loans in Group I or the Mortgage Loans as a
whole within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y)
use a partnership, trust or other entity to indirectly achieve the result
described in clause (x); and

     (d) the Transferee has been furnished with, and has had an opportunity to
review a copy of the Indenture. The Transferee agrees to be bound by the
Indenture.

                                         Very truly yours,


                                         By: ___________________________________
                                             Name:
                                             Title:


<PAGE>


                                                                       EXHIBIT F

                       CERTIFICATE OF NON-FOREIGN STATUS

     This Certificate of Non-Foreign Status (the "Certificate") is delivered
pursuant to Section 4.02 of the indenture dated as of ______ 1, 200_ (the
"Indenture"), between [Name of Issuing Entity], as Issuing Entity (the "Issuing
Entity") and [Name of Indenture Trustee], as Indenture Trustee, in connection
with the acquisition of, transfer to or possession by the undersigned, whether
as beneficial owner (the "Beneficial Owner"), or nominee on behalf of the
Beneficial Owner of the Non-Offered Subordinate Note. Capitalized terms used
herein but not otherwise defined shall have the meanings ascribed thereto in
Appendix A to the Indenture.

     Each holder must complete Part I, Part II (if the holder is a nominee), and
in all cases sign and otherwise complete Part III.

     In addition, each holder shall submit with this Certificate an IRS Form W-9
relating to such holder.

     To confirm to the Indenture Trustee, the Owner Trustee and the Issuing
Entity that the provisions of Sections 871, 881 or 1446 of the Internal Revenue
Code (relating to withholding tax on foreign partners) do not apply in respect
of the Non-Offered Subordinate Note held by the undersigned, the undersigned
hereby certifies:

Part I - Complete Either A or B

     A. Individual as Beneficial Owner

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

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

          _____________________________
          _____________________________; and

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

     B. Corporate, Partnership or Other Entity as Beneficial Owner

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

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

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

Part II - Nominees

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

     ___ an IRS Form W-9

     ___ a form such as this or substantially similar

provided to the undersigned by an appropriate person and (i) the undersigned
agrees to notify the Trust at least 30 days prior to the date that the form
relied upon becomes obsolete, and (ii) in connection with change in Beneficial
Owners, the undersigned agrees to submit a new Certificate to the Trust promptly
after such change.

Part III - Declaration

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

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

                                         _______________________________________
                                                           Name

                                         _______________________________________
                                                  Title (if applicable)

                                         _______________________________________
                                                    Signature and Date



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

<PAGE>


                                                                       EXHIBIT G

             FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

          Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among
          [IDENTIFY - PARTIES]

          I, ________________________________, the _______________________ of
          [NAME OF COMPANY], certify to [the Purchaser], [the Depositor], and
          the [Master Servicer] [Securities Administrator] [Trustee], and their
          officers, with the knowledge and intent that they will rely upon this
          certification, that:

          (1) I have reviewed the servicer compliance statement of the Company
          provided in accordance with Item 1123 of Regulation AB (the
          "Compliance Statement"), the report on assessment of the Company's
          compliance with the servicing criteria set forth in Item 1122(d) of
          Regulation AB (the "Servicing Criteria"), provided in accordance with
          Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
          amended (the "Exchange Act") and Item 1122 of Regulation AB (the
          "Servicing Assessment"), the registered public accounting firm's
          attestation report provided in accordance with Rules 13a-18 and 15d-18
          under the Exchange Act and Section 1122(b) of Regulation AB (the
          "Attestation Report"), and all servicing reports, officer's
          certificates and other information relating to the servicing of the
          Mortgage Loans by the Company during 200[ ] that were delivered by the
          Company to the [Depositor] [Master Servicer] [Securities
          Administrator] [Trustee] pursuant to the Agreement (collectively, the
          "Company Servicing Information");

         (2) Based on my knowledge, the Company Servicing Information, taken as
         a whole, does not contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the statements made, in
         the light of the circumstances under which such statements were made,
         not misleading with respect to the period of time covered by the
         Company Servicing Information;

         (3) Based on my knowledge, all of the Company Servicing Information
         required to be provided by the Company under the Agreement has been
         provided to the [Depositor] [Master Servicer] [Securities
         Administrator] [Trustee];

         (4) I am responsible for reviewing the activities performed by the
         Company as servicer under the Agreement, and based on my knowledge and
         the compliance review conducted in preparing the Compliance Statement
         and except as disclosed in the Compliance Statement, the Servicing
         Assessment or the Attestation Report, the Company has fulfilled its
         obligations under the Agreement in all material respects; and

         (5) The Compliance Statement required to be delivered by the Company
         pursuant to the Agreement, and the Servicing Assessment and Attestation
         Report required to be provided by the Company and by any Subservicer or
         Subcontractor pursuant to the Agreement, have been provided to the
         [Depositor] [Master Servicer]. Any material instances of noncompliance
         described in such reports have been disclosed to the [Depositor]
         [Master Servicer]. Any material instance of noncompliance with the
         Servicing Criteria has been disclosed in such reports.




         Date:    _________________________



         By:
         Name:    ________________________________
         Title:   ________________________________


<PAGE>


                                    EXHIBIT H

                        FORM 10-D, FORM 8-K AND FORM 10-K
                            REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party
shall be primarily responsible for reporting the information to the Securities
Administrator pursuant to Section 3.18(a)(iv). If the Securities Administrator
is indicated below as to any item, then the Securities Administrator is
primarily responsible for obtaining that information.

Under Item 1 of Form 10-D: a) items marked "6.07 statement" are required to be
included in the periodic Distribution Date statement under Section 6.07,
provided by the Securities Administrator based on information received from the
Master Servicer; and b) items marked "Form 10-D report" are required to be in
the Form 10-D report but not the 6.07 statement, provided by the party
indicated. Information under all other Items of Form 10-D is to be included in
the Form 10-D report.
<TABLE>
<CAPTION>

------------ --------- ------------------------------------------ ------------------ ------------ --------------------
                                                                                     MASTER       SECURITIES
FORM         ITEM      DESCRIPTION                                SERVICERS          SERVICER     ADMINISTRATOR
------------ ---------------------------------------------------------------------------------------------------------
10-D Must be filed within 15 days of the distribution date for the asset-backed
securities.
<S>          <C>       <C>                                        <C>                <C>         <C>
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             1         DISTRIBUTION AND POOL PERFORMANCE
                       INFORMATION
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       ITEM  1121(A)  -  DISTRIBUTION  AND  POOL
                       PERFORMANCE INFORMATION
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (1) Any applicable record dates, accrual          X
                       dates, determination dates for calculating
                       distributions   and  actual   distribution
                       dates for the distribution period.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (2) Cash flows received and the sources           X
                       thereof   for   distributions,   fees  and
                       expenses.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (3) Calculated amounts and distribution           X
                       of  the  flow  of  funds  for  the  period
                       itemized by type and  priority of payment,
                       including:
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                                (i) Fees or expenses accrued             X
                       and paid,  with an  identification  of the
                       general purpose of such fees and the party
                       receiving such fees or expenses.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                                (ii)  Payments  accrued  or paid
                       with  respect  to   enhancement  or  other
                       support   identified   in  Item   1114  of
                       Regulation AB (such as insurance  premiums
                       or other  enhancement  maintenance  fees),
                       with  an  identification  of  the  general
                       purpose  of such  payments  and the  party
                       receiving such payments.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                                (iii) Principal, interest and
                        other  distributions  accrued and paid on
                        the  asset-backed  securities by type and
                        by class or series and any  principal  or
                        interest shortfalls or carryovers.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                                (iv) The amount of excess cash
                        flow or excess spread and the disposition
                        of excess cash flow.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (4) Beginning and ending principal
                        balances of the asset-backed securities.

