Unassociated Document


    INDENTURE

    Dated
      as of March 1, 2006

     

    


     

    Between

     

    


     

    FIRST
      HORIZON ABS TRUST 2006-HE1

    (Issuer)

     

    


     

    And

     

    


     

    THE
      BANK OF NEW YORK

    (Indenture
      Trustee)

     

    


     

    FIRST
      HORIZON ABS TRUST 2006-HE-1

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

     

     

    
      	 	 	
              Page

            
	
              ARTICLE
                I DEFINITIONS

            	
              5

            
	
              Section
                1.1

            	
              Definitions

            	
              5

            
	
              Section
                1.2

            	
              Incorporation
                by Reference of Trust Indenture Act

            	
              12

            
	
              Section
                1.3

            	
              Rules
                of Construction

            	
              12

            
	 	 
	
              ARTICLE
                II THE NOTES

            	
              13

            
	
              Section
                2.1

            	
              Form

            	
              13

            
	
              Section
                2.2

            	
              Execution,
                Authentication, Delivery and Dating

            	
              13

            
	
              Section
                2.3

            	
              Registration;
                Registration of Transfer and Exchange

            	
              14

            
	
              Section
                2.4

            	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            	
              15

            
	
              Section
                2.5

            	
              Persons
                Deemed Owner

            	
              16

            
	
              Section
                2.6

            	
              Payment
                of Principal and Interest Defaulted Interest

            	
              16

            
	
              Section
                2.7

            	
              Cancellation

            	
              17

            
	
              Section
                2.8

            	
              [Reserved]

            	
              17

            
	
              Section
                2.9

            	
              Release
                of Trust Estate

            	
              17

            
	
              Section
                2.10

            	
              Book-Entry
                Notes

            	
              17

            
	
              Section
                2.11

            	
              Notices
                to Clearing Agency

            	
              18

            
	
              Section
                2.12

            	
              Definitive
                Notes

            	
              18

            
	
              Section
                2.13

            	
              Tax
                Treatment

            	
              19

            
	 	 
	
              ARTICLE
                III COVENANTS

            	
              19

            
	
              Section
                3.1

            	
              Payment
                of Principal and Interest

            	
              19

            
	
              Section
                3.2

            	
              Maintenance
                of Office or Agency

            	
              19

            
	
              Section
                3.3

            	
              Money
                for Payments To Be Held in Trust

            	
              20

            
	
              Section
                3.4

            	
              Existence

            	
              21

            
	
              Section
                3.5

            	
              Protection
                of Trust Estate

            	
              21

            
	
              Section
                3.6

            	
              Annual
                Opinions as to the Trust Estate

            	
              22

            
	
              Section
                3.7

            	
              Performance
                of Obligations: Servicing of Mortgage Loans

            	
              22

            
	
              Section
                3.8

            	
              Negative
                Covenants

            	
              24

            
	
              Section
                3.9

            	
              Annual
                Statement as to Compliance

            	
              25

            
	
              Section
                3.10

            	
              Covenants
                of the Issuer (not Covenants of the Owner Trustee)

            	
              25

            
	
              Section
                3.11

            	
              Master
                Servicer’s Obligations

            	
              26

            
	
              Section
                3.12

            	
              Restricted
                Payments

            	
              26

            
	
              Section
                3.13

            	
              Treatment
                of Notes as Debt for All Purposes

            	
              26

            
	
              Section
                3.14

            	
              Notice
                of Events of Default

            	
              26

            
	
              Section
                3.15

            	
              Further
                Instruments and Acts

            	
              26

            
	
              Section
                3.16

            	
              Issuer
                May Consolidate, etc

            	
              26

            
	
              Section
                3.17

            	
              Successor
                or Transferee

            	
              28

            
	
              Section
                3.18

            	
              No
                Other Business

            	
              28

            
	
              Section
                3.19

            	
              No
                Borrowing

            	
              28

            
	
              Section
                3.20

            	
              Guarantees
                Loans Advances and Other Liabilities

            	
              28

            
	
              Section
                3.21

            	
              Capital
                Expenditures

            	
              29

            
	
              Section
                3.22

            	
              Validity
                of Notes

            	
              29

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                IV SATISFACTION AND DISCHARGE

            	
              30

            
	
              Section
                4.1

            	
              Satisfaction
                and Discharge of Indenture

            	
              30

            
	
              Section
                4.2

            	
              Application
                of Trust Money

            	
              31

            
	
              Section
                4.3

            	
              Subrogation
                and Cooperation

            	
              31

            
	
              Section
                4.4

            	
              Repayment
                of Moneys Held by Paying Agent

            	
              32

            
	 	 
	
              ARTICLE
                V REMEDIES

            	
              32

            
	
              Section
                5.1

            	
              Events
                of Default

            	
              32

            
	
              Section
                5.2

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	
              34

            
	
              Section
                5.3

            	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee

            	
              34

            
	
              Section
                5.4

            	
              Remedies;
                Priorities

            	
              37

            
	
              Section
                5.5

            	
              Optional
                Preservation of the Trust Estate

            	
              38

            
	
              Section
                5.6

            	
              Limitation
                of Suits

            	
              39

            
	
              Section
                5.7

            	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest

            	
              39

            
	
              Section
                5.8

            	
              Restoration
                of Rights and Remedies

            	
              39

            
	
              Section
                5.9

            	
              Rights
                and Remedies Cumulative

            	
              39

            
	
              Section
                5.10

            	
              Delay
                or Omission Not a Waiver

            	
              40

            
	
              Section
                5.11

            	
              Control
                by Noteholders

            	
              40

            
	
              Section
                5.12

            	
              Waiver
                of Past Defaults

            	
              40

            
	
              Section
                5.13

            	
              Undertaking
                for Costs

            	
              41

            
	
              Section
                5.14

            	
              Waiver
                of Stay or Extension Laws

            	
              41

            
	
              Section
                5.15

            	
              Action
                on Notes

            	
              41

            
	
              Section
                5.16

            	
              Performance
                and Enforcement of Certain Obligations

            	
              41

            
	 	 
	
              ARTICLE
                VI THE INDENTURE TRUSTEE

            	
              42

            
	
              Section
                6.1

            	
              Duties
                of Indenture Trustee

            	
              42

            
	
              Section
                6.2

            	
              Rights
                of Indenture Trustee

            	
              44

            
	
              Section
                6.3

            	
              Individual
                Rights of Indenture Trustee

            	
              45

            
	
              Section
                6.4

            	
              Indenture
                Trustee’s Disclaimer

            	
              46

            
	
              Section
                6.5

            	
              Notice
                of Defaults

            	
              46

            
	
              Section
                6.6

            	
              Reports
                by Indenture Trustee to Holders

            	
              46

            
	
              Section
                6.7

            	
              Compensation
                and Indemnity

            	
              46

            
	
              Section
                6.8

            	
              Replacement
                of Indenture Trustee

            	
              47

            
	
              Section
                6.9

            	
              Successor
                Indenture Trustee by Merger

            	
              48

            
	
              Section
                6.10

            	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee

            	
              48

            
	
              Section
                6.11

            	
              Eligibility:
                Disqualification

            	
              50

            
	
              Section
                6.12

            	
              Preferential
                Collection of Claims Against Issuer

            	
              50

            
	
              Section
                6.13

            	
              Representations
                and Warranties

            	
              50

            
	
              Section
                6.14

            	
              Directions
                to Indenture Trustee

            	
              50

            
	
              Section
                6.15

            	
              Indenture
                Trustee To Act Solely with Consent of the Insurer

            	
              51

            
	
              Section
                6.16

            	
              Mortgage
                Loans, Trust Estate and Accounts Held for Benefit of the
                Insurer

            	
              51

            
	 	 
	
              ARTICLE
                VII NOTEHOLDERS’ LISTS AND REPORTS

            	
              51

            
	
              Section
                7.1

            	
              Issuer
                To Furnish Indenture Trustee Names and Addresses of
                Noteholders

            	
              51

            
	
              Section
                7.2

            	
              Preservation
                of Information; Communications to Noteholders

            	
              51

            
	
              Section
                7.3

            	
              Reports
                by Issuer

            	
              52

            
	
              Section
                7.4

            	
              Reports
                by Indenture Trustee

            	
              52

            


    

     

    
      
        
        

      

      
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              ARTICLE
                VIII ACCOUNTS, DISBURSEMENTS AND RELEASES

            	
              52

            
	
              Section
                8.1

            	
              Collection
                of Money

            	
              52

            
	
              Section
                8.2

            	
              Accounts,
                Distributions

            	
              53

            
	
              Section
                8.3

            	
              [Reserved]

            	
              53

            
	
              Section
                8.4

            	
              Master
                Servicer’s Monthly Statements

            	
              53

            
	
              Section
                8.5

            	
              [Reserved]

            	
              54

            
	
              Section
                8.6

            	
              Opinion
                of Counsel

            	
              54

            
	 	 
	
              ARTICLE
                IX SUPPLEMENTAL INDENTURES

            	
              54

            
	
              Section
                9.1

            	
              Supplemental
                Indentures Without Consent of Noteholders

            	
              54

            
	
              Section
                9.2

            	
              Supplemental
                Indentures with Consent of Noteholders

            	
              56

            
	
              Section
                9.3

            	
              Execution
                of Supplemental Indentures

            	
              57

            
	
              Section
                9.4

            	
              Effect
                of Supplemental Indenture

            	
              57

            
	
              Section
                9.5

            	
              Conformity
                with Trust Indenture Act

            	
              57

            
	
              Section
                9.6

            	
              Reference
                in Notes to Supplemental Indentures

            	
              57

            
	 	 
	
              ARTICLE
                X REDEMPTION OF NOTES

            	
              58

            
	
              Section
                10.1

            	
              Redemption

            	
              58

            
	 	 
	
              ARTICLE
                XI MISCELLANEOUS

            	
              58

            
	
              Section
                11.1

            	
              Compliance
                Certificates and Opinions, etc.

            	
              58

            
	
              Section
                11.2

            	
              Form
                of Documents Delivered to Indenture Trustee

            	
              59

            
	
              Section
                11.3

            	
              Acts
                of Noteholders

            	
              60

            
	
              Section
                11.4

            	
              Notices

            	
              61

            
	
              Section
                11.5

            	
              Notices
                to Noteholders, Waiver

            	
              62

            
	
              Section
                11.6

            	
              Rights
                of the Insurer to Exercise Rights of Noteholders

            	
              62

            
	
              Section
                11.7

            	
              Conflict
                with Trust Indenture Act

            	
              63

            
	
              Section
                11.8

            	
              Effect
                of Headings and Table of Contents

            	
              63

            
	
              Section
                11.9

            	
              Successors
                and Assigns

            	
              63

            
	
              Section
                11.10

            	
              Separability

            	
              63

            
	
              Section
                11.11

            	
              Benefits
                of Indenture

            	
              63

            
	
              Section
                11.12

            	
              Legal
                Holidays

            	
              63

            
	
              Section
                11.13

            	
              GOVERNING
                LAW

            	
              63

            
	
              Section
                11.14

            	
              Counterparts

            	
              63

            
	
              Section
                11.15

            	
              Recording
                of Indenture

            	
              63

            
	
              Section
                11.16

            	
              Trust
                Obligation

            	
              63

            
	
              Section
                11.17

            	
              No
                Petition

            	
              64

            
	
              Section
                11.18

            	
              Inspection

            	
              64

            
	
              Section
                11.19

            	
              Inconsistencies
                With the Sale and Servicing Agreement

            	
              64

            
	
              Section
                11.20

            	
              Third
                Party Beneficiaries

            	
              64

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    



    INDENTURE
      dated as of March 1, 2006 between First Horizon ABS Trust 2006-HE1, a Delaware
      statutory trust (the “Issuer”) and The Bank of New York, a New York banking
      corporation, as trustee and not in its individual capacity (the “Indenture
      Trustee”).

     

    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the holders of the Issuer’s First Horizon HELOC Notes, Series
      2006-HE-1 (the “Notes”) and the Insurer:

     

    GRANTING
      CLAUSE

     

    The
      issuer hereby Grants to the Indenture Trustee for the benefit of the Class
      A
      Noteholders and the Insurer, all of the Issuer’s right, title and interest, now
      owned or hereinafter acquired, in and to: (i) the Trust Estate; (ii) the Sale
      and Servicing Agreement and the Mortgage Loan Purchase Agreement with respect
      to
      the Mortgage Loans (including the Issuer’s right to cause the Seller to
      repurchase Mortgage Loans from the Issuer under certain circumstances described
      therein); (iii) all present and future claims, demands, causes of action and
      choses in action in respect of any or all of the foregoing and all payments
      on
      or under and all proceeds of every kind and nature whatsoever in respect of
      any
      or all of the foregoing, including all proceeds of the conversion thereof,
      voluntary or involuntary, into cash or other liquid property, all cash proceeds,
      accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
      instruments, documents, checks, deposit accounts, investment property, insurance
      proceeds, condemnation awards, rights to payment of any and every kind and
      other
      forms of obligations and receivables, instruments and other property which
      at
      any time constitute all or part of or are included in the proceeds of any of
      the
      foregoing; (iv) the Collection Account, the Distribution Account and all funds
      and other property on deposit from time to time therein; (v) all other money,
      investments, investment property, accounts, general intangibles and other
      property of the Trust from time to time; and (vi) any and all proceeds of the
      foregoing (collectively the “Collateral”).