------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (5)  Interest  rates  applicable  to  the
                       pool   assets   and   the    asset-backed
                       securities,   as   applicable.   Consider
                       providing  interest rate  information for
                       pool      assets      in      appropriate
                       distributional   groups  or   incremental
                       ranges.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (6)  Beginning  and ending  balances  of
                       transaction  accounts,   such  as  reserve
                       accounts,  and material  account  activity
                       during the period.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (7) Any  amounts  drawn  on any  credit
                       enhancement or other support identified in
                       Item 1114 of Regulation AB, as applicable,
                       and the amount of coverage remaining under
                       any  such   enhancement,   if  known   and
                       applicable.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (8) Number  and amount of pool  assets at
                       the  beginning and ending of each period,
                       and     updated     pool      composition
                       information,  such  as  weighted  average
                       coupon,  weighted average life,  weighted
                       average  remaining term, pool factors and
                       prepayment amounts.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (9) Delinquency and loss information for
                       the period.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                                In  addition, describe  any                             X
                                material  changes to the
                                information  specified in
                                Item  1100(b)(5) of
                                Regulation AB regarding the
                                pool assets.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (10)  Information  on the amount,  terms
                       and general  purpose of any advances  made
                       or reimbursed during the period, including
                       the general use of funds  advanced and the
                       general     source     of    funds     for
                       reimbursements.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (11)   Any   material   modifications,
                       extensions or waivers to pool asset terms,
                       fees,  penalties  or  payments  during the
                       distribution    period    or   that   have
                       cumulatively become material over time.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (12) Material breaches of pool asset                                              X
                       representations orwarranties or                                             (subject to
                       transaction covenants.                                                    Depositor approval)
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (13)  Information on ratio,  coverage or
                       other tests used for determining any early
                       amortization,    liquidation    or   other
                       performance   trigger   and   whether  the
                       trigger was met.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       (14)  Information   regarding  any  new
                       issuance of asset-backed securities backed
                       by the same asset pool,
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                             [information  regarding]  any  pool                     X
                             asset   changes   (other   than  in
                             connection   with  a   pool   asset
                             converting  into cash in accordance
                             with its terms),  such as additions
                             or  removals in  connection  with a
                             prefunding or revolving  period and
                             pool   asset    substitutions   and
                             repurchases  (and  purchase  rates,
                             if  applicable),   and  cash  flows
                             available  for  future   purchases,
                             such   as  the   balances   of  any
                             prefunding  or revolving  accounts,
                             if applicable.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                             Disclose  any  material  changes in                     X
                             the solicitation,  credit-granting,
                             underwriting,          origination,
                             acquisition   or   pool   selection
                             criteria    or    procedures,    as
                             applicable,   used  to   originate,
                             acquire  or  select  the  new  pool
                             assets.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       ITEM 1121(B) -  PRE-FUNDING  OR REVOLVING
                       PERIOD INFORMATION

                       Updated pool information as required under
                       Item 1121(b).
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             2         LEGAL PROCEEDINGS
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Item  1117  -  Legal  proceedings  pending
                       against the following  entities,  or their
                       respective  property,  that is material to
                       Certificateholders,  including proceedings
                       known to be  contemplated  by governmental
                       authorities:
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Sponsor (Seller)
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Depositor
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Trustee
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Issuing entity
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Master Servicer,  affiliated  Servicer,                                          X
                       other  Servicer  servicing  20% or more of
                       pool  assets  at  time  of  report,  other
                       material servicers
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Certificate Administrator
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Originator  of 20% or more of pool assets                     X
                       as of the Cut-off Date
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Custodian
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             3         SALES OF SECURITIES AND USE OF PROCEEDS
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       INFORMATION FROM ITEM 2(A) OF PART II OF
                       FORM  10-Q:

                       With respect to any sale of  securities by
                       the sponsor,  depositor or issuing entity,
                       that are  backed by the same asset pool or
                       are   otherwise   issued  by  the  issuing
                       entity, whether or not registered, provide
                       the sales and use of proceeds  information
                       in Item  701 of  Regulation  S-K.  Pricing
                       information  can be omitted if  securities
                       were not registered.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             4         DEFAULTS UPON SENIOR SECURITIES
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       INFORMATION  FROM  ITEM 3 OF  PART  II OF                                 X
                       FORM 10-Q:

                       Report  the  occurrence  of any  Event of
                       Default  (after  expiration  of any grace
                       period  and  provision  of  any  required
                       notice)
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             5         SUBMISSION OF MATTERS TO A VOTE OF
                       SECURITY HOLDERS
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       INFORMATION FROM ITEM 4 OF PART II OF                                     X
                       FORM 10-Q
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             6         SIGNIFICANT OBLIGORS OF POOL ASSETS
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       ITEM   1112(B)  -   SIGNIFICANT   OBLIGOR                     X
                       FINANCIAL INFORMATION*
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       *This information need only be reported on
                       the Form 10-D for the distribution  period
                       in which updated  information  is required
                       pursuant to the Item.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             7         SIGNIFICANT ENHANCEMENT PROVIDER
                       INFORMATION
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       ITEM  1114(B)(2)  -  CREDIT   ENHANCEMENT
                       PROVIDER FINANCIAL INFORMATION*
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                             Determining  applicable  disclosure                     X
                             threshold
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                             Obtaining     required    financial                     X
                             information       or      effecting
                             incorporation by reference
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       ITEM  1115(B) -  DERIVATIVE  COUNTERPARTY
                       FINANCIAL INFORMATION*
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                             Determining     current     maximum
                             probable exposure
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                             Determining  current   significance                                 X
                             percentage
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                             Obtaining     required    financial                                 X
                             information       or      effecting
                             incorporation by reference
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       *This information need only be reported on
                       the Form 10-D for the distribution  period
                       in which updated  information  is required
                       pursuant to the Items.
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             8         OTHER INFORMATION
------------ --------- ------------------------------------------ ----------------------------------------------------
                       DISCLOSE ANY INFORMATION REQUIRED TO BE    The Responsible Party for the applicable Form 8-K it
                       THE FORM 10-D BUT NOT REPORTED
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
             9         EXHIBITS
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       Distribution report                                                       X
------------ --------- ------------------------------------------ ------------------ ----------- --------------------
                       EXHIBITS   REQUIRED   BY   ITEM   601  OF
                       REGULATION    S-K,   SUCH   AS   MATERIAL
                       AGREEMENTS
------------ ---------------------------------------------------------------------------------------------------------
8-K          Must be filed within four business days of an event reportable on Form 8-K.
             ===========================================================================
------------ ---------------------------------------------------------------------------------------------------------
             1.01       ENTRY   INTO   A   MATERIAL   DEFINITIVE
                        AGREEMENT
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Disclosure is required  regarding  entry                     X
                        into  or  amendment  of  any  definitive
                        agreement   that  is   material  to  the
                        securitization,  even  if  depositor  is
                        not a party.

                        Examples:      servicing      agreement,
                        custodial agreement.

                        Note:  disclosure  not  required  as  to
                        definitive  agreements  that  are  fully
                        disclosed in the prospectus
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             1.02       TERMINATION  OF  A  MATERIAL  DEFINITIVE
                        AGREEMENT
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                       Disclosure    is    required     regarding
                       termination  of any  definitive  agreement
                       that  is  material  to the  securitization
                       (other than  expiration in accordance with
                       its  terms),  even if  depositor  is not a
                       party.

                       Examples:  servicing agreement,  custodial
                       agreement.
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             1.03       BANKRUPTCY OR RECEIVERSHIP
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Disclosure  is  required  regarding  the                     X
                        bankruptcy or receivership,  if known to
                        the  Master  Servicer,  with  respect to
                        any of the following:

                       Sponsor   (Seller),    Depositor,   Master
                       Servicer,   affiliated   Servicer,   other
                       Servicer  servicing  20% or  more  of pool
                       assets at time of report,  other  material
                       servicers,    Certificate   Administrator,
                       Trustee,   significant   obligor,   credit
                       enhancer   (10%  or   more),   derivatives
                       counterparty, Custodian
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             2.04       TRIGGERING EVENTS THAT ACCELERATE OR
                        INCREASE A DIRECT FINANCIAL OBLIGATION
                        OR AN OBLIGATION UNDER AN OFF-BALANCE
                        SHEET ARRANGEMENT
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Includes    an    early    amortization,                     X
                        performance   trigger  or  other  event,
                        including  event of default,  that would
                        materially     alter     the     payment
                        priority/distribution       of      cash
                        flows/amortization schedule.

                       Disclosure  will be made of  events  other
                       than   waterfall    triggers   which   are
                       disclosed in the 6.07 statement
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             3.03       MATERIAL MODIFICATION TO RIGHTS OF
                        SECURITY HOLDERS
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Disclosure is required of any material                                   X
                        modification to documents defining the
                        rights of Certificateholders, including
                        the Pooling and Servicing Agreement
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             5.03       AMENDMENTS TO ARTICLES OF INCORPORATION
                        OR BYLAWS; CHANGE IN FISCAL YEAR
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Disclosure is required of any amendment
                        "to the governing documents of the
                        issuing entity"
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             5.06       CHANGE IN SHELL COMPANY STATUS
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        [Not applicable to ABS issuers]
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             6.01       ABS INFORMATIONAL AND COMPUTATIONAL
                        MATERIAL
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        [Not included in reports to be filed
                        under Section 3.18]
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             6.02       CHANGE OF SERVICER OR TRUSTEE
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Requires   disclosure  of  any  removal,                     X
                        replacement,  substitution  or  addition
                        of  any  master   servicer,   affiliated
                        servicer,  other servicer  servicing 10%
                        or  more  of  pool  assets  at  time  of
                        report,    other   material   servicers,
                        certificate  administrator  or  trustee.
                        Reg AB disclosure about any new servicer
                        or trustee is also required.
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             6.03       CHANGE IN CREDIT ENHANCEMENT OR OTHER
                        EXTERNAL SUPPORT
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Covers  termination  of any  enhancement                                 X
                        in manner  other than by its terms,  the
                        addition   of  an   enhancement,   or  a
                        material   change  in  the   enhancement
                        provided.  Applies  to  external  credit
                        enhancements  as  well  as  derivatives.
                        Reg   AB   disclosure    about   any   new
                        enhancement provider is also required.
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             6.04       FAILURE TO MAKE A REQUIRED DISTRIBUTION                                  X
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             6.05       SECURITIES ACT UPDATING DISCLOSURE
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        If  any  material  pool   characteristic
                       differs  by 5% or  more  at  the  time  of
                       issuance  of  the   securities   from  the
                       description   in  the  final   prospectus,
                       provide  updated Reg AB  disclosure  about
                       the actual asset pool.
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                       If  there  are  any  new  servicers  or
                       originators required to be disclosed under
                       Regulation   AB  as  a   result   of   the
                       foregoing,  provide the information called
                       for in Items 1108 and 1110 respectively.
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             7.01       REGULATION FD DISCLOSURE
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             8.01       OTHER EVENTS
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                       Any  event,   with   respect  to  which
                       information is not otherwise called for in
                       Form  8-K,  that the  registrant  deems of
                       importance to security holders.
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             9.01       FINANCIAL STATEMENTS AND EXHIBITS         The Responsible Party applicable to reportable event
------------ --------------------------------------------------------------------------------------------------------
10-K Must be filed within 90 days of the fiscal year end for the registrant.
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             9B         OTHER INFORMATION
------------ ---------- ----------------------------------------- ----------------------------------------------------
                        Disclose any information required to be   The Responsible Party for the applicable Form 8-K it
                        reported  on Form 8-K  during  the fourth
                        quarter  covered by the Form 10-K but not
                        reported
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
             15         EXHIBITS   AND    FINANCIAL    STATEMENT
                        SCHEDULES
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        ITEM  1112(B)  -   SIGNIFICANT   OBLIGOR                     X
                        FINANCIAL INFORMATION
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        ITEM  1114(B)(2)  -  CREDIT  ENHANCEMENT
                        PROVIDER FINANCIAL INFORMATION
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                             Determining  applicable  disclosure                                 X
                             threshold
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                             Obtaining     required    financial                                 X
                             information       or      effecting
                             incorporation by reference
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        ITEM 1115(B) -  DERIVATIVE  COUNTERPARTY
                        FINANCIAL INFORMATION
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                             Determining     current     maximum
                             probable exposure
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                             Determining  current   significance                                 X
                             percentage
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                             Obtaining     required    financial                                 X
                             information       or      effecting
                             incorporation by reference
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Item  1117 -  Legal  proceedings  pending
                        against the following entities,  or their
                        respective property,  that is material to
                        Certificateholders, including proceedings
                        known to be  contemplated by governmental
                        authorities:
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Sponsor (Seller)
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Depositor
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Trustee
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Issuing entity
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Master Servicer,  affiliated  Servicer,                      X
                        other  Servicer  servicing 20% or more of
                        pool  assets  at  time of  report,  other
                        material servicers
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Certificate Administrator
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Originator   of  20%  or  more  of  pool                     X
                        assets as of the Cut-off Date
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Custodian
 ----------- ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Item    1119    -    Affiliations     and
                        relationships   between   the   following
                        entities, or their respective affiliates,
                        that are material to Certificateholders:
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Sponsor (Seller)
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Depositor
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Trustee
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Master Servicer, affiliated Servicer, X other Servicer
                        servicing 20% or more of pool assets at time of report,
                        other material servicers
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Certificate Administrator
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Originator                                                   X
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Custodian
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Credit Enhancer/Support Provider                                         X
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        Significant Obligor                                          X
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        ITEM  1122 -  ASSESSMENT  OF  COMPLIANCE  X                  X           X
                        WITH SERVICING CRITERIA
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------
                        ITEM   1123   -   SERVICER    COMPLIANCE  X                  X
                        STATEMENT
------------ ---------- ----------------------------------------- ------------------ ----------- --------------------