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and
      interest on, and any other amounts owing in respect of, the Class A Notes,
      equally and ratably without prejudice, priority or distinction, and to secure
      compliance with the provisions of this Indenture, all as provided in this
      Indenture.

     

    The
      Indenture Trustee, as Indenture Trustee on behalf of the holders of the Notes
      and the Insurer, acknowledges the foregoing Grant, accepts the trusts hereunder
      in good faith and without notice of any adverse claim or liens and agrees to
      perform its duties required in this Indenture to the best of its ability to
      the
      end that the interests of the holders of the Notes and the Insurer may be
      adequately and effectively protected. The Indenture Trustee further agrees
      and
      acknowledges that the documents listed in Section 2.01(b) of the Sale and
      Servicing Agreement for each Mortgage Loan will be held initially by the Seller
      as custodian and bailee and that each item of Collateral
      that is physically delivered to the Indenture Trustee will be held by the
      Indenture
      Trustee
      in the State of New York and/or the State of California.

     

    

      ARTICLE
        I

      DEFINITIONS

       

      Section
        1.1 Definitions.

       

      (a) For
        all
        purposes of this Indenture, except as otherwise expressly provided herein
        or
        unless the context otherwise requires, capitalized terms not otherwise defined
        herein shall have the meanings assigned to such terms in the Sale and Servicing
        Agreement. All other capitalized terms used herein shall have the meanings
        specified herein.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Act:
        As
        specified in Section 11.3(a).

       

      Administration
        Agreement:
        The
        Administration Agreement dated as of March 1, 2006, among the Administrator,
        the
        Issuer, the Indenture Trustee and the Seller.

       

      Administrator:
        The
        Bank of New York, a New York banking corporation, in its capacity as
        administrator under the Administration Agreement, or any successor appointed
        in
        accordance with the terms of the Administration Agreement.

       

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

       

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

       

      Book-Entry
        Note:
        Any
        Class A Note registered in the name of the Depository or its nominee,
        ownership of a security entitlement with respect to which is reflected on
        the
        books of
        the
        Depository or on the books of a Person maintaining an account with such
        Depository (directly or as an indirect participant in accordance with the
        rules
        of such Depository).

       

      Business
        Day:
        As
        defined in the Sale and Servicing Agreement.

       

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

       

      Class
        A Note:
        Any
        Class A Note executed by the Issuer and authenticated by the Indenture Trustee
        substantially in the form of Exhibit A hereto.

       

      Class
        A Note Rate:
        As
        defined in the Sale and Servicing Agreement.

       

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

       

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

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Closing
        Date:
        March
        30, 2006.

       

      Code:
        The
        Internal Revenue Code of 1986, as amended from time to time, and Treasury
        Regulations promulgated thereunder.

       

      Collateral:
        As
        defined in the Granting Clause of this Indenture.

       

      Commission:
        The
        Securities and Exchange Commission.

       

      Corporate
        Trust Office:
        The
        principal office of the Indenture Trustee at which at any particular time
        its
        corporate trust business shall be administered, which office at date of
        execution of this Agreement is located at 101 Barclay Street, 8 West, New
        York,
        New York 10286, Attention: Corporate Trust Mortgage-Backed Securities Group,
        First Horizon ABS Trust 2006-HE-1, or at such other address as the Indenture
        Trustee may designate from time to time by notice to the Noteholders, the
        Issuer
        and the Insurer or the principal corporate trust office of any successor
        Indenture Trustee at the address designated by such successor Indenture Trustee
        by notice to the Noteholders, the Insurer, and the Issuer.

       

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

       

      Definitive
        Notes:
        As
        specified in Article 11.

       

      Depositor:
        First
        Horizon Asset Securities Inc., a Delaware corporation, in its capacity as
        depositor under the Sale and Servicing Agreement, and its successor in
        interest.

       

      Depository
        Institution:
        Shall
        mean either (1) a depository institution or trust company (which may be the
        Indenture Trustee) organized under the laws of the United States or any one
        of
        the States thereof, including the District of Columbia (or any domestic branch
        of a foreign bank) which at all times (a) has a short-term unsecured debt
        rating
        of “P-1” by Moody’s, (b) has a short-term unsecured debt rating of “A-1” by
        Standard & Poor’s and (c) has its accounts fully insured by the FDIC or
        maintains trust accounts in a fiduciary capacity, or (2) any other institution
        that is acceptable to each Rating Agency; provided, however, that if such
        other
        institution does not satisfy the rating criteria set forth in clause (1),
        such
        other institution shall also be acceptable to the Insurer.

       

      Distribution
        Account:
        The
        Distribution Account (as defined in the Sale and Servicing Agreement),
        established by the Indenture Trustee.

       

      ERISA:
        The
        Employee Retirement Income Security Act of 1974, as amended. Event of Default:
        As defined in Section 5.1.

       

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

       

      Executive
        Officer:
        With
        respect to any corporation, the Chief Executive Officer, Chief operating
        officer, Chief Financial Officer, President, Executive Vice President, any
        Vice
        President, the Secretary or the Treasurer of such corporation; and with respect
        to any partnership, any general partner thereof.

       

      Final
        Payment Date:
        With
        respect to any Class A Note, the Payment Date in October 2034.

       

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

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


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

       

      Indenture
        Trustee:
        The
        Bank of New York, a New York banking corporation, as Indenture Trustee under
        this Indenture, or any successor Indenture Trustee appointed pursuant to
        the
        terms of this Indenture.

       

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

       

      Independent
        Certificate:
        A
        certificate or opinion to be delivered to the Indenture Trustee under the
        circumstances described in, and otherwise complying with, the applicable
        requirements of Section 11.1 herein, made by an Independent appraiser or
        other
        expert appointed by an Issuer Order and approved by the Indenture Trustee
        in the
        exercise of reasonable care, and such opinion or certificate shall state
        that
        the signer has read the definition of “Independent” in this Indenture and that
        the signer is Independent within the meaning thereof.

       

      Insurance
        and Indemnity Agreement:
        As
        defined in the Sale and Servicing Agreement. Insurer: As defined in the Sale
        and
        Servicing Agreement.

       

      Insurer
        Default:
        As
        defined in the Sale and Servicing Agreement.

       

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

       

      Issuer:
        First
        Horizon ABS Trust 2006-HE-1 until a successor replaces it in accordance with
        the
        terms of the Transaction Documents and, thereafter, means the
        successor.

       

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

       

      LIBOR:
        As
        defined in the Sale and Servicing Agreement.

       

      LIBOR
        Business Day:
        As
        defined in the Sale and Servicing Agreement. Moody’s: Moody’s Investors Service,
        Inc., or any successor thereto.

       

      Master
        Servicer:
        First
        Tennessee Bank National Association, in its capacity as master servicer under
        the Sale and Servicing Agreement, or any Successor Master Servicer appointed
        in
        accordance with the terms of the Sale and Servicing Agreement.

       


      
        
          
          

        

        
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      Mortgage
        Loan Schedule:
        With
        respect to the Cut-Off Date, the schedule of Mortgage Loans constituting
        assets
        of the Trust. The Mortgage Loan Schedule is the schedule set forth herein
        as
        Schedule A, which schedule sets forth as to each Mortgage Loan: (i) the Cut-Off
        Date Principal Balance, (ii) the account number, (iii) the Credit Limit,
        (iv)
        the CLTV as of the date of the origination of the related Mortgage Loan,
        (v)
        occupancy and loan purpose, (vi) the Loan Rate as of the Cut-Off Date, (vii)
        the
        Margin, (viii) the type of property, (ix) the debt-to-income ratio, and (x)
        the
        FICO score. Terms used in this definition and not defined in this Indenture
        have
        the meanings assigned thereto in the Sale and Servicing Agreement and if
        not
        defined in the Sale and Servicing Agreement, the meanings assigned thereto
        in
        the Mortgage Loan Purchase Agreement.

       

      Note:
        A Class
        A Note.

       

      Note
        Depository Agreement:
        The
        agreement dated March 30, 2006, among the Issuer, the Indenture Trustee and
        The
        Depository Trust Company, as the initial Clearing Agency, relating to the
        Book-Entry Notes.

       

      Note
        Owner:
        With
        respect to a Book Entry Note, the Person who is the owner of a security
        entitlement with respect to such Book Entry Note, as reflected on the books
        of
        the Clearing Agency or on the books of a Person maintaining an account with
        such
        Clearing Agency (directly as a Clearing Agency Participant or as an indirect
        participant, in each case in accordance with the rules of such Clearing
        Agency).

       

      Note
        Register and Note Registrar:
        Each as
        defined in Article II. Obligations: The Mortgage Loans.

       

      Officer’s
        Certificate:
        A
        certificate signed by any Authorized Officer of the Issuer, under the
        circumstances described in, and otherwise complying with, the applicable
        requirements of Section 11.1 herein, and delivered to the Indenture Trustee.
        Unless otherwise specified, any reference in this Indenture to an Officer’s
        Certificate shall be to an Officer’s Certificate of any Authorized Officer of
        the Issuer.

       

      Opinion
        of Counsel:
        One or
        more written opinions of counsel who may, except as otherwise expressly provided
        in this Indenture, be employees of or counsel to the Issuer and who shall
        be
        satisfactory to the Indenture Trustee and the Insurer, and which opinion
        or
        opinions shall be addressed to the Indenture Trustee and the Insurer, as
        Indenture Trustee and the Insurer, respectively, and shall comply with any
        applicable requirements of Section 11.1 herein and shall be in form and
        substance satisfactory to the Indenture Trustee and the Insurer.

       

      Outstanding:
        With
        respect to any Class A Note and as of the date of determination, any Class
        A
        Note theretofore authenticated and delivered under this Indenture
        except:

       

      (i) Class
        A
        Notes theretofore canceled by the Note Registrar or delivered to the Note
        Registrar for cancellation;

       

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

       


      
        
          
          

        

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

       

      (iv) Class
        A
        Notes for which the Final Payment Date has occurred;

       

      provided,
        however, in determining whether the Holders of the requisite Outstanding
        Amount
        of the Class A Notes have given any request, demand, authorization, direction,
        notice, consent, or waiver hereunder or under any Transaction Document, Class
        A
        Notes owned by the Issuer, any other
        obligor upon the Class A Notes, the Depositor, the Transferor or any Affiliate
        of any of the
        foregoing persons shall be disregarded and deemed not to be Outstanding,
        except
        that, in determining whether the Indenture Trustee shall be protected in
        relying
        upon any such request, demand, authorization, direction, notice, consent,
        or
        waiver, only Class A Notes that a Responsible Officer of the Indenture Trustee
        knows to be so owned shall be so disregarded and provided
        further that for purposes of determining the Insurer’s subrogation rights, a
        Class A Note
        shall be
        deemed Outstanding to the extent of any payment made by the Insurer that
        has not
        been reimbursed. Class A Notes so owned that have been pledged in good faith
        may
        be regarded as Outstanding if the pledgee establishes to the satisfaction
        of the
        Indenture Trustee the pledgee’s right
        so
        to act with respect to such Class A Notes and that the pledgee is not the
        Issuer, any other
        obligor
        upon the Class A Notes, the Transferor or any Affiliate of any of the foregoing
        Persons.

       

      Outstanding
        Amount:
        The
        aggregate principal amount of all Class A Notes Outstanding at the date of
        determination.

       

      Owner
        Trustee:
        Wilmington Trust Company, a Delaware banking corporation, not in its individual
        capacity but solely as Owner Trustee under the Trust Agreement.

       

      Paying
        Agent:
        The
        Indenture Trustee or any other Person that meets the eligibility standards
        for
        the Indenture Trustee specified in Section 6.11 of the Sale and Servicing
        Agreement and is authorized by the Issuer to make payments to and distributions
        from the Distribution Account, including payment of principal of or interest
        on
        the Class A Notes on behalf of the Issuer.

       

      Payment
        Date:
        The
        25th day of each month or, if such day is not a Business Day, then the next
        Business Day, beginning in April 2006.

       

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

       

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

       

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

       


      
        
          
          

        

        
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      Rating
        Agency Condition:
        With
        respect to certain actions requiring prior Rating Agency consent, that each
        Rating Agency shall have been given 10 days (or such shorter period as is
        acceptable to each Rating Agency) prior notice thereof and that each of the
        Rating Agencies shall have notified the Issuer, the Master Servicer, the
        Indenture Trustee and the Insurer in writing that such action will not result
        in
        a reduction or withdrawal of the then current rating of the Class A Notes
        without regard to the Insurance Policy.

       

      Rating
        Agency:
        Either
        of (i) Moody’s or (ii) Standard & Poor’s. If no such organization or
        successor is any longer in existence, “Rating Agency” shall be a nationally
        recognized statistical rating organization or other comparable person designated
        by the Master Servicer and the insurer, notice of which designation shall
        have
        been given to the Indenture Trustee.

       

      Record
        Date:
        As
        defined in the Sale and Servicing Agreement.

       

      Redemption
        Date:
        In the
        case of a redemption of the Class A Notes pursuant to Section 10.1, the Payment
        Date specified by the Indenture Trustee pursuant to Section 10.1.

       

      Registered
        Holder:
        The
        Person in whose name a Class A Note is registered on the Note Register on
        the
        applicable Record Date.

       

      Responsible
        Officer:
        As
        defined in the Sale and Servicing Agreement.

       

      Sale
        and Servicing Agreement:
        The
        Sale and Servicing Agreement dated as of March 1, 2006, among the Seller,
        the
        Depositor, the Issuer, the Master Servicer and the Indenture
        Trustee.