[TABLE CONTINUED]


<CAPTION>

------------ --------- ------------------------------------------ - --------------- ----------- --------------- --------------
                                                                                    PAYING                      6.07
FORM         ITEM      DESCRIPTION                                  CUSTODIAN       AGENT       TRUSTEE         STATEMENT
------------ -------------------------------------------------------------------------------------------------- --------------
10-D Must be filed within 15 days of the distribution date for the
asset-backed securities.
<S>          <C>       <C>                                         <C>                <C>      <C>              <C>
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
             1         DISTRIBUTION AND POOL PERFORMANCE
                       INFORMATION
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       ITEM  1121(A)  -  DISTRIBUTION  AND  POOL
                       PERFORMANCE INFORMATION
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (1) Any applicable record dates, accrual
                       dates, determination dates for calculating
                       distributions   and  actual   distribution
                       dates for the distribution period.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (2) Cash flows received and the sources
                       thereof   for   distributions,   fees  and
                       expenses.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (3) Calculated amounts and distribution
                       of  the  flow  of  funds  for  the  period
                       itemized by type and  priority of payment,
                       including:
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                                (i) Fees or expenses accrued
                       and paid,  with an  identification  of the
                       general purpose of such fees and the party
                       receiving such fees or expenses.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                                (ii)  Payments  accrued  or paid                                                X
                       with  respect  to   enhancement  or  other
                       support   identified   in  Item   1114  of
                       Regulation AB (such as insurance  premiums
                       or other  enhancement  maintenance  fees),
                       with  an  identification  of  the  general
                       purpose  of such  payments  and the  party
                       receiving such payments.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                                (iii) Principal, interest and                                                   X
                        other  distributions  accrued and paid on
                        the  asset-backed  securities by type and
                        by class or series and any  principal  or
                        interest shortfalls or carryovers.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                                (iv) The amount of excess cash                                                  X
                        flow or excess spread and the disposition
                        of excess cash flow.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (4) Beginning and ending principal                                                       X
                        balances of the asset-backed securities.

------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (5)  Interest  rates  applicable  to  the                                                X
                       pool   assets   and   the    asset-backed
                       securities,   as   applicable.   Consider
                       providing  interest rate  information for
                       pool      assets      in      appropriate
                       distributional   groups  or   incremental
                       ranges.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (6)  Beginning  and ending  balances  of                                                  X
                       transaction  accounts,   such  as  reserve
                       accounts,  and material  account  activity
                       during the period.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (7) Any  amounts  drawn  on any  credit                                                   X
                       enhancement or other support identified in
                       Item 1114 of Regulation AB, as applicable,
                       and the amount of coverage remaining under
                       any  such   enhancement,   if  known   and
                       applicable.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (8) Number  and amount of pool  assets at                                                 X
                       the  beginning and ending of each period,
                       and     updated     pool      composition
                       information,  such  as  weighted  average
                       coupon,  weighted average life,  weighted
                       average  remaining term, pool factors and
                       prepayment amounts.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (9) Delinquency and loss information for                                                  X
                       the period.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                                In  addition, describe  any
                                material  changes to the
                                information  specified in
                                Item  1100(b)(5) of
                                Regulation AB regarding the
                                pool assets.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (10)  Information  on the amount,  terms                                                  X
                       and general  purpose of any advances  made
                       or reimbursed during the period, including
                       the general use of funds  advanced and the
                       general     source     of    funds     for
                       reimbursements.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (11)   Any   material   modifications,                                                    X
                       extensions or waivers to pool asset terms,
                       fees,  penalties  or  payments  during the
                       distribution    period    or   that   have
                       cumulatively become material over time.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (12) Material breaches of pool asset
                       representations orwarranties or
                       transaction covenants.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (13)  Information on ratio,  coverage or                                                  X
                       other tests used for determining any early
                       amortization,    liquidation    or   other
                       performance   trigger   and   whether  the
                       trigger was met.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       (14)  Information   regarding  any  new
                       issuance of asset-backed securities backed
                       by the same asset pool,
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                             [information  regarding]  any  pool
                             asset   changes   (other   than  in
                             connection   with  a   pool   asset
                             converting  into cash in accordance
                             with its terms),  such as additions
                             or  removals in  connection  with a
                             prefunding or revolving  period and
                             pool   asset    substitutions   and
                             repurchases  (and  purchase  rates,
                             if  applicable),   and  cash  flows
                             available  for  future   purchases,
                             such   as  the   balances   of  any
                             prefunding  or revolving  accounts,
                             if applicable.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                             Disclose  any  material  changes in
                             the solicitation,  credit-granting,
                             underwriting,          origination,
                             acquisition   or   pool   selection
                             criteria    or    procedures,    as
                             applicable,   used  to   originate,
                             acquire  or  select  the  new  pool
                             assets.
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       ITEM 1121(B) -  PRE-FUNDING  OR REVOLVING
                       PERIOD INFORMATION

                       Updated pool information as required under
                       Item 1121(b).
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
             2         LEGAL PROCEEDINGS
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Item  1117  -  Legal  proceedings  pending
                       against the following  entities,  or their
                       respective  property,  that is material to
                       Certificateholders,  including proceedings
                       known to be  contemplated  by governmental
                       authorities:
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Sponsor (Seller)
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Depositor
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Trustee                                                                                  X
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Issuing entity
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Master Servicer,  affiliated  Servicer,
                       other  Servicer  servicing  20% or more of
                       pool  assets  at  time  of  report,  other
                       material servicers
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Certificate Administrator
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Originator  of 20% or more of pool assets
                       as of the Cut-off Date
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
                       Custodian                                   X
------------ --------- ------------------------------------------  ------------------ -------- ---------------- --------------
             3         SALES OF SECURITIES AND USE OF PROCEEDS
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       INFORMATION FROM ITEM 2(A) OF PART II OF
                       FORM  10-Q:

                       With respect to any sale of  securities by
                       the sponsor,  depositor or issuing entity,
                       that are  backed by the same asset pool or
                       are   otherwise   issued  by  the  issuing
                       entity, whether or not registered, provide
                       the sales and use of proceeds  information
                       in Item  701 of  Regulation  S-K.  Pricing
                       information  can be omitted if  securities
                       were not registered.
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
             4         DEFAULTS UPON SENIOR SECURITIES
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       INFORMATION  FROM  ITEM 3 OF  PART  II OF                               X
                       FORM 10-Q:

                       Report  the  occurrence  of any  Event of
                       Default  (after  expiration  of any grace
                       period  and  provision  of  any  required
                       notice)
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
             5         SUBMISSION OF MATTERS TO A VOTE OF
                       SECURITY HOLDERS
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       INFORMATION FROM ITEM 4 OF PART II OF                                   X
                       FORM 10-Q
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
             6         SIGNIFICANT OBLIGORS OF POOL ASSETS
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       ITEM   1112(B)  -   SIGNIFICANT   OBLIGOR
                       FINANCIAL INFORMATION*
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       *This information need only be reported on
                       the Form 10-D for the distribution  period
                       in which updated  information  is required
                       pursuant to the Item.
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
             7         SIGNIFICANT ENHANCEMENT PROVIDER
                       INFORMATION
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       ITEM  1114(B)(2)  -  CREDIT   ENHANCEMENT
                       PROVIDER FINANCIAL INFORMATION*
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                             Determining  applicable  disclosure
                             threshold
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                             Obtaining     required    financial
                             information       or      effecting
                             incorporation by reference
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       ITEM  1115(B) -  DERIVATIVE  COUNTERPARTY
                       FINANCIAL INFORMATION*
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                             Determining     current     maximum
                             probable exposure
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                             Determining  current   significance
                             percentage
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                             Obtaining     required    financial
                             information       or      effecting
                             incorporation by reference
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       *This information need only be reported on
                       the Form 10-D for the distribution  period
                       in which updated  information  is required
                       pursuant to the Items.
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
             8         OTHER INFORMATION
------------ --------- ------------------------------------------ -------------------------------------------------------------
                       DISCLOSE ANY INFORMATION REQUIRED TO BE    tem as indicated below. REPORTED ON FORM 8-K DURING THE PERIO
                       THE FORM 10-D BUT NOT REPORTED
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
             9         EXHIBITS
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       Distribution report
------------ --------- ------------------------------------------  ------------------ -------- --------------- ---------------
                       EXHIBITS   REQUIRED   BY   ITEM   601  OF
                       REGULATION    S-K,   SUCH   AS   MATERIAL
                       AGREEMENTS
------------ ------------------------------------------------------------------------ -------- --------------- ---------------
8-K          Must be filed within four business days of an event
reportable on Form 8-K.
------------ ------------------------------------------------------------------------ -------- --------------- ---------------
             1.01       ENTRY   INTO   A   MATERIAL   DEFINITIVE
                        AGREEMENT
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Disclosure is required  regarding  entry                               X (if Master
                        into  or  amendment  of  any  definitive                               Servicer is
                        agreement   that  is   material  to  the                               not a party)
                        securitization,  even  if  depositor  is
                        not a party.

                        Examples:      servicing      agreement,
                        custodial agreement.

                        Note:  disclosure  not  required  as  to
                        definitive  agreements  that  are  fully
                        disclosed in the prospectus
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             1.02       TERMINATION  OF  A  MATERIAL  DEFINITIVE
                        AGREEMENT
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                       Disclosure    is    required     regarding
                       termination  of any  definitive  agreement
                       that  is  material  to the  securitization
                       (other than  expiration in accordance with
                       its  terms),  even if  depositor  is not a
                       party.

                       Examples:  servicing agreement,  custodial
                       agreement.
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             1.03       BANKRUPTCY OR RECEIVERSHIP
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Disclosure  is  required  regarding  the                               X (if Master
                        bankruptcy or receivership,  if known to                               Servicer is
                        the  Master  Servicer,  with  respect to                               not a party)
                        any of the following:

                       Sponsor   (Seller),    Depositor,   Master
                       Servicer,   affiliated   Servicer,   other
                       Servicer  servicing  20% or  more  of pool
                       assets at time of report,  other  material
                       servicers,    Certificate   Administrator,
                       Trustee,   significant   obligor,   credit
                       enhancer   (10%  or   more),   derivatives
                       counterparty, Custodian
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             2.04       TRIGGERING EVENTS THAT ACCELERATE OR
                        INCREASE A DIRECT FINANCIAL OBLIGATION
                        OR AN OBLIGATION UNDER AN OFF-BALANCE
                        SHEET ARRANGEMENT
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Includes    an    early    amortization,
                        performance   trigger  or  other  event,
                        including  event of default,  that would
                        materially     alter     the     payment
                        priority/distribution       of      cash
                        flows/amortization schedule.