       

      Securities
        Act:
        The
        Securities Act of 1933, as amended.

       

      Standard
        & Poor’s:
        Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies,
        Inc.

       

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

       

      Successor
        Master Servicer:
        As
        defined in Section 3.7(e) hereof.

       

      Transaction
        Documents:
        As
        defined in the Sale and Servicing Agreement. 

       

      Transferor:
        As
        defined in the Trust Agreement.

       

      Trust:
        The
        Issuer.

       

      Trust
        Estate:
        The
        assets subject to the Sale and Servicing Agreement, the Mortgage Loan Purchase
        Agreement, the Trust Agreement and the lien and security interest of this
        Indenture, which assets consist of: (i) each Mortgage Loan and the related
        Mortgage File, including its Principal Balance (including all Additional
        Balances resulting from Draws made pursuant to the related Mortgage Note
        prior
        to the termination of the Trust) and all collections in respect of interest
        and
        principal received after the Cut-Off Date; (ii) property that secured a Mortgage
        Loan that has become REO Property; (iii) the Seller’s rights under any insurance
        policies maintained by the Mortgagors or the Master Servicer in respect of
        the
        Mortgage Loans (including any Insurance Proceeds); (iv) such other assets
        as
        shall from time to time be identified as on deposit in the Collection Account
        and Distribution Account in accordance with the Sale and Servicing Agreement;
        (v) the Depositor’s rights under the Mortgage Loan Purchase Agreement; (vi) the
        insurance Policy and the proceeds of any draw thereunder; (vii) any proceeds
        of
        any of the foregoing (i) through (vi); and (viii) all other assets included
        or
        to be included in the Trust for the benefit of Noteholders and the Insurer.
        In
        addition, on or prior to the Closing Date, the Seller shall cause the Insurer
        to
        deliver the Insurance Policy to the Indenture Trustee for the benefit of
        the
        Noteholders. Terms used in this definition and not defined in this Indenture
        have the meanings assigned thereto in the Sale and Servicing
        Agreement.

       


      
        
          
          

        

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

       

      UCC:
        Unless
        the context otherwise requires, the Uniform Commercial Code, as in effect
        in the
        relevant jurisdiction from time to time.

       

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

       

      Commission:
        The
        Securities and Exchange Commission.

       

      indenture
        securities:
        The
        Class A Notes.

       

      indenture
        security holder:
        A
        Noteholder.

       

      indenture
        to be qualified:
        This
        Indenture.

       

      indenture
        trustee or institutional trustee:
        The
        Indenture Trustee.

       

      obligor:
        On the
        indenture securities means the Issuer and any other obligor on the indenture
        securities.

       

      All
        other
        TIA terms used in this Indenture
        that
are
        defined in the TIA, defined by TIA reference
        to
        another statute or defined by Commission rule have the meaning assigned to
        them
        by such definitions.

       

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

       

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

       

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

       

      (iii) “or”
is
        not exclusive;

       

      (iv) “including”
        means including without limitation;

       

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

       

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

       


      
        
          
          

        

        
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      ARTICLE
        II

      THE
        NOTES

       

      Section
        2.1 Form.
        The
        Class A Notes shall be designated as the “First Horizon ABS Trust 2006-HE-1,
        First Horizon HELOC Notes, Series 2006-HE1”. Each Class A Note shall be in
        substantially the form set forth in Exhibit A 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
        Class A Notes,
        as
        evidenced by their execution thereof. Any portion
        of
        the text of any Class A Note may be
        set
        forth
        on the
        reverse thereof,
        with
        an appropriate
        reference thereto
        on the
        face of such Class
        A
        Note.

       

      The
        Definitive Notes shall be typewritten, printed, lithographed or engraved
        or
        produced by any combination of these methods, all as determined by the officers
        executing such Definitive Notes, as evidenced by their execution of such
        Definitive Notes.

       

      The
        terms
        of the Class A Notes are set forth in Exhibit A hereto. The terms of the
        Class A
        Notes are part of the terms of this Indenture.

       

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

       

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

       

      The
        Indenture Trustee shall upon receipt of an Issuer Order, authenticate and
        deliver the Class A Notes for original issue in the principal amount equal
        to
        $299,800,000. The aggregate principal amount of the Class A Notes outstanding
        at
        any time may not exceed such amount.

       

      The
        Class
        A Notes that are authenticated and delivered by the Indenture Trustee to
        or upon
        the order of the Issuer on the Closing Date shall be dated March 30, 2006.
        All
        other Class A Notes that are authenticated after the Closing Date for any
        other
        purpose under the Indenture shall be dated the date of their authentication.
        The
        Class A Notes shall be issuable as registered Class A Notes in the minimum
        denomination of $25,000 and multiples of $1,000 in excess thereof.

       

      No
        Class
        A Note shall be entitled to any benefit under this Indenture or be valid
        or
        obligatory for any purpose, unless there appears on such Class A 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 Class A Note shall
        be
        conclusive evidence, and the only evidence, that such Class A Note has been
        duly
        authenticated and delivered hereunder.

       


      
        
          
          

        

        
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      Section
        2.3 Registration;
        Registration of Transfer and Exchange.
        The
        Issuer shall cause
        to
        be kept
        a
        register (the “Note Register”) in which, subject to such reasonable
        regulations
        as it
        may prescribe, the Issuer shall provide for the registration of Class A Notes
        and the registration of transfers of Class A Notes. The Indenture Trustee
        initially shall be the “Note Registrar” for the purpose of registering Class A
        Notes and transfers of Class A Notes as herein provided. Upon any resignation
        of
        any Note Registrar, the Issuer shall promptly appoint a successor or, if
        it
        elects not to make such an appointment, assume the duties of the Note
        Registrar.

       

      If
        a
        Person other than the Indenture Trustee is appointed by the Issuer as Note
        Registrar, the Issuer will give the Indenture Trustee and the Insurer prompt
        written notice of the appointment of such Note Registrar and of the location,
        and any change in the location, of the Note Register, and the Indenture Trustee
        shall have the right to inspect the Note Register at all reasonable times
        and to
        obtain copies thereof, and the Indenture Trustee shall have the right to
        rely
        upon a certificate executed on behalf of the Note Registrar by an Executive
        Officer thereof as to the names and addresses of the Holders of the Class
        A
        Notes and the principal amounts and number of such Class A Notes.

       

      Upon
        surrender for registration of transfer of any Class A Note at the office
        or
        agency of the Issuer to be maintained as provided in Section 3.2 hereof,
        the
        Owner Trustee on behalf of the Issuer shall execute, and the Indenture Trustee
        shall authenticate and the Noteholder shall obtain from the Indenture Trustee,
        in the name of the designated transferee or transferees, one br more new
        Class A
        Notes in any authorized denominations, of a like aggregate principal
        amount.

       

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

       

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

       

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

       


      
        
          
          

        

        
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      No
        service charge shall be made to a Holder for any registration of transfer
        or
        exchange of Class A Notes, but the Issuer may require payment of a sum
        sufficient to cover. any tax or other governmental charge that may be imposed
        in
        connection with any registration of transfer or exchange of Class A Notes,
        other
        than exchanges pursuant to Section 2.4 or Section 9.6 hereof not involving
        any
        transfer.

       

      By
        acquiring a Class A Note, each purchaser and transferee shall be deemed to
        represent and warrant that either (a) it is not acquiring the Class A Note
        with
        the plan assets of an “employee benefit plan” as defined in Section 3(3) of
        ERISA, whether or not subject to Title I of ERISA, or a “plan” as defined in
        Section 4975(e)(1) of the Code whether or not subject to Section 4975 of
        the
        Code, or any entity deemed to hold the “plan assets” of the foregoing; or (b)
        the acquisition and holding of the Class A Note will not give rise to a
        non-exempt prohibited transaction under Section 406(a) of ERISA or Section
        4975
        of the Code which is not eligible for exemptive relief under Prohibited
        Transaction Class Exemption (“ PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60,
        PTCE 96-23 or a similar prohibited transaction exemption and does not cause
        a
        non-exempt violation of any substantially similar laws.

       

      Section
        2.4 Mutilated,
        Destroyed, Lost or Stolen Notes.

       

      (i) any
        mutilated Class A Note is surrendered to the Indenture Trustee, or the Indenture
        Trustee receives evidence to its satisfaction of the destruction, loss or
        theft
        of any Class A Note, and

       

      (ii) there
        is
delivered
        to the
        Indenture Trustee such security or indemnity as may be reasonably required
        by it
        to hold the Issuer and the Indenture Trustee harmless,

       

      then,
        in
        the absence of notice to the Issuer, the Note Registrar or the Indenture
        Trustee
        that such Class A Note has been acquired by a protected purchaser, an Authorized
        Officer of the Owner Trustee shall execute, and upon request the Indenture
        Trustee shall authenticate and deliver, in exchange for or in lieu of any
        such
        mutilated, destroyed, lost or stolen Class A Note, a replacement Class A
        Note;
        provided, however, that if any such destroyed, lost or stolen Class A Note,
        but
        not a mutilated Class A Note, shall have become or within seven days shall
        be
        due and payable, or shall have been called for redemption, instead of issuing
        a
        replacement Class A Note, the Issuer may pay such destroyed, lost or stolen
        Class A Note when so due or payable or upon the Redemption Date without
        surrender thereof. If, after the delivery of such replacement. Class A Note
        or
        payment of a destroyed, lost or stolen Class A Note pursuant to the proviso
        to
        the preceding sentence, a protected purchaser of the original Class A Note
        in
        lieu of which such replacement Class A Note was issued presents for payment
        such
        original Class A Note, the Issuer and the Indenture Trustee shall be entitled
        to
        recover such replacement Class A Note (or such payment) from the Person to
        whom
        it was delivered or any Person taking such replacement Class A Note from
        such
        Person to whom such replacement Class A Note was delivered or any assignee
        of
        such Person, except a protected purchaser, and shall be entitled to recover
        upon
        the security or indemnity provided therefor to the extent of any loss, damage,
        cost or expense incurred by the Issuer or the Indenture Trustee in connection
        therewith. The calculation of Insured Payments shall be made without regard
        to
        the issuance of any replacement Class A Note.

       


      
        
          
          

        

        
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      Upon
        the
        issuance of any replacement Class A Note under this Section 2.4, the Issuer
        may
        require the payment by the Holder of such Class A Note of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in relation
        thereto and any other reasonable expenses (including the fees and expenses
        of
        the Indenture Trustee) connected therewith.

       

      Every
        replacement Class A Note issued pursuant to this Section 2.4 in replacement
        of
        any mutilated, destroyed, lost or stolen Class A Note shall constitute an
        original additional contractual obligation of the Issuer, whether or not
        the
        mutilated, destroyed, lost or stolen Class A Note shall be at any time
        enforceable by anyone, and shall be entitled to all the benefits of this
        Indenture equally and proportionately with any and all other Class A Notes
        duly
        issued hereunder.

       

      The
        provisions of this Section 2.4 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 Class A Notes.

       

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

       

      Section
        2.6 Payment
        of Principal and Interest Defaulted Interest.

       

      (a) Each
        Class A Note shall accrue interest at the Class A Note Rate and such interest
        shall be payable on each Payment Date as specified in Exhibit A hereto, subject
        to Section 3.1 hereof. Any installment of interest or principal, if any,
        payable
        on any Class A Note that is punctually
        paid or duly provided for by the Issuer on the applicable Payment Date
        shall be
        paid to
        the
        Person in whose name such Class
        A
        Note (or one or more
        Predecessor Notes) is registered
        on the
        Record Date in the manner set forth in Section 5.01(c) of the Sale and Servicing
        Agreement.

       

      (b) The
        principal of each Class A Note shall be payable in installments on each Payment
        Date as provided in the forms of the Class A Notes set forth in Exhibit A
        hereto. Notwithstanding the foregoing, the entire unpaid principal amount
        of the
        Class A Notes shall be due and payable, if not previously paid, on the earliest
        of (i) the Final Payment Date, (ii) the Redemption Date or (iii) the date
        on
        which an Event of Default shall have occurred and be continuing, if the Class
        A
        Notes shall have been declared or otherwise shall become immediately due
        and
        payable in the manner provided in Section 5.2 below. All principal payments
        on
        the Class A Notes shall be in the manner set forth in the Sale and Servicing
        Agreement. The Indenture Trustee shall notify the Person in whose name a
        Class A
        Note is registered at the close of business on the Record Date preceding
        the
        Payment Date on which the Issuer expects that the final installment of principal
        of and interest on such Class A Note will be paid. Such notice shall be mailed
        or transmitted by facsimile prior to such Final Payment Date and shall specify
        that such final installment will be payable only upon presentation and surrender
        of such Class A Note and shall specify the place where such Class A Note
        may be
        presented and surrendered for payment of such installment. Notices in connection
        with redemptions of Class A Notes shall be mailed to Noteholders and the
        Insurer
        as provided in Section 8.01 of the Sale and Servicing Agreement.

       


      
        
          
          

        

        
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      Section
        2.7 Cancellation.
        All
        Class A 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 canceled by the Indenture
        Trustee.
        The Issuer may at any time deliver to the Indenture Trustee for cancellation
        any
        Class A
        Notes
previously
        authenticated and delivered
        hereunder
        which the Issuer may have acquired in
        any
        manner whatsoever, and all Class A Notes so delivered shall be promptly canceled
        by the Indenture Trustee. No Class A Notes shall be authenticated in lieu
        of or
        in exchange for any Class A Notes canceled as provided in this Section, except
        as expressly permitted by this Indenture. All canceled Class A 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 unless the Issuer shall
        direct
        by an
        Issuer Order that they be destroyed or returned
        to it;
        provided, that such Issuer
        Order is
        timely and the Class A Notes have not been previously disposed of by the
        Indenture Trustee.

       

      Section
        2.8 [Reserved].

       

      Section
        2.9 Release
        of Trust Estate.

       

      (a) Except
        as
        otherwise provided in subsections (b) and (c) of this Section 2.9 and Section
        11.1 hereof and the terms of the Transaction Documents, the Indenture Trustee
        shall release
        property from the lien of this Indenture only upon consent of the
        Insurer and receipt
        of an Issuer
        Request accompanied by an Officer’s Certificate,
        an
        Opinion of Counsel and Independent
        Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion
        of Counsel in lieu of such Independent Certificates to the effect that the
        TIA
        does not require any such Independent Certificates.

       

      (b) The
        Master Servicer, on behalf of the Issuer and with the consent of the Insurer,
        shall be entitled to obtain a release from the lien of this Indenture for
        any
        Mortgage Loan and the related Mortgaged Property at any time in accordance
        with
        the provisions of Section 3.08 of the Sale and Servicing Agreement.

       

      (c) The
        Indenture Trustee shall, if requested by the Master Servicer, temporarily
        release to the Master Servicer the Indenture Trustee’s Mortgage File pursuant to
        the provisions of Section 3.08 of the Sale and Servicing Agreement upon
        compliance by the Master Servicer of the provisions thereof provided that
        the
        Indenture Trustee’s Mortgage File shall have been stamped to signify the
        Issuer’s pledge to the Indenture Trustee under this Indenture.

       

      Section
        2.10 Book-Entry
        Notes.
        The
        Class A Notes, upon original issuance, will be issued in the form of typewritten
        Class A Notes representing the Book-Entry Notes, to be delivered to The
        Depository Trust Company, the initial Clearing Agency or its custodian, by,
        or
        on behalf of, the Issuer. The Book-Entry Notes shall be registered initially
        on
        the Note Register in the name of Cede & Co., the nominee of the initial
        Clearing Agency, and no Note Owner thereof will receive a definitive Class
        A
        Note representing such Note Owner’s interest in such Class A Note, except as
        provided in Section 2.12 below. Unless and until definitive, fully registered
        Class A Notes (the “Definitive Notes”) have been issued to such Note Owners
        pursuant to Section 2.12 below:

       


      
        
          
          

        

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

       

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

       

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

       

      (iv) the
        rights of Note Owners shall be exercised only through the Clearing Agency
        and
        shall be limited to those established by law and agreements between such
        Note
        Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant
        to the Note Depository Agreement. Unless and until Definitive Notes are issued
        pursuant to Section 2.12 below, the initial Clearing Agency will make book
        entry
        transfers among the Clearing Agency Participants and receive and transmit
        payments of principal of and interest on the Class A Notes to such Clearing
        Agency Participants; and

       

      (v) whenever
        this Indenture requires or permits actions to be taken based upon instructions
        or directions of Holders of Class A Notes evidencing a specified percentage
        of
        the Outstanding Amount of the Class A Notes, the Clearing Agency shall be
        deemed
        to represent such percentage only to the extent that it has received
        instructions to such effect from Note Owners and/or Clearing Agency Participants
        owning or representing, respectively, such required percentage of security
        entitlements with respect to the Class A Notes and has delivered such
        instructions to the Indenture Trustee.

       

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

       

      Section
        2.12 Definitive
        Notes.
        If (i)
        the Clearing Agency or the Issuer advises the Indenture Trustee in writing
        that
        the Clearing Agency is no longer willing or able to properly discharge its
        responsibilities with respect to the Book Entry Notes and the Clearing Agency
        or
        the Issuer is unable to locate a qualified successor, (ii) the Issuer at
        its
        option advises the Indenture Trustee in writing that it elects to terminate
        the
        book entry system through the Clearing Agency or (iii) after the occurrence
        of
        an Event of Default, Note Owners of security entitlements representing
        beneficial interests aggregating at least a majority of the Outstanding Amount
        of such Class A Notes advise the Clearing Agency in writing that the
        continuation of a book entry system through the Clearing Agency is no longer
        in
        the best interests of such Note Owners, then the Clearing Agency shall notify
        all Note Owners and the Indenture Trustee of the occurrence of such event
        and of
        the availability of Definitive Notes to Note Owners requesting the same.
        Upon
        surrender to the Indenture Trustee of the typewritten Class A Notes representing
        the Book Entry Notes by the Clearing Agency, accompanied by registration
        instructions, the Issuer shall execute and the Indenture Trustee shall
        authenticate the Definitive Notes in accordance with theinstructions of the
        Clearing Agency. None of the Issuer, 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 and the Note
        Registrar shall recognize the Holders of the Definitive Notes as
        Noteholders.

       


      
        
          
          

        

        
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      Section
        2.13 Tax
        Treatment.
        The
        Issuer has entered into this Indenture, and the Class A Notes will be issued,
        with the intention that, for all tax purposes, the Class A Notes will qualify
        as
        indebtedness secured by the Trust Estate. The Issuer, by entering into this
        Indenture, and each Noteholder, by its acceptance of a Class A Note (and
        each
        Note Owner by its acceptance of a security entitlement with respect to the
        applicable Book Entry Note), agree to treat the Class A Notes for all purposes
        as indebtedness of the Issuer.

       

      ARTICLE
        III

      COVENANTS


       

      Section
        3.1 Payment
        of Principal and Interest.
        The
        Issuer will duly and punctually pay (or will cause to be duly and punctually
        paid) the principal of and interest on the Class A Notes in accordance with
        the
        terms of the Class A Notes and this Indenture. Without limiting the foregoing,
        the Indenture Trustee shall, pursuant to Section 5.01 of the Sale and Servicing
        Agreement, distribute all amounts on deposit in the Distribution Account
        on each
        Payment Date deposited therein pursuant to the Sale and Servicing Agreement,
        and
        held therein for distribution to the Noteholders and the Insurer for the
        benefit
        of such Noteholders and the Insurer. Amounts properly withheld under the
        Code by
        any Person from a payment to any Noteholder of interest and/or principal
        shall
        be considered as having been paid by the Issuer to such Noteholder for all
        purposes of this Indenture.

       

      The
        Class
        A Notes shall be non-recourse obligations of the Issuer and shall be limited
        in
right
        of
        payment to amounts available from the Trust Estate, as provided in this
        Indenture.
        The
        Issuer
        shall not otherwise be liable for payments on the Class A Notes. If any other
        provision of this Indenture shall be deemed to conflict with the provisions
        of
        this Section 3.1, the provisions of this Section 3.1 shall control.

       

      Section
        3.2 Maintenance
        of Office or Agency.
        The
        Issuer will maintain an office or
        agency
        where
        Class A
        Notes
        may be surrendered
        for registration
        of transfer or exchange,
        and
        where
        notices and demands to or upon the Issuer in respect of the Class A Notes
        and
        this Indenture
        may be served.
        The
        Issuer hereby initially appoints the Indenture Trustee to serve as
        its
        agent
        for the foregoing purposes and to serve as Paying Agent with respect to the
        Class A Notes. If at any time the Issuer 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, and the Issuer hereby appoints the Indenture Trustee
        as
        its agent to receive all such surrenders, notices and demands.

       


      
        
          
          

        

        
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      Section
        3.3 Money
        for Payments To Be Held in Trust.
        As
        provided in Section 8.2(a) and (b), all payments of amounts due and payable
        with
        respect to any Class A Notes
        that are to be remitted from amounts withdrawn from the Distribution Account
        pursuant to
        Section
        8.2(c) shall be made on behalf of the issuer by the Indenture Trustee or
        by the
        Paying Agent,
        and no amounts so withdrawn from the Distribution Account for payments on
        the
        Class A
        Notes
        shall be paid over to the Issuer except as provided in this Section
        3.3.

       

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

       

      The
        Issuer will cause each Paying Agent to execute and deliver to the Indenture
        Trustee
        an
        instrument in which such Paying Agent shall agree with the
        Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it
        hereby
        so agrees), subject to the provisions of this Section 3.3, that such Paying
        Agent will:

       

      (i) hold
        all
        sums held by it for the payment of amounts’ due with respect to the Class A
        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;

       

      (ii) give
        the
        Indenture Trustee and the Insurer notice of any default by the issuer
        (or any other obligor upon the Class A Notes) (such notice to be given within
        three Business
        Days)
        of which
        it has actual knowledge in the making of any payment required
        to be
        made with respect to the Class A Notes;

       

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

       

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

       

      (v) comply
        with all requirements of the Code with respect to the withholding from
        any
        payments made by it on any Class A Notes of any applicable withholding
        taxes imposed
        thereon and with respect to any applicable reporting requirements in
        connection
        therewith; provided, however, that with respect to withholding and reporting
        requirements applicable to original issue discount (if any) on the Class
        A
        Notes, the Issuer shall have first provided the calculations pertaining thereto
        to the Indenture Trustee.

       

      The
        Issuer may at any time, for the purpose of obtaining the satisfaction and
        discharge of this Indenture or for any other purpose, by Issuer Order direct
        any
        Paying Agent to pay to the Indenture Trustee all sums held in trust by such
        Paying Agent, such sums to be held by the Indenture Trustee upon the same
        terms
        as those upon which the 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.

       


      
        
          
          

        

        
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      Any
        termination and release of a Trust Estate shall be done in accordance with
        the
        provisions of Section 8.01 of the Sale and Servicing Agreement.

       

      Section
        3.4 Existence.

       

      (a) Subject
        to Section 3.4(b) below, the Issuer will keep in full effect its existence,
        rights and franchises as a statutory trust under the laws of the State of
        Delaware (unless it becomes,
        or any successor Issuer hereunder is or becomes, organized under the laws
        of any
        other
        State or
        of the United States of America, in which case the Issuer will keep in full
        effect its existence, rights and franchises under the laws of such other
        jurisdiction) and will obtain and preserve its qualification to do business
        in
        each jurisdiction in which such qualification is or shall be necessary to
        protect the validity and enforceability of this Indenture, the Class A Notes
        and
        the Trust Estate.

       

      (b) Any
        successor to the Owner Trustee appointed pursuant to Section 10.2 of the
        Trust
        Agreement shall be the successor Owner Trustee under this Indenture without
        the
        execution or filing of any paper, instrument or further act to be done on
        the
        part of the parties hereto.

       

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

       

      Section
        3.5 Protection
        of Trust Estate.
        The
        Issuer will 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 will take
        such
        other action necessary or advisable to:

       

      (a) provide
        further assurance with respect to a Grant of all or any portion of the related
        Trust Estate;

       

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

       

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

       

      (d) enforce
        any rights with respect to the Trust Estate; or

       

      (e) preserve
        and defend title to the Trust Estate and the rights of the Indenture Trustee,
        the Insurer and the Noteholders in such Trust Estate against the claims of
        all
        persons and parties.

       


      
        
          
          

        

        
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      Section
        3.6 Annual
        Opinions as to the Trust Estate.
        Within
        90 days after the Issuer’s fiscal year end, beginning with the year 2007, the
        Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion
        of
        Counsel either stating that, in the opinion of such counsel, such action
        has
        been taken with respect to the recording, filing, rerecording 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 perfection
        of
        the lien and security interest created by this Indenture and reciting the
        details of such action or stating that in the opinion of such counsel no
        such
        action is necessary to maintain the perfection of 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 perfection of the lien and security interest
        of
        this Indenture.

    

     

    Section
      3.7 Performance of Obligations: Servicing of Mortgage
      Loans.

     

    (a) The
      Issuer will not take any action and will use its best efforts not to permit
      any
      action to be taken by others that would release any Person from any of such
      Person’s covenants or obligations under any instrument or agreement 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 instrument or agreement, except as expressly provided
      in this Indenture, the Sale and Servicing Agreement or such other instrument
      or
      agreement.

     

    (b) The
      Issuer may contract with or otherwise obtain the assistance of other Persons
      to
      assist it in performing its duties under this Indenture, and any performance
      of
      such duties by a Person identified to the Indenture Trustee in an Officer’s
      Certificate of the Issuer shall be deemed to be action taken by the Issuer.
      Initially, the Issuer has contracted with the Administrator to assist the Issuer
      in performing its duties under this Indenture.

     

    (c) The
      Issuer will punctually perform and observe all of its obligations and agreements
      contained in this Indenture, the Transaction Documents and in the instruments
      and agreements included in the Trust Estate, including but not limited to (i)
      filing or causing to be filed all UCC financing statements and continuation
      statements required to be filed by the terms of this Indenture, the Mortgage
      Loan Purchase Agreement and the Sale and Servicing Agreement and (ii) recording
      or causing to be recorded all Mortgages, Assignments of Mortgage, all
      intervening Assignments of Mortgage and all assumption and modification
      agreements required to be recorded by the terms of the Sale and Servicing
      Agreement and the Mortgage Loan Purchase Agreement, in accordance with and
      within the time periods provided for in this Indenture and/or the Sale and
      Servicing Agreement, as applicable. Except as otherwise expressly provided
      therein, the Issuer shall not waive, amend, modify, supplement or terminate
      any
      Transaction Document or any provision thereof without the consent of the
      Indenture Trustee, the Insurer and the Holders of at least a majority of the
      Outstanding Amount of the Class A Notes.