                       Disclosure  will be made of  events  other
                       than   waterfall    triggers   which   are
                       disclosed in the 6.07 statement
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             3.03       MATERIAL MODIFICATION TO RIGHTS OF
                        SECURITY HOLDERS
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Disclosure is required of any material
                        modification to documents defining the
                        rights of Certificateholders, including
                        the Pooling and Servicing Agreement
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             5.03       AMENDMENTS TO ARTICLES OF INCORPORATION
                        OR BYLAWS; CHANGE IN FISCAL YEAR
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Disclosure is required of any amendment
                        "to the governing documents of the
                        issuing entity"
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             5.06       CHANGE IN SHELL COMPANY STATUS
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        [Not applicable to ABS issuers]
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             6.01       ABS INFORMATIONAL AND COMPUTATIONAL
                        MATERIAL
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        [Not included in reports to be filed
                        under Section 3.18]
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             6.02       CHANGE OF SERVICER OR TRUSTEE
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Requires   disclosure  of  any  removal,                               X
                        replacement,  substitution  or  addition
                        of  any  master   servicer,   affiliated
                        servicer,  other servicer  servicing 10%
                        or  more  of  pool  assets  at  time  of
                        report,    other   material   servicers,
                        certificate  administrator  or  trustee.
                        Reg AB disclosure about any new servicer
                        or trustee is also required.
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             6.03       CHANGE IN CREDIT ENHANCEMENT OR OTHER
                        EXTERNAL SUPPORT
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Covers  termination  of any  enhancement
                        in manner  other than by its terms,  the
                        addition   of  an   enhancement,   or  a
                        material   change  in  the   enhancement
                        provided.  Applies  to  external  credit
                        enhancements  as  well  as  derivatives.
                        Reg   AB   disclosure    about   any   new
                        enhancement provider is also required.
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             6.04       FAILURE TO MAKE A REQUIRED DISTRIBUTION                                X
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             6.05       SECURITIES ACT UPDATING DISCLOSURE
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        If  any  material  pool   characteristic
                       differs  by 5% or  more  at  the  time  of
                       issuance  of  the   securities   from  the
                       description   in  the  final   prospectus,
                       provide  updated Reg AB  disclosure  about
                       the actual asset pool.
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                       If  there  are  any  new  servicers  or
                       originators required to be disclosed under
                       Regulation   AB  as  a   result   of   the
                       foregoing,  provide the information called
                       for in Items 1108 and 1110 respectively.
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             7.01       REGULATION FD DISCLOSURE
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             8.01       OTHER EVENTS
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                       Any  event,   with   respect  to  which
                       information is not otherwise called for in
                       Form  8-K,  that the  registrant  deems of
                       importance to security holders.
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             9.01       FINANCIAL STATEMENTS AND EXHIBITS
------------ ----------------------------------------------------- ------------------ -------- --------------- ---------------
10-K Must be filed within 90 days of the fiscal year end for the
registrant.
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             9B         OTHER INFORMATION
------------ ---------- ----------------------------------------- -------------------------------------------------------------
                        Disclose any information required to be
                        reported  on Form 8-K  during  the fourth
                        quarter  covered by the Form 10-K but not
                        reported
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
             15         EXHIBITS   AND    FINANCIAL    STATEMENT
                        SCHEDULES
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        ITEM  1112(B)  -   SIGNIFICANT   OBLIGOR
                        FINANCIAL INFORMATION
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        ITEM  1114(B)(2)  -  CREDIT  ENHANCEMENT
                        PROVIDER FINANCIAL INFORMATION
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                             Determining  applicable  disclosure
                             threshold
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                             Obtaining     required    financial
                             information       or      effecting
                             incorporation by reference
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        ITEM 1115(B) -  DERIVATIVE  COUNTERPARTY
                        FINANCIAL INFORMATION
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                             Determining     current     maximum
                             probable exposure
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                             Determining  current   significance
                             percentage
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                             Obtaining     required    financial
                             information       or      effecting
                             incorporation by reference
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Item  1117 -  Legal  proceedings  pending
                        against the following entities,  or their
                        respective property,  that is material to
                        Certificateholders, including proceedings
                        known to be  contemplated by governmental
                        authorities:
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Sponsor (Seller)
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Depositor
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Trustee                                                                X
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Issuing entity
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Master Servicer,  affiliated  Servicer,
                        other  Servicer  servicing 20% or more of
                        pool  assets  at  time of  report,  other
                        material servicers
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Certificate Administrator
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Originator   of  20%  or  more  of  pool
                        assets as of the Cut-off Date
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Custodian                                  X
 ----------- ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Item    1119    -    Affiliations     and
                        relationships   between   the   following
                        entities, or their respective affiliates,
                        that are material to Certificateholders:
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Sponsor (Seller)
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Depositor
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Trustee                                                                X
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Master Servicer,  affiliated  Servicer,
                        other  Servicer  servicing 20% or more of
                        pool  assets  at  time of  report,  other
                        material servicers
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Certificate Administrator
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Originator
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Custodian                                  X
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Credit Enhancer/Support Provider
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        Significant Obligor
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        ITEM  1122 -  ASSESSMENT  OF  COMPLIANCE                               X
                        WITH SERVICING CRITERIA
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------
                        ITEM   1123   -   SERVICER    COMPLIANCE
                        STATEMENT
------------ ---------- -----------------------------------------  ------------------ -------- --------------- ---------------


[TABLE CONTINUED]

<CAPTION>


------------ --------- ------------------------------------------ - ------------------ ------------- --------------------
                                                                                                     CERTIFICATE
FORM         ITEM      DESCRIPTION                                  DEPOSITOR          SPONSOR       ADMINISTRATOR
------------ ------------------------------------------------------ ------------------ ------------- --------------------
10-D Must be filed within 15 days of the distribution date for the
asset-backed securities.
<S>          <C>       <C>                                          <C>                <C>           <C>
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
             1         DISTRIBUTION AND POOL PERFORMANCE
                       INFORMATION
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       ITEM  1121(A)  -  DISTRIBUTION  AND  POOL
                       PERFORMANCE INFORMATION
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (1) Any applicable record dates, accrual
                       dates, determination dates for calculating
                       distributions   and  actual   distribution
                       dates for the distribution period.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (2) Cash flows received and the sources
                       thereof   for   distributions,   fees  and
                       expenses.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (3) Calculated amounts and distribution
                       of  the  flow  of  funds  for  the  period
                       itemized by type and  priority of payment,
                       including:
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                                (i) Fees or expenses accrued
                       and paid,  with an  identification  of the
                       general purpose of such fees and the party
                       receiving such fees or expenses.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                                (ii)  Payments  accrued  or paid
                       with  respect  to   enhancement  or  other
                       support   identified   in  Item   1114  of
                       Regulation AB (such as insurance  premiums
                       or other  enhancement  maintenance  fees),
                       with  an  identification  of  the  general
                       purpose  of such  payments  and the  party
                       receiving such payments.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                                (iii) Principal, interest and
                        other  distributions  accrued and paid on
                        the  asset-backed  securities by type and
                        by class or series and any  principal  or
                        interest shortfalls or carryovers.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                                (iv) The amount of excess cash
                        flow or excess spread and the disposition
                        of excess cash flow.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (4) Beginning and ending principal
                        balances of the asset-backed securities.