     

    


    
      
        
          
          

        

        
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      (d) Subject
        to the terms of the Sale and Servicing Agreement, if the Issuer shall have
        knowledge of the occurrence of an Event of Servicing Termination under the
        Sale
        and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee,
        the Seller, the Depositor, the Insurer, the Master Servicer and the Rating
        Agencies thereof, and shall specify in such notice the action, if any, the
        Master Servicer is taking with respect of such default. If such an Event
        of
        Servicing Termination shall arise from the failure of the Master Servicer
        to
        perform any of its duties or obligations under the Sale and Servicing Agreement
        with respect to the Mortgage Loans, the Issuer shall take all reasonable
        steps
        available to it to remedy or cause to be remedied such failure.

       
(e)
      Subject to the terms of the Sale and Servicing Agreement, as promptly as
      possible after the giving of notice of termination to the Master Servicer of
      the
      Master Servicer’s rights and powers pursuant to Section 8.01 of the Sale and
      Servicing Agreement, a successor servicer (the “Successor Master Servicer”)
      shall be appointed pursuant to Section 7.02 of the Sale and Servicing Agreement.
      If the Indenture Trustee shall succeed to the Master Servicer’s duties as
      servicer of the Mortgage Loans as provided therein, it shall do so in its
      individual capacity and not in its capacity as Indenture Trustee and,
      accordingly, the provisions of Article VI hereof shall be inapplicable to the
      Indenture Trustee in its duties as successor Master Servicer and the servicing
      of the Mortgage Loans, but rather the provisions of the Sale and Servicing
      Agreement shall be applicable. In case the Indenture Trustee shall become
      successor Master Servicer under the Sale and Servicing Agreement, the Indenture
      Trustee shall be entitled to appoint as Successor Master Servicer any one of
      its
      Affiliates reasonably acceptable to the Insurer.

     

    (f) Without
      derogating from the absolute nature of the assignment granted to the Indenture
      Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
      the Issuer agrees (i) that it will not, without the prior written consent of
      the
      Indenture Trustee (acting at the direction of the holders of at least 51% of
      the
      Outstanding Amount of the Class A Notes) and the Insurer (which consent shall
      not be unreasonably withheld), amend, modify, waive, supplement, terminate
      or
      surrender, or agree to any amendment, modification, supplement, termination,
      waiver or surrender of, the terms of the Trust Estate (except to the extent
      otherwise provided in the Sale and Servicing Agreement or the other Transaction
      Documents), or waive timely performance or observance by the Master Servicer
      or
      the Seller under the Sale and Servicing Agreement; and (ii) that any such
      amendment shall not (A) increase or reduce in any manner the amount of, or
      accelerate or delay the timing of, distributions that are required to be made
      for the benefit of the Noteholders or (B) reduce the percentage of the Class
      A
      Notes, set forth in Section 9.2, that is required to consent to any such
      amendment, without the consent of the Holders of all the outstanding Class
      A
      Notes. If any such amendment, modification, supplement or waiver shall be so
      consented to by the Indenture Trustee (acting at the direction of the holders
      of
      at least 51% of the Outstanding Amount of the Class A Notes) and the Insurer,
      the Issuer agrees, promptly following a request by the Indenture Trustee or
      the
      Insurer to do so, to execute and deliver, in its own name and at its own
      expense, such agreements, instruments, consents and other documents as the
      Indenture Trustee or the Insurer may deem necessary or appropriate in the
      circumstances.

     

    


    
      
        
          
          

        

        
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      Section
        3.8 Negative
        Covenants.
        So long
        as any Class A Notes are Outstanding, the Issuer shall not, unless the Insurer
        otherwise consents in writing:

       

    

    (a) except
      as
      expressly permitted by this Indenture or the Sale and Servicing Agreement,
      sell, transfer, exchange or otherwise dispose of any of the properties or
      assets
      of the
      Issuer, including those included in the
      Trust
      Estate, unless directed
      to do so
      by the Indenture Trustee and consented to by the Insurer;

     

    (b) claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the Class A 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) engage
      in
      any business or activity other than as permitted by the Trust Agreement or
      other
      than in connection with, or relating to, the issuance of Class A Notes pursuant
      to this Indenture and the Transferor Interest pursuant to the Trust Agreement,
      or amend the Trust Agreement as in effect on the Closing Date other than in
      accordance with Section 11.1 thereof;

     

    (d) issue
      debt obligations under any other indenture;

     

    (e) incur
      or
      assume any indebtedness or guaranty any indebtedness of any Person, except
      for
      such indebtedness as may be incurred by the Issuer in connection with the
      issuance of the Class A Notes pursuant to this Indenture;

     

    (f) dissolve
      or liquidate in whole or in part, or, subject to Section 3.16, merge or
      consolidate with any other Person;

     

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

     

    (h) change
      its name, the location of its chief executive office, the jurisdiction of its
      formation, or the type of entity it is, unless it has first (A) taken all
      actions, including the making of all filings under the UCC as in effect in
      all
      applicable jurisdictions, as are necessary to maintain and continue the
      first-priority perfected security interest of the Indenture Trustee in the
      Collateral, and (B) delivered to the Indenture Trustee and the Insurer an
      Opinion of Counsel acceptable to the Indenture Trustee and the Insurer that
      the
      Issuer has made all filings or taken such actions under the UCC as are necessary
      to maintain and continue the first-priority perfected security interest of
      the
      Indenture Trustee in the Collateral; or

     

    


    
      
        
          
          

        

        
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    (i) take
      any
      other action or fail to take any action which may cause the Issuer to be taxable
      as (a) an association pursuant to Section 7701 of the Code and the corresponding
      regulations or (b) a taxable mortgage pool pursuant to Section 7701(i) of the
      Code and the corresponding regulations.

     

    Section
      3.9 Annual
      Statement as to Compliance.
      The
      Issuer will deliver to the Indenture
      Trustee and the Insurer, no later than March 15th
      of each
      year (commencing with the fiscal year 2007), an Officer’s Certificate stating,
      as to the Authorized
      Officer signing such Officer’s Certificate,
      that:

     

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

     

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

     

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

     

    It
      is
      expressly understood and agreed by the parties that (a) this Indenture is
      executed and delivered by Wilmington Trust Company, not individually or
      personally, but solely as Owner Trustee, in the exercise of the powers and
      authority conferred and vested in it, pursuant to the Trust Agreement, (b)
      each
      of the representations, undertakings and agreements herein made on the part
      of
      the Trust is made and intended not as personal representations, undertakings
      and
      agreements by Wilmington Trust Company but is made and intended for the purpose
      for binding only the Trust, (c) nothing herein contained shall be construed
      as
      creating any liability on Wilmington Trust Company, individually or personally,
      to perform any covenant either expressed or implied contained herein, all such
      liability, if any, being expressly waived by the parties hereto and by any
      person claiming by, through or under the parties hereto, and (d) under no
      circumstances shall Wilmington Trust Company be personally liable for the
      payment of any indebtedness or expenses of the Trust or be liable for the breach
      or failure of any obligation, representation, warranty or covenant made or
      undertaken by the Trust under this Indenture or any other related
      documents.

     

    


    
      
        
          
          

        

        
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      Section
        3.11 Master
        Servicer’s Obligations.
        The
        Issuer shall cause the Master Servicer to comply with its obligations under
        the
        terms of the Sale and Servicing Agreement.

       

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

    

     

    Section
      3.13 Treatment
      of Notes as Debt for All Purposes.
      The
      Issuer shall treat the Class A Notes as indebtedness for all
      purposes.

     

    Section
      3.14 Notice
      of Events of Default.
      The
      Issuer shall give the Indenture Trustee, the Seller, the Insurer and the Rating
      Agencies prompt written notice of each Event of Default hereunder, each default
      on the part of the Master Servicer of its obligations under the Sale and
Servicing
      Agreement and each default on the part of the Depositor or the Seller of its
      obligations
      under
      the Sale and Servicing Agreement.

     

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

     

    Section
      3.16 Issuer
      May Consolidate, etc.

     

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

     

    (i) the
      Person (if other than the Issuer) 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 or the District of Columbia and shall expressly
      assume, by an indenture supplemental hereto, executed and delivered to the
      indenture Trustee,
      in form reasonably satisfactory to the Insurer, the due and punctual payment
      of the
      principal of and interest on all Class A Notes and to the Paying Agent, on
      behalf of
      the
      holder of the Transferor Interest and the performance or observance of every
      agreement and covenant of this Indenture on the part of the Issuer 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;

     

    


    
      
        
          
          

        

        
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      (iii) the
        Insurer shall have consented in writing (which consent shall not be unreasonably
        withheld) thereto and each Rating Agency shall have notified the Issuer that
        such transaction will not cause a reduction or withdrawal by a Rating Agency
        of
        its then current rating of the Class A Notes, without regard to the Insurance
        Policy;



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

     

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

     

    (vi) the
      Issuer shall have delivered to the Indenture Trustee and the Insurer an
      Officer’s Certificate and an Opinion of Counsel each stating that such
      consolidation or merger and such supplemental indenture comply with this Article
      III 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
      Issuer shall not convey or transfer its properties or assets, substantially
      as
      an entirety, to any Person, unless:

     

    (i) (A)
      the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuer, the conveyance or transfer of which is hereby restricted, (1) is a
      United States citizen or a Person organized and existing under the laws of
      the
      United States of America or any State, (2) expressly assumes, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee and the
      Insurer, in form satisfactory to the Insurer, the due and punctual payment
      of
      the principal of and interest on all Class A Notes and the performance or
      observance of every agreement and covenant of this Indenture on the part of
      the
      Issuer to be performed or observed, all as provided
      herein, (3) expressly agrees 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 Holders of the Class A Notes and the Insurer, (4) unless
      otherwise provided in such supplemental indenture, expressly agrees to
      indemnify, defend and hold harmless the Issuer and the Insurer against and
      from
      any loss, liability or expense arising under or related
      to this Indenture and the Class A Notes and (5) expressly agrees 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 Class
      A
      Notes;

     

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

     

    (C) the
      Insurer shall have consented thereto, and each Rating Agency shall have notified
      the Issuer that such transaction will not cause a reduction or withdrawal by
      a
      Rating Agency of its then current rating of the Class A Notes, without regard
      to
      the Insurance Policy;

     

    


    
      
        
          
          

        

        
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    (D) the
      Issuer shall have received an Opinion of Counsel (and shall have
      delivered copies thereof to the Indenture Trustee) to the effect that such
      transaction will not have any material adverse tax consequence to the Issuer,
      the Insurer or any Noteholders

     

    (E) any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture and the perfection thereof shall have been taken;
      and

     

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

     

    (ii) such
      conveyance or transfer is made in connection with a termination pursuant to
      Section 8.01(b) of the Sale and Servicing Agreement.

     

    Section
      3.17 Successor
      or Transferee.

     

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

     

    (b) Upon
      a
      conveyance or transfer of the assets and properties of the Issuer pursuant
      to
      Section 3.16(b) above, the Issuer shall be released from every covenant and
      agreement (except such obligations that survive such transfer) of this Indenture
      to be observed or performed on the part of the Issuer with respect to the Class
      A Notes immediately upon the delivery of written notice to the Indenture Trustee
      of such conveyance or transfer.

     

    Section
      3.18 No
      Other Business.
      The
      Issuer shall not engage in any business other than financing,
      purchasing, owning, selling and
      managing
      the Mortgage Loans
      and
      the issuance
      of the
      Class A Notes in the manner contemplated by this Indenture and the Transaction
      Documents and all activities incidental thereto.

     

    Section
      3.19 No
      Borrowing.
      The
      Issuer shall not issue, incur, assume, guarantee or otherwise become liable,
      directly or indirectly, for any indebtedness except for the Class A
      Notes.

     

    Section
      3.20 Guarantees
      Loans Advances and Other Liabilities.
      Except
      as contemplated
      by this Indenture or the other Transaction
      Documents, the Issuer shall not make any
      loan
      or
      advance or credit to, or guarantee (directly
      or
      indirectly or by an
      instrument
      having
      the
      effect of assuring another’s payment or performance on any obligation or
      capability of so doing
      or
      otherwise), endorse or otherwise
      become contingently liable, directly
      or
      indirectly, in connection
      with the obligations,
      stocks or dividends of, or own, purchase, repurchase
      or acquire (or
      agree
      contingently to do so) any stock, obligations, assets or securities of, or
      any
      other interest in, or make any capital contribution to, any other
      Person.

     

    


    
      
        
          
          

        

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

     

    Section
      3.22 Validity
      of Notes.

     

    (a) The
      Issuer represents and warrants that the Indenture creates a valid and continuing
      security interest (as defined in the applicable UCC) in the Collateral 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
      Issuer.

     

    (b) The
      Issuer represents and warrants that the Issuer owns and has good and marketable
      title to the Collateral free and clear of any lien, claim or encumbrance of
      any
      Person.

     

    (c) The
      Issuer represents and warrants that the Issuer has caused or will have caused,
      within ten days, 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.

     

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

     

    (e) The
      Issuer represents and warrants that the Custodian on behalf of the Issuer has
      in
      its possession all original copies of the Mortgage Notes that constitute or
      evidence the Mortgage Loans. The Mortgage Notes that constitute or evidence
      the
      Mortgage Loans do not have any marks or notations indicating that they have
      been
      pledged, assigned or otherwise conveyed to any Person other than the Indenture
      Trustee. All financing statements filed or to be filed against the Issuer in
      favor of the Indenture Trustee in connection herewith describing the Collateral
      contain a statement to the following effect: “A purchase of or security interest
      in any collateral described in this financing statement will violate the rights
      of the Indenture Trustee.”

     

    (f) The
      Issuer represents and warrants that the Mortgage Notes constitute either
“instruments” or “general intangibles” within the meaning of the applicable
      UCC.

     

    (g) The
      Issuer represents and warrants that the Issuer is duly authorized under
      applicable law and the Trust Agreement to create and issue the Class A Notes,
      to
      execute and deliver this Indenture, the other documents referred to herein
      to
      which it is a party and deliver all instruments
      included in the Collateral which it has delivered hereunder, and that all
      corporate action and governmental consents, authorizations and approvals
      necessary or required therefor have been duly and effectively taken or obtained.
      The Class A Notes, when issued, will be, and .this Indenture and such other
      documents are, valid and legally binding obligations of the Issuer enforceable
      in accordance with their terms.

     

    


    
      
        
          
          

        

        
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    (h) [Reserved].

     

    (i) The
      Issuer represents and warrants that the Indenture is duly qualified under the
      1939 Act and that the Issuer is not required to be registered as an “investment
      company” under the 1940 Act.

     

    Such
      representations
      and warranties
      shall survive the discharge of this Indenture and may
      not be
      waived.

     

    ARTICLE
      IV

    SATISFACTION
      AND DISCHARGE

     

    Section
      4.1 Satisfaction
      and Discharge of Indenture.
      Subject
      to and in accordance with section 8.01 of the Sale and Servicing Agreement,
      this
      Indenture shall cease to be of further effect with respect to the Class A Notes
      (except as to (i) rights of registration of transfer and exchange, (ii)
      substitution of mutilated, destroyed, lost or stolen Class A Notes, (iii) rights
      of Noteholders to receive payments of principal thereof and interest thereon,
      (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10 and 11.17, (v) the rights, obligations
      and immunities of the Indenture Trustee hereunder (including the rights of
      the
      Indenture Trustee under Section 6.7 below and the obligations of the Indenture
      Trustee under Section 4.2) and (vi) 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), and the Indenture Trustee, on demand of and
      at
      the expense of the Issuer, shall
      execute proper instruments acknowledging satisfaction and discharge of this
      Indenture with
      respect
      to the Class A Notes, when all of the following have occurred:

     

    (a) either

     

    (i) all
      Class
      A Notes theretofore authenticated and delivered (other than (i) Class A Notes
      that have been destroyed, lost or stolen and that have been replaced or paid
      as
      provided in Section 2.4 and (ii) Class A Notes for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Issuer and thereafter repaid to the Issuer or discharged from such trust, as
      provided in Section 3.3 above) have been delivered to the Indenture Trustee
      for
      cancellation; or

     

    (ii) all
      Class
      A Notes not theretofore delivered to the Indenture Trustee for
      cancellation

     

    A. have
      become due and payable,

     

    


    
      
        
          
          

        

        
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      B. will
        become due and payable within one year prior to the Final Payment Date,
        or



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

     

    and
      the
      Issuer, in the case of a., b. or c. above, has irrevocably deposited or caused
      to be irrevocably deposited with the Indenture Trustee cash or direct
      obligations of or obligations guaranteed by the United States of America (which
      will mature prior to the date such amounts are payable), in trust for such
      purpose, in an amount sufficient to pay and discharge the entire indebtedness
      on
      such Class A Notes not theretofore delivered to the Indenture Trustee for
      cancellation when due to the Final Payment Date or Redemption Date (if Class
      A
      Notes shall have
      been
      called for redemption pursuant to Section 10.1 below) and all amounts due and
      owing
      the
      Insurer and the Indenture Trustee have been paid, as the case may
      be,

     

    (b) the
      later
      of (a) twelve months after payment in full of all outstanding obligations under
      the Class A Notes, (b) the payment in full of all unpaid fees and expenses
      of
      the Indenture Trustee hereunder and the other Transaction Documents, (c) the
      payment of all amounts due and owing to the Insurer for unpaid premiums and
      unreimbursed Insured Payments and all other amounts owing to the Insurer,
      together with interest thereon as provided under the Insurance and Indemnity
      Agreement and (d) the date on which the Issuer has paid or caused to be paid
      all
      other sums payable hereunder by the Issuer; and

     

    (c) the
      Issuer has delivered to the Indenture Trustee and the Insurer an Officer’s
      Certificate, an Opinion
      of
      Counsel and
      (if
      required by the TIA or the Indenture Trustee) an Independent Certificate from
      a
firm
      of
      certified public accountants, each meeting the applicable requirements of
      Section 11.1(a) below and, subject to Section 11.2 below, each stating that
      all
      conditions precedent herein
      provided for relating to the satisfaction and discharge of this Indenture
      with
      respect
      to the Class A Notes have been complied with.

     

    Section
      4.2 Application
      of Trust Money.
      All
      moneys deposited with the Indenture Trustee pursuant to Sections 3.3 and 4.1
      shall be held in trust and applied by it, in accordance with the provisions
      of
      the Sale and Servicing Agreement, to the payment, either directly or
through
      any Paying Agent to the Holders of the particular Class A Notes and the Insurer
      for the
      payment
      or redemption of which such moneys have been deposited with the Indenture
      Trustee, of
      all
      sums due and to become due thereon for principal and interest; but such moneys
      need not be
      segregated from other funds except to the extent required herein or in the
      Sale
      and Servicing
      Agreement or required by law.

     

    Section
      4.3 Subrogation
      and Cooperation.

     

    (a) The
      Issuer and the Indenture Trustee acknowledge that (i) to the extent the
      Insurer
      makes
      payments under the Insurance Policy on account of principal of or interest
      on
      the Mortgage Loans, the Insurer will be fully subrogated to the rights of the
      Noteholders to receive such principal of and interest on the Mortgage Loans
      of
      the related Trust Estate, and (ii) the insurer shall be paid such principal
      and
      interest only from the sources and in the manner provided herein and in the
      Insurance and Indemnity Agreement for the payment of such principal and
      interest.

     

    


    
      
        
          
          

        

        
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    (b) The
      Indenture Trustee shall cooperate in all respects with any reasonable request
      or
      direction by the Insurer for action to preserve or enforce the Insurer’s rights
      or interest under this Indenture or the Insurance and Indemnity Agreement,
      consistent with this Indenture and without limiting the rights of the
      Noteholders as otherwise set forth in the Indenture, including without
      limitation upon the occurrence and continuance of an Insurer Default, a request
      to take any one or more of the following actions:

     

    (i) institute
      Proceedings for the collection of all amounts then payable on the Class A Notes
      or under this Indenture in respect to the Class A Notes and all amounts payable
      under the Insurance and Indemnity Agreement and to enforce any judgment obtained
      and collect from the Issuer monies adjudged due;

     

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

     

    (iii) file
      or
      record all Assignments of Mortgages that have not previously been
      recorded;

     

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

     

    (v) 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 Insurer
      hereunder.

     

    Following
      the payment in full of the Class A Notes, the Insurer shall continue to have
      all
      rights and privileges provided to it under this Section 4.3 and in all other
      provisions of this Indenture, until all amounts owing to the Insurer have been
      paid in full.

     

    Section
      4.4 Repayment
      of Moneys Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      the Class A Notes, all moneys then held by any Paying Agent other than the
      Indenture Trustee under the provisions of this Indenture with respect to such
      Class A Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee
      to be held and applied according to Section 3.3 above and thereupon such Paying
      Agent shall be released from all further liability with respect to such
      moneys.

     

    ARTICLE
      V

    REMEDIES

     

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

     

    


    
      
        
          
          

        

        
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    (a) default
      in the payment of any interest on any Class A Note when the same becomes due
      and
      payable, and continuance of such default for a period of five (5) days;
      or

     

    (b) default
      in the payment in full of the principal of the Class A Note Principal Balance
      on
      the Final Payment Date; or

     

    (c) default
      in the observance or performance of any covenant or agreement of the Issuer
      made
      in this Indenture (other than a covenant or agreement, a default in the
      observance or performance of which is elsewhere in this Section 5.1 specifically
      dealt with), or any representation or warranty of the Issuer made in this
      Indenture, the Sale and Servicing Agreement or in any certificate or other
      writing delivered pursuant hereto or in connection herewith proving to have
      been
      incorrect in any material respect as of the time when the same shall have been
      made, and such default shall continue or not be cured, or the circumstance
      or
      condition in respect of which such misrepresentation or warranty was incorrect
      shall not have been eliminated or otherwise cured, for a period of 30 days
      after
      there shall have been given, by registered or certified mail, to the Issuer
      with
      a copy to the Insurer by the Indenture Trustee or to the Issuer and the
      Indenture Trustee by the Insurer or the Holders of at least 51% of the
      Outstanding Amount of the Class A Notes, a written notice specifying such
      default or incorrect representation or warranty and requiring it to be remedied
      and stating that such notice is a notice of Default hereunder; or

     

    (d) the
      occurrence of a draw under the Insurance Policy that remains unreimbursed for
      a
      period of 90 days; or

     

    (e) the
      filing of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Issuer or any substantial part of the Trust Estate
      in
      an involuntary case under any applicable federal or state bankruptcy, insolvency
      or other similar law now or hereafter in effect, or appointing a receiver,
      liquidator, assignee, custodian, trustee, sequestrator or similar official
      of
      the Issuer or for any substantial part of the Trust Estate, or ordering the
      winding up or liquidation of the Issuer’s affairs, and such decree or order
      shall remain unstayed and in effect for a period of 90 consecutive days;
      or

     

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

     

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

    
 

    
      
        
          
          

        

        
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    Section
      5.2 Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default
      should occur and be
      continuing, then and in every such case the Indenture Trustee may
      with the
      written consent of the Insurer, or shall at the direction of the Insurer or
      upon
      the prior written direction of the Holders of Class A Notes representing not
      less than a majority of the Outstanding Amount of the Class A Notes, declare
      all
      the Class A Notes to be immediately due and payable, by a notice in writing
      to
      the Issuer and the Insurer (and to the Indenture Trustee if given
      by
      Noteholders), and upon any such declaration the unpaid principal
      amount of such Class A
      Notes,
      together with accrued and unpaid interest thereon through the date of
      acceleration, shall become immediately due and payable.

     

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

     

    (a) the
      Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
      pay:

     

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

     

    (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

     

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

     

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

     

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

     

    (a) The
      Issuer covenants that if (i) default occurs in the payment of any interest
      on
      any Class A Note when the same becomes due and payable, and such default
      continues for a period of five (5) days, or (ii) default occurs in the payment
      of the principal of or any installment of the principal of any Class A Note
      when
      the same becomes due and payable, and such default continues for a period of
      five (5) days, the Issuer will, upon demand of the Indenture Trustee or the
      Insurer if the Insurer has made a payment under the Insurance Policy, pay to
      the
      Indenture Trustee or the Insurer, as applicable, for the benefit of the Holders
      of the Class A Notes or the insurer, the whole amount then due and payable
      on
      such Class A Notes for principal and interest, with interest upon the overdue
      principal and, to the extent payment at such rate of interest shall be legally
      enforceable, upon overdue installments of interest at the rate borne by the
      Class A Notes and in addition thereto 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,
      the
      Insurer and its agents and counsel.

     

    


    
      
        
          
          

        

        
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    (b) In
      case
      the Issuer shall fail forthwith to pay such amounts upon such demand, the
      Indenture Trustee may with the written consent of the Insurer, and shall at
      the
      direction of the Insurer, institute a Proceeding for the collection of the
      sums
      so due and unpaid, and may prosecute such Proceeding to judgment or final
      decree, and may enforce the same against the Issuer or other obligor upon such
      Class A Notes and collect in the manner provided by law out of the property
      of
      the Issuer or other obligor upon such Class A Notes, wherever situated, the
      moneys adjudged or decreed to be payable.

     

    (c) If
      an
      Event of Default occurs and is continuing, the Indenture Trustee may, with
      the
      consent of the Insurer, and shall at the written direction of the Insurer or
      of
      the Holders of 51% or more of the Outstanding Amount of the Class A Notes,
      with
      the consent of the Insurer, as more particularly provided in Section 5.4 below,
      proceed to protect and enforce its rights and the rights of the Noteholders
      and
      the Insurer, by such appropriate Proceedings as the Insurer shall deem
      most
      effective to protect and enforce any such rights whether for the specific
      enforcement of any covenant or agreement in this Indenture or in aid of the
      exercise of any power granted herein, or to enforce any other proper remedy
      or
      legal or equitable right vested in the Indenture Trustee by this Indenture
      or by
      law.