------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (5)  Interest  rates  applicable  to  the
                       pool   assets   and   the    asset-backed
                       securities,   as   applicable.   Consider
                       providing  interest rate  information for
                       pool      assets      in      appropriate
                       distributional   groups  or   incremental
                       ranges.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (6)  Beginning  and ending  balances  of
                       transaction  accounts,   such  as  reserve
                       accounts,  and material  account  activity
                       during the period.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (7) Any  amounts  drawn  on any  credit
                       enhancement or other support identified in
                       Item 1114 of Regulation AB, as applicable,
                       and the amount of coverage remaining under
                       any  such   enhancement,   if  known   and
                       applicable.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (8) Number  and amount of pool  assets at     Updated pool
                       the  beginning and ending of each period,    composition
                       and     updated     pool      composition    information
                       information,  such  as  weighted  average    fields to be as
                       coupon,  weighted average life,  weighted    specified by
                       average  remaining term, pool factors and    Depositor from
                       prepayment amounts.                          time to time
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (9) Delinquency and loss information for
                       the period.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                                In  addition, describe  any
                                material  changes to the
                                information  specified in
                                Item  1100(b)(5) of
                                Regulation AB regarding the
                                pool assets.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (10)  Information  on the amount,  terms
                       and general  purpose of any advances  made
                       or reimbursed during the period, including
                       the general use of funds  advanced and the
                       general     source     of    funds     for
                       reimbursements.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (11)   Any   material   modifications,
                       extensions or waivers to pool asset terms,
                       fees,  penalties  or  payments  during the
                       distribution    period    or   that   have
                       cumulatively become material over time.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (12) Material breaches of pool asset
                       representations orwarranties or
                       transaction covenants.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (13)  Information on ratio,  coverage or
                       other tests used for determining any early
                       amortization,    liquidation    or   other
                       performance   trigger   and   whether  the
                       trigger was met.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       (14)  Information   regarding  any  new            X
                       issuance of asset-backed securities backed
                       by the same asset pool,
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                             [information  regarding]  any  pool
                             asset   changes   (other   than  in
                             connection   with  a   pool   asset
                             converting  into cash in accordance
                             with its terms),  such as additions
                             or  removals in  connection  with a
                             prefunding or revolving  period and
                             pool   asset    substitutions   and
                             repurchases  (and  purchase  rates,
                             if  applicable),   and  cash  flows
                             available  for  future   purchases,
                             such   as  the   balances   of  any
                             prefunding  or revolving  accounts,
                             if applicable.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                             Disclose  any  material  changes in
                             the solicitation,  credit-granting,
                             underwriting,          origination,
                             acquisition   or   pool   selection
                             criteria    or    procedures,    as
                             applicable,   used  to   originate,
                             acquire  or  select  the  new  pool
                             assets.
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       ITEM 1121(B) -  PRE-FUNDING  OR REVOLVING    X
                       PERIOD INFORMATION

                       Updated pool information as required under
                       Item 1121(b).
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
             2         LEGAL PROCEEDINGS
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Item  1117  -  Legal  proceedings  pending
                       against the following  entities,  or their
                       respective  property,  that is material to
                       Certificateholders,  including proceedings
                       known to be  contemplated  by governmental
                       authorities:
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Sponsor (Seller)                                                X
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Depositor                                    X
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Trustee
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Issuing entity                               X
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Master Servicer,  affiliated  Servicer,
                       other  Servicer  servicing  20% or more of
                       pool  assets  at  time  of  report,  other
                       material servicers
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Certificate Administrator                                                     X
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Originator  of 20% or more of pool assets
                       as of the Cut-off Date
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
                       Custodian
------------ --------- ------------------------------------------   ------------------ ------------- --------------------
             3         SALES OF SECURITIES AND USE OF PROCEEDS
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       INFORMATION FROM ITEM 2(A) OF PART II OF           X
                       FORM  10-Q:

                       With respect to any sale of  securities by
                       the sponsor,  depositor or issuing entity,
                       that are  backed by the same asset pool or
                       are   otherwise   issued  by  the  issuing
                       entity, whether or not registered, provide
                       the sales and use of proceeds  information
                       in Item  701 of  Regulation  S-K.  Pricing
                       information  can be omitted if  securities
                       were not registered.
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
             4         DEFAULTS UPON SENIOR SECURITIES
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       INFORMATION  FROM  ITEM 3 OF  PART  II OF
                       FORM 10-Q:

                       Report  the  occurrence  of any  Event of
                       Default  (after  expiration  of any grace
                       period  and  provision  of  any  required
                       notice)
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
             5         SUBMISSION OF MATTERS TO A VOTE OF
                       SECURITY HOLDERS
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       INFORMATION FROM ITEM 4 OF PART II OF
                       FORM 10-Q
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
             6         SIGNIFICANT OBLIGORS OF POOL ASSETS
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       ITEM   1112(B)  -   SIGNIFICANT   OBLIGOR
                       FINANCIAL INFORMATION*
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       *This information need only be reported on
                       the Form 10-D for the distribution  period
                       in which updated  information  is required
                       pursuant to the Item.
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
             7         SIGNIFICANT ENHANCEMENT PROVIDER
                       INFORMATION
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       ITEM  1114(B)(2)  -  CREDIT   ENHANCEMENT
                       PROVIDER FINANCIAL INFORMATION*
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                             Determining  applicable  disclosure
                             threshold
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                             Obtaining     required    financial
                             information       or      effecting
                             incorporation by reference
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       ITEM  1115(B) -  DERIVATIVE  COUNTERPARTY
                       FINANCIAL INFORMATION*
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                             Determining     current     maximum    X
                             probable exposure
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                             Determining  current   significance
                             percentage
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                             Obtaining     required    financial
                             information       or      effecting
                             incorporation by reference
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       *This information need only be reported on
                       the Form 10-D for the distribution  period
                       in which updated  information  is required
                       pursuant to the Items.
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
             8         OTHER INFORMATION
------------ --------- ------------------------------------------ -------------------------------------------------------
                       DISCLOSE ANY INFORMATION REQUIRED TO BE
                       THE FORM 10-D BUT NOT REPORTED
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
             9         EXHIBITS
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       Distribution report
------------ --------- ------------------------------------------   ------------------- -------------- ------------------
                       EXHIBITS   REQUIRED   BY   ITEM   601  OF    X
                       REGULATION    S-K,   SUCH   AS   MATERIAL
                       AGREEMENTS
------------ ------------------------------------------------------ ------------------- -------------- ------------------
8-K          Must be filed within four business days of an event
reportable on Form 8-K.
------------ ------------------------------------------------------ ------------------- -------------- ------------------
             1.01       ENTRY   INTO   A   MATERIAL   DEFINITIVE
                        AGREEMENT
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Disclosure is required  regarding  entry    X (if Master        X (if Master   X (if Master
                        into  or  amendment  of  any  definitive    Servicer is not a   Servicer is    Servicer is not
                        agreement   that  is   material  to  the    party)              not a party)   a party)
                        securitization,  even  if  depositor  is
                        not a party.

                        Examples:      servicing      agreement,
                        custodial agreement.

                        Note:  disclosure  not  required  as  to
                        definitive  agreements  that  are  fully
                        disclosed in the prospectus
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             1.02       TERMINATION  OF  A  MATERIAL  DEFINITIVE
                        AGREEMENT
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                       Disclosure    is    required     regarding
                       termination  of any  definitive  agreement
                       that  is  material  to the  securitization
                       (other than  expiration in accordance with
                       its  terms),  even if  depositor  is not a
                       party.