     

    (d) In
      case
      there shall be pending, relative to the Issuer or any other obligor upon the
      Class A 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 other 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 Issuer or its property or such other obligor or Person,
      or in case of any other comparable judicial Proceedings relative to the Issuer
      or other obligor upon the Class A Notes, or to the creditors or property of
      the
      Issuer or such other obligor, the Indenture Trustee, irrespective of whether
      the
      principal of any Class A Notes shall then be due and payable as therein
      expressed or by declaration or otherwise and irrespective of whether the
      Indenture Trustee shall have made any demand pursuant to the provisions of
      this
      Section 5.3, shall be entitled and empowered by intervention in such Proceedings
      with the consent of or at the direction of the Insurer or
      otherwise:

     

    (i) to
      file
      and prove a claim or claims for the whole amount of principal and interest
      owing
      and unpaid in respect of the Class A 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 its agents, attorneys
      and counsel, and for reimbursement of all expenses and liabilities incurred,
      and
      all advances made, by the Indenture Trustee and each predecessor Indenture
      Trustee (except as a result of negligence or bad faith), and of the Noteholders
      and the Insurer allowed in such Proceedings;

     

    


    
      
        
          
          

        

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

     

    (iii) to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders, the Indenture Trustee and the Insurer 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, the Insurer
      or
      the Holders of Class A Notes allowed in any judicial proceedings relative to
      the
      Issuer, its creditors and its property; and any trustee, receiver, liquidator,
      custodian or other similar official in any such Proceeding is hereby authorized
      by each of such Noteholders to make payments to the Indenture Trustee and,
      in
      the event that the Indenture Trustee shall consent to the making of payments
      directly to such Noteholders, to pay to the Indenture Trustee such amounts
      as
      shall be sufficient to cover reasonable compensation to the Indenture Trustee,
      each predecessor Indenture Trustee and their respective agents, attorneys and
      counsel, and all other expenses and liabilities incurred, and all advances
      made,
      by the Indenture Trustee and each predecessor Indenture Trustee except as a
      result of negligence or bad faith.

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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    Section
      5.4 Remedies;
      Priorities.

     

    (a) If
      an
      Event of Default shall have occurred and be continuing of which a Responsible
      Officer of the Indenture has actual knowledge, the Indenture Trustee may with
      the consent of the Insurer, or, at the direction of the Insurer, shall or,
      if an
      Insurer Default shall be continuing, at the direction of a majority of the
      Holders of the Class A Notes shall, do one or more of the following (subject
      to
      Section 5.5 below):

     

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

     

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

     

    (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
      or the Noteholders or the Insurer; and

     

    (iv) sell
      the
      Trust Estate or any portion thereof or rights or interest therein in a
      commercially reasonable manner, 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 Insurer and the Holders of 100% of the Outstanding
      Amount of the Class A 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 upon such Class A Notes for principal and interest and
      to
      reimburse the Insurer for any unreimbursed Insured Payments and any other
      amounts due the Insurer under the Insurance and Indemnity Agreement or (C)
      the
      Indenture Trustee determines that the Trust Estate will not continue to provide
      sufficient funds for the payment of principal of and
      interest on the Class A Notes as they would have become due if the Class A
      Notes
      had not been declared due and payable, and the Indenture Trustee obtains the
      consent of the Insurer and the Holders of 66 213% of the Outstanding Amount
      of
      the Class A 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 as to the feasibility of such proposed action and as
      to
      the sufficiency of the Trust Estate for such purpose.

     

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

     

    


    
      
        
          
          

        

        
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    FIRST:
      to
      the Indenture Trustee for any costs or expenses incurred by it in connection
      with the enforcement of the remedies provided for in this Article
      V;

     

    SECOND:
      any amounts payable to the Master Servicer pursuant to Section 5.01 of the
      Sale
      and Servicing Agreement and any premium owing to the Insurer;

     

    THIRD:
      to
      the Indenture Trustee for the Indenture Trustee Fee then due; 34

     

    FOURTH:
      to the Noteholders for amounts due and unpaid on the Class A Notes for interest
      pro rata among the Holders of the Class A Notes, according to the amounts due
      and payable on such Class A Notes;

     

    FIFTH:
      to
      the Noteholders for amounts due and unpaid on the Class A Notes for principal,
      pro rata, among the Holders of the Class A Notes according to the amounts due
      and payable until the Class A Note Principal Balance is reduced to
      zero;

     

    SIXTH:
      to
      the Insurer, any other amounts owed to the Insurer under the Insurance and
      Indemnity Agreement;

     

    SEVENTH:
      to the Indenture Trustee for any other amounts then due and outstanding;
      and

     

    EIGHTH:
      to the Paying Agent under the Trust Agreement, as applicable, for any amounts
      to
      be distributed to the holder of the Transferor Interest, in the manner set
      forth
      in Section 5.01 of the Sale and Servicing Agreement.

     

    The
      Indenture Trustee may fix a record date and payment date for any payment to
      be
      made to the Noteholders pursuant to this Section 5.4. At least 15 days before
      such record date, the
      Indenture Trustee shall mail to each Noteholder, the Insurer and the Issuer
      a
      notice
      that
      states
      the
      record date, the payment date and the amount to be paid.

     

    Section
      5.5 Optional
      Preservation of the Trust Estate.
      If the
      Class A Notes have been declared to be due and payable under Section 5.2 above
      following an Event of Default and such declaration and its consequences have
      not
      been rescinded and annulled, the Indenture Trustee may with the consent of
      the
      Insurer, but need not (but shall at the written
      direction of the Insurer), elect to maintain possession of the Trust Estate.
      It
      is the desire of the parties hereto and the Noteholders that there be at all
      times sufficient funds for the payment of principal of and interest on the
      Class
      A Notes (although the parties hereto understand that there exists the
      possibility of a shortfall in collections of the Mortgage Loans), and the
      Indenture Trustee shall take such desire into account when determining whether
      or not to maintain possession of the Trust Estate. In determining whether to
      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 as to the feasibility of such proposed
      action and as to the sufficiency of the Trust Estate for such
      purpose.

     

    


    
      
        
          
          

        

        
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    Section
      5.6 Limitation
      of Suits.
      No
      Holder of any Class A Note shall have any right to institute any Proceeding,
      judicial or otherwise, with respect to this Indenture or for the appointment
      of
      a receiver or trustee, or for any other remedy hereunder, unless the Insurer
      has
      otherwise consented in writing thereto and:

     

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

     

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

     

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

     

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

     

    (e) no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60 day period by the Holders of a majority of the
      Outstanding Amount of the Class A Notes.

     

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

     

    Section
      5.7 Unconditional
      Rights of Noteholders To Receive Principal and Interest.
      Notwithstanding any other provisions in this Indenture, the Holder of any Class
      A Note shall have the right, which is absolute and unconditional, to receive
      payment of the principal of and interest, if any, on such Class A Note on or
      after the respective due date thereof expressed in such
      Class A Note or in this Indenture
      (or,
      in the case of redemption,
      on
      or after the Redemption Date)
      to
      the extent funds are
      available
      therefor out of the Trust
      Estate
      and to institute suit for the
      enforcement of any such payment, and such right shall not be impaired without
      the consent of such Holder.

     

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

     

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

    
 

    
      
        
          
          

        

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

     

    Section
      5.11 Control
      by Noteholders.
      The
      Insurer (so long as no Insurer Default exists) or if an Insurer Default exists
      the Holders of a majority of the Outstanding Amount of the Class A 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 Class
      A
      Notes or exercising any trust or power conferred on the Indenture Trustee;
      provided that:

     

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

     

    (b) [reserved];

     

    (c) if
      the
      conditions set forth in Section 5.5 above have been satisfied and the Indenture
      Trustee elects to retain the Trust Estate pursuant to such Section 5.5, then
      any
      direction to the Indenture Trustee by Holders of Class A Notes representing
      less
      than 100% of the Outstanding Amount of the Class A Notes to sell or liquidate
      the Trust Estate shall be of no force and effect; and

     

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

     

    Notwithstanding
      the rights of the Noteholders set forth in this Section 5.11, subject to Section
      6.1 hereof, the Indenture Trustee need not take any action that it determines
      might involve it in liability or might materially adversely affect the rights
      of
      any Noteholders not consenting to such action.

     

    Section
      5.12 Waiver
      of Past Defaults.
      Prior
      to the declaration of the acceleration of the maturity of the Class A Notes
      as
      provided in Section 5.2 above, the Insurer (so long as no Insurer Default
      exists) or the Holders of Class A Notes representing not less than a majority
      of
      the Outstanding Amount of the Class A Notes, with the consent of the Insurer
      (so
      long as no Insurer
      Default
      exists), may waive any past
      Default or Event of Default and its consequences except
      a
      Default (a) in the payment of principal of or interest on any of the Class
      A
      Notes or(b) in respect of a covenant or provision hereof that cannot be modified
      or amended without the consent of the Holder of each Class A Note. In the case
      of any such waiver, the Issuer, the Insurer, the Indenture Trustee and the
      Holders of the Class A Notes shall be restored to their former positions and
      rights hereunder, respectively; but no such waiver shall extend to any
      subsequent or other Default or impair any right consequent thereto.

     

    


    
      
        
          
          

        

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

     

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

     

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

     

    Section
      5.15 Action
      on Notes.
      The
      Indenture Trustee’s right to seek and recover judgment on the Class A Notes or
      under this Indenture shall not be affected by the seeking, obtaining or
      application of any other relief under or with respect to this Indenture. Neither
      the lien of this Indenture nor any rights or remedies of the Indenture Trustee
      or the Noteholders shall be impaired by the recovery of any judgment by the
      Indenture Trustee against the Issuer or by the levy of any execution under
      such
      judgment upon any portion of the Trust Estate or upon any of the assets of
      the
      Issuer. Any money or property collected by the Indenture Trustee shall be
      applied in accordance with Section 5.4(b) above.

     

    Section
      5.16 Performance
      and Enforcement of Certain Obligations.

     

    (a) Promptly
      following a request from the Insurer or the Indenture Trustee, with the consent
      of the Insurer to do so, the Issuer shall take all such lawful action as the
      Indenture Trustee or the Insurer, as applicable, may request to compel or secure
      the performance and observance by the Seller, the Depositor and the Master
      Servicer, as applicable, of each of their obligations to the Issuer under or
      in
      connection with the Sale and Servicing Agreement and other Transaction
      Documents, and to exercise any and all rights, remedies, powers and privileges
      lawfully available to the Issuer under or in connection with the Sale and
      Servicing Agreement and the other Transaction Documents to the extent and in
      the
      manner directed by the Indenture Trustee or the Insurer, as applicable,
      including the transmission of notices of default on the part of the Seller,
      the
      Depositor or the Master Servicer thereunder and the institution of legal or
      administrative actions or proceedings to compel or secure performance by the
      Seller, the Depositor or the Master Servicer of each of their obligations under
      the Sale and Servicing Agreement and the other Transaction
      Documents.

     

    


    
      
        
          
          

        

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

     

    ARTICLE
      VI

    THE
      INDENTURE TRUSTEE

     

    Section
      6.1 Duties
      of Indenture Trustee.

     

    (a) If
      an
      Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstanced 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 and
      conforming to the requirements of this Indenture; however, the Indenture Trustee
      shall examine the certificates and opinions to determine whether or not they
      conform to the requirements of this Indenture.

     

    


    
      
        
          
          

        

        
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      (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
      6.1;

     

    (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 above or any direction from the Insurer that the Insurer is entitled to
      give under the terms of the Transaction Documents.

     

    (d) Every
      provision of this Indenture that in any way relates to the Indenture Trustee
      is
      subject to paragraphs (a), (b), (c) and (g) of this Section 6.1.

     

    (e) 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
      Issuer.

     

    (f) Money
      held in trust by the Indenture Trustee shall be segregated from other funds
      except to the extent permitted by law or the terms of this Indenture or the
      Sale
      and Servicing Agreement.

     

    (g) No
      provision of this Indenture shall require the Indenture Trustee to expend 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; and none of the provisions contained in this Indenture shall in any event
      require the Indenture Trustee to perform, or be responsible for the manner
      of
      performance of, any of the obligations of the Master Servicer, the Issuer or
      Transferor under this Indenture except during such time, if any, as the
      Indenture Trustee shall be the successor to, and be vested with the rights,
      duties, powers and privileges of, the Master Servicer in accordance with the
      terms of this Indenture.

     

    (h) The
      Indenture Trustee shall challenge or cause to be challenged any attempt at
      substantive consolidation of the assets and liabilities of the Issuer with
      those
      of any Transferor (as defined in the Trust Agreement) in connection with any
      insolvency proceeding of the Issuer.

     

    (i) 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 6.1 and to the provisions of the TIA.

     

    (j) Subject
      to the other provisions of this Indenture and without limiting the generality
      of
      this Section 6. 1, the Indenture Trustee shall have no duty (A) to see to any
      recording, filing, or depositing of this Indenture or any agreement referred
      to
      herein or any financing statement or continuation statement evidencing a
      security interest, or to see to the maintenance of any such recording or filing
      or depositing or to any rerecording, refiling or redepositing of any thereof,
      (B) to see to any insurance, (C) to see to the payment or discharge of any
      tax,
      assessment, or other governmental charge or any lien or encumbrance of any
      kind
      owing with respect to, assessed or levied against, any part of the Trust Estate
      other than from funds available in the Distribution Account, (D) to confirm
      or
      verify the contents of any reports or certificates of the Issuer, Insurer or
      Master Servicer delivered to the Indenture Trustee pursuant to this Indenture
      believed by the Indenture Trustee to be genuine and to have been signed or
      presented by the proper party or parties.

     

    


    
      
        
          
          

        

        
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    Section
      6.2 Rights
      of Indenture Trustee.

     

    (a) The
      Indenture Trustee may conclusively rely and shall be fully protected in acting
      or refraining from acting on any resolution, certificate of auditors or any
      other certificate, statement, instrument, opinion, report, notice, request,
      consent, order, appraisal, bond or other paper or document believed by it to
      be
      genuine and to have been signed or presented by the proper person. The Indenture
      Trustee need not investigate any fact or matter stated in the
      document.

     

    (b) Before
      the Indenture Trustee acts or refrains from acting, it may require and shall
      be
      entitled to receive 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 an Officer’s Certificate or opinion of
      Counsel.