                       Examples:  servicing agreement,  custodial
                       agreement.
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             1.03       BANKRUPTCY OR RECEIVERSHIP
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Disclosure  is  required  regarding  the    X (if Master        X (if Master   X (if Master
                        bankruptcy or receivership,  if known to    Servicer is not a   Servicer is    Servicer is not
                        the  Master  Servicer,  with  respect to    party)              not a party)   a party)
                        any of the following:

                       Sponsor   (Seller),    Depositor,   Master
                       Servicer,   affiliated   Servicer,   other
                       Servicer  servicing  20% or  more  of pool
                       assets at time of report,  other  material
                       servicers,    Certificate   Administrator,
                       Trustee,   significant   obligor,   credit
                       enhancer   (10%  or   more),   derivatives
                       counterparty, Custodian
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             2.04       TRIGGERING EVENTS THAT ACCELERATE OR
                        INCREASE A DIRECT FINANCIAL OBLIGATION
                        OR AN OBLIGATION UNDER AN OFF-BALANCE
                        SHEET ARRANGEMENT
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Includes    an    early    amortization,
                        performance   trigger  or  other  event,
                        including  event of default,  that would
                        materially     alter     the     payment
                        priority/distribution       of      cash
                        flows/amortization schedule.

                       Disclosure  will be made of  events  other
                       than   waterfall    triggers   which   are
                       disclosed in the 6.07 statement
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             3.03       MATERIAL MODIFICATION TO RIGHTS OF
                        SECURITY HOLDERS
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Disclosure is required of any material
                        modification to documents defining the
                        rights of Certificateholders, including
                        the Pooling and Servicing Agreement
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             5.03       AMENDMENTS TO ARTICLES OF INCORPORATION
                        OR BYLAWS; CHANGE IN FISCAL YEAR
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Disclosure is required of any amendment     X
                        "to the governing documents of the
                        issuing entity"
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             5.06       CHANGE IN SHELL COMPANY STATUS
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        [Not applicable to ABS issuers]             X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             6.01       ABS INFORMATIONAL AND COMPUTATIONAL
                        MATERIAL
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        [Not included in reports to be filed        X
                        under Section 3.18]
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             6.02       CHANGE OF SERVICER OR TRUSTEE
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Requires   disclosure  of  any  removal,
                        replacement,  substitution  or  addition
                        of  any  master   servicer,   affiliated
                        servicer,  other servicer  servicing 10%
                        or  more  of  pool  assets  at  time  of
                        report,    other   material   servicers,
                        certificate  administrator  or  trustee.
                        Reg AB disclosure about any new servicer
                        or trustee is also required.
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             6.03       CHANGE IN CREDIT ENHANCEMENT OR OTHER
                        EXTERNAL SUPPORT
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Covers  termination  of any  enhancement    X
                        in manner  other than by its terms,  the
                        addition   of  an   enhancement,   or  a
                        material   change  in  the   enhancement
                        provided.  Applies  to  external  credit
                        enhancements  as  well  as  derivatives.
                        Reg   AB   disclosure    about   any   new
                        enhancement provider is also required.
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             6.04       FAILURE TO MAKE A REQUIRED DISTRIBUTION
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             6.05       SECURITIES ACT UPDATING DISCLOSURE
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        If  any  material  pool   characteristic    X
                       differs  by 5% or  more  at  the  time  of
                       issuance  of  the   securities   from  the
                       description   in  the  final   prospectus,
                       provide  updated Reg AB  disclosure  about
                       the actual asset pool.
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                       If  there  are  any  new  servicers  or      X
                       originators required to be disclosed under
                       Regulation   AB  as  a   result   of   the
                       foregoing,  provide the information called
                       for in Items 1108 and 1110 respectively.
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             7.01       REGULATION FD DISCLOSURE                    X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             8.01       OTHER EVENTS
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                       Any  event,   with   respect  to  which      X
                       information is not otherwise called for in
                       Form  8-K,  that the  registrant  deems of
                       importance to security holders.
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             9.01       FINANCIAL STATEMENTS AND EXHIBITS
------------ -----------------------------------------------------  ------------------- -------------- ------------------
10-K Must be filed within 90 days of the fiscal year end for the
registrant.
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             9B         OTHER INFORMATION
------------ ---------- ----------------------------------------- -------------------------------------------------------
                        Disclose any information required to be
                        reported  on Form 8-K  during  the fourth
                        quarter  covered by the Form 10-K but not
                        reported
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
             15         EXHIBITS   AND    FINANCIAL    STATEMENT
                        SCHEDULES
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        ITEM  1112(B)  -   SIGNIFICANT   OBLIGOR
                        FINANCIAL INFORMATION
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        ITEM  1114(B)(2)  -  CREDIT  ENHANCEMENT
                        PROVIDER FINANCIAL INFORMATION
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                             Determining  applicable  disclosure
                             threshold
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                             Obtaining     required    financial
                             information       or      effecting
                             incorporation by reference
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        ITEM 1115(B) -  DERIVATIVE  COUNTERPARTY
                        FINANCIAL INFORMATION
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                             Determining     current     maximum    X
                             probable exposure
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                             Determining  current   significance
                             percentage
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                             Obtaining     required    financial
                             information       or      effecting
                             incorporation by reference
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Item  1117 -  Legal  proceedings  pending
                        against the following entities,  or their
                        respective property,  that is material to
                        Certificateholders, including proceedings
                        known to be  contemplated by governmental
                        authorities:
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Sponsor (Seller)                                                X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Depositor                                   X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Trustee
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Issuing entity                              X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Master Servicer,  affiliated  Servicer,
                        other  Servicer  servicing 20% or more of
                        pool  assets  at  time of  report,  other
                        material servicers
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Certificate Administrator                                                      X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Originator   of  20%  or  more  of  pool
                        assets as of the Cut-off Date
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Custodian
 ----------- ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Item    1119    -    Affiliations     and
                        relationships   between   the   following
                        entities, or their respective affiliates,
                        that are material to Certificateholders:
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Sponsor (Seller)                                                X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Depositor                                   X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Trustee
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Master Servicer,  affiliated  Servicer,
                        other  Servicer  servicing 20% or more of
                        pool  assets  at  time of  report,  other
                        material servicers
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Certificate Administrator                                                      X
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Originator
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Custodian
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Credit Enhancer/Support Provider
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        Significant Obligor
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        ITEM  1122 -  ASSESSMENT  OF  COMPLIANCE                                       X
                        WITH SERVICING CRITERIA
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------
                        ITEM   1123   -   SERVICER    COMPLIANCE
                        STATEMENT
------------ ---------- -----------------------------------------   ------------------- -------------- ------------------

</TABLE>



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