     

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

     

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

     

    (e) The
      Indenture Trustee may consult with counsel, and the advice or opinion of counsel
      selected by it with due care with respect to legal matters relating to this
      Indenture, the Class A Notes and the Transaction Documents to which it is a
      party, 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.

     

    (f) The
      Indenture Trustee shall be under no obligation to exercise any of the trusts
      or
      powers vested in it by this Indenture or to institute, conduct or defend any
      litigation hereunder or in relation hereto at the request, order or direction
      of
      the Insurer or any of the Noteholders, pursuant to the provisions of this
      Indenture, unless the Insurer or such Noteholders shall have offered to the
      Indenture Trustee reasonable security or indemnity against the costs, expenses
      and liabilities which may be incurred therein or thereby; nothing contained
      herein shall, however, relieve the Indenture Trustee of the obligation, upon
      the
      occurrence of an Event of Default of which a Responsible Officer of the
      Indenture Trustee shall have actual knowledge (which has not been cured), to
      exercise such of the rights and powers vested in it by this Indenture, and
      to
      use the same degree of care and skill in their exercise, as a prudent person
      would exercise or use under the circumstances in the conduct of such person’s
      own affairs.

     

    


    
      
        
          
          

        

        
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    (g) The
      Indenture Trustee shall not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, consent, order, approval, bond or other paper or
      document, unless requested in writing to do so by the Insurer or the Majority
      Class A Noteholders; provided, however, that if the payment within a reasonable
      time to the Indenture Trustee of the costs, expenses or liabilities likely
      to be
      incurred by it in the making of such investigation is, in the opinion of the
      Indenture Trustee, not reasonably assured to the Indenture Trustee by the
      security afforded to it by the terms of this Indenture, the Indenture Trustee
      may require reasonable indemnity against such cost, expense or liability as
      a
      condition to taking any such action. The reasonable expense of every such
      examination shall be paid by the Issuer or, if paid by the Indenture Trustee,
      shall be repaid by the Issuer upon demand.

     

    (h) The
      right
      of the Indenture Trustee to perform any discretionary act enumerated in this
      Indenture shall not be construed as a duty, and the Indenture Trustee shall
      not
      be answerable for other than its negligence or willful misconduct in the
      performance of such act.

     

    (i) The
      Indenture Trustee shall not be required to give any bond or surety in respect
      of
      the execution of the Trust created hereby or the powers granted
      hereunder.

     

    (j) The
      Indenture Trustee shall have no liability in connection with the malfeasance
      or
      nonfeasance by the Issuer, the Master Servicer or the Administrator. The
      Indenture Trustee shall have no liability in connection with compliance by
      the
      Issuer or the Master Servicer with statutory or regulatory requirements related
      to the Collateral or the Trust Estate. The Indenture Trustee shall not make
      or
      be deemed to have made any representations or warranties with respect to the
      Collateral or the Trust Estate or the validity or sufficiency of any assignment
      of the Collateral or the Trust Estate to the Indenture Trustee.

     

    (k) In
      the
      event that the Indenture Trustee is also acting as Paying Agent or Registrar
      hereunder, the rights, protection, immunities and indemnities afforded to the
      Indenture Trustee pursuant to this Article VI shall also be afforded to such
      Paying Agent or Registrar.

     

    Section
      6.3 Individual
      Rights of Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of Class A Notes and may otherwise deal with the Issuer or its
      Affiliates with the same rights it would have if it were not Indenture Trustee.
      Any Paying Agent, Note Registrar, co registrar or co paying agent may do the
      same with like rights. However, the Indenture Trustee must comply with Sections
      6.11 and 6.12 below.

     

    


    
      
        
          
          

        

        
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      Section
        6.4 Indenture
        Trustee’s Disclaimer.
        The
        Indenture Trustee shall not be (i) responsible for and makes no representation
        as to the validity or adequacy of this Indenture or the Class A Notes, (ii)
        accountable for the Issuer’s use of the proceeds from the Class A Notes or (iii)
        responsible for any statement of the Issuer in this Indenture or in any document
        issued in connection with the sale of the Class A Notes or in the Class A
        Notes
        other than the Indenture Trustee’s certificate of
        authentication.



    Section
      6.5 Notice
      of Defaults.
      If a
      Default occurs and is continuing and if it is actually known to a Responsible
      Officer of the Indenture Trustee, the Indenture Trustee shall give prompt notice
      thereof to the Insurer. The Indenture Trustee shall not be charged with the
      knowledge of an Event of Default unless a Responsible Officer has received
      written notice or has actual knowledge thereof. The Indenture Trustee shall
      mail
      to each Noteholder, the Master Servicer and the Seller notice of the Default
      within 30 days after it occurs at the expense of the Issuer. Except in the
      case
      of a Default in payment of principal of or interest on any Class A Note, the
      Indenture Trustee may withhold the notice to the Noteholders if and so long
      as a
      committee of its Responsible Officers in good faith determines that withholding
      the notice is in the interests of Noteholders.

     

    Section
      6.6 Reports
      by Indenture Trustee to Holders.
      The
      Indenture Trustee shall deliver to each Noteholder such information as may
      be
      required to enable such holder to prepare its federal and state income tax
      returns. In addition, upon Issuer Request, the Indenture Trustee shall promptly
      furnish such information reasonably requested by the Issuer that is reasonably
      available to the Indenture Trustee to enable the Issuer to perform its federal
      and state income tax reporting obligations.

     

    Section
      6.7 Compensation
      and Indemnity.
      As
      compensation for its services hereunder, the Indenture Trustee shall be entitled
      to receive, on each Payment Date, the Indenture Trustee’s Fee pursuant to
      Section 5.01 of the Sale and Servicing Agreement (which compensation shall
      not
      be limited by any law on compensation of a trustee of an express trust) and
      shall be entitled to reimbursement for all reasonable out of pocket expenses
      incurred or made by it, including costs of collection, in addition to the
      compensation for its services. Such expenses shall include the reasonable
      compensation and expenses, disbursements and advances of the Indenture Trustee’s
      agents, counsel, accountants and experts. The Indenture Trustee shall be
      indemnified by the Master Servicer, and if not by the Master Servicer, then
      by
      the Trust Estate pursuant to the seventh clause of Section 5.4 herein against
      any and all loss, liability or expense (including attorneys’ fees) incurred by
      it in connection with the administration of this trust and the performance
      of
      its duties hereunder. The Indenture Trustee shall notify the Issuer promptly
      of
      any claim for which it may seek indemnity. Failure by the Indenture Trustee
      to
      so notify the Issuer shall not relieve the Issuer of its obligations hereunder.
      The Issuer shall defend any such claim, and the Indenture Trustee may have
      separate counsel and the Issuer shall pay the fees and expenses of such counsel.
      The Indenture Trustee shall not be entitled to any such reimbursement of any
      expense or to indemnification against any loss, liability or expense incurred
      by
      the Indenture Trustee through the Indenture Trustee’s own willful misconduct,
      negligence or bad faith. Anything in this Indenture to the contrary
      notwithstanding, in no event shall the Indenture Trustee be liable for special,
      indirect or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits), even if the Indenture Trustee has been advised
      of
      the likelihood of such loss or damage and regardless of the form of action.
      This
      indemnity shall survive the termination of this Indenture.

     

    


    
      
        
          
          

        

        
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    The
      Issuer’s payment obligations to the Indenture Trustee pursuant to this Section
      6.7 shall survive the discharge of this Indenture. When the Indenture Trustee
      incurs expenses or provides services after the occurrence of a Default specified
      in Section 5.1(e) or (f) hereof with respect to the Issuer, the expenses and
      fees for such services 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
      6.8 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 acceptable to the Insurer
      pursuant to this Section. The Indenture Trustee may resign at any time by so
      notifying the Issuer and the Insurer. As a condition to the effectiveness of
      any
      such resignation, at least 15 calendar days prior to the effective date of
      such
      resignation, the Indenture Trustee shall provide (x) written notice to the
      Depositor of any successor pursuant to this Section and (y) in writing and
      in
      form and substance reasonably satisfactory to the Depositor, all information
      reasonably requested by the Depositor in order to comply with its reporting
      obligation under Item 6.02 of Form 8-K with respect to the resignation of the
      Indenture Trustee. The Insurer or the Holders of a majority in Outstanding
      Amount of the Class A Notes (with the prior written consent of the Insurer)
      may
      remove the Indenture Trustee by so notifying the Indenture Trustee and the
      Insurer (if given by such Noteholders) and may appoint a successor Indenture
      Trustee acceptable to the Insurer. The Issuer shall (with the prior written
      consent of the Insurer) remove the Indenture Trustee if:

     

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

     

    (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
Indenture
      Trustee
      for any reason
      (the Indenture Trustee in such event being referred to herein as
      the
      retiring Indenture Trustee), the Issuer shall promptly appoint a successor
      Indenture Trustee with the consent of the Insurer, which consent shall not
      be
      unreasonably withheld.

     

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

     

    


    
      
        
          
          

        

        
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      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 Issuer or the Holders of a majority in Outstanding Amount of
        the
        Class A Notes may petition any court of competent jurisdiction for the
        appointment of a successor Indenture Trustee.



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

     

    Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section 6.8, the
      Issuer’s obligations under Section 6.7 above shall continue for the benefit of
      the retiring Indenture Trustee.

     

    Section
      6.9 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
      corporation without any further act shall be the successor Indenture Trustee;
      provided, that such corporation or banking association shall be otherwise
      qualified and eligible under Section 6.11 below. The
      Indenture Trustee shall provide (x) written notice to the Depositor of any
      successor due to merger or consolidation of the Indenture Trustee pursuant
      to
      this Section within five (5) days of the effectiveness of such merger or
      consolidation and (y) in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably requested by the
      Depositor in order to comply with its reporting obligation under Item 6.02
      of
      Form 8-K with respect to a replacement Indenture Trustee.

     

    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 Class A Notes shall have been authenticated but not delivered, any
      such successor to the Indenture Trustee may adopt the certificate of
      authentication of any predecessor trustee, and deliver such Class A Notes so
      authenticated; and in case at that time any of the Class A Notes shall not
      have
      been authenticated, any successor to the Indenture Trustee may authenticate
      such
      Class A Notes either in the name of any predecessor hereunder or in the name
      of
      the successor to the Indenture Trustee; and in all such cases such certificates
      shall have the full force which it is anywhere in the Class A 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 provisions 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 the time be located, the Indenture Trustee shall have the power and
      may
      execute and deliver all instruments to appoint one or more Persons to act as
      a
      co trustee or co trustees, or separate trustee or separate trustees, of all
      or
      any part of the Trust Estate, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Noteholders and the Insurer, such title
      to
      the Trust Estate, or any part hereof, and, subject to the other provisions
      of
      this Section 6.10, 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 below and no notice to Noteholders of
      the
      appointment of any co trustee or separate trustee shall be required under
      Section 6.8 above.

     

    


    
      
        
          
          

        

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

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co trustee jointly (it being
      understood that such separate trustee or cc 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. Every instrument appointing any
      separate trustee or co trustee shall refer to this Agreement and the conditions
      of this Article VI. 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, jointly with the Indenture Trustee, subject
      to
      all the provisions of this Indenture, specifically including every provision
      of
      this Indenture relating to the
      conduct of, affecting the liability of, or affording protection to, the
      Indenture Trustee. Every such instrument shall be filed with the Indenture
      Trustee.

     

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

     

    


    
      
        
          
          

        

        
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      Section
        6.11 Eligibility:
        Disqualification.
        The
        Indenture Trustee shall at all times satisfy the requirements of TIA Section
        310(a). The Indenture Trustee shall (i) have a combined capital and surplus
        of
        at least $50,000,000 as set forth in its most recent published annual report
        of
        condition, (ii) be subject to supervision or examination by federal or state
        authority, and (iii) have a credit rating which would not cause either of
        the
        Rating Agencies to reduce their respective then-current ratings of the Class
        A
        Notes (or having provided such security from time to time as is sufficient
        to
        avoid such reduction) . The Indenture Trustee shall comply with TIA. Section
        310(b), including the optional provision permitted by the second sentence
        of TIA
        Section 310(b)(9); provided, however, that there shall be excluded from the
        operation of TIA Section 310(b)(1) any indenture or indentures under which
        other
        securities of the Issuer are outstanding if the requirements for such exclusion
        set forth in TIA Section 310(b)(1) are met.



    Section
      6.12 Preferential
      Collection of Claims Against Issuer.
      The
      Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
      relationship listed in TIA Section 31 l (b). An Indenture Trustee who has
      resigned or been removed shall be subject to TIA Section 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 duly organized, validly existing and in good standing
      under
      the
      laws of the United
      States, with power and authority
      to own
      its properties
      and
      to conduct its business as such properties are currently owned and such business
      is currently conducted.

     

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

     

    (c) The
      consummation of the transactions contemplated by this Indenture and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under, the articles of association or bylaws of the
      Indenture Trustee or any agreement or other instrument to which the Indenture
      Trustee is a party or by which it is bound.

     

    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
      Noteholders and the Insurer;

     

    (b) to
      authenticate and deliver the Class A Notes substantially in the form prescribed
      by Exhibit A 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.

     

    
      
        
        

      

      
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    Section
      6.15 Indenture
      Trustee To Act Solely with Consent of the Insurer.
      Unless
      an Insurer Default exists, the Indenture Trustee shall not, without the
      Insurer’s consent or unless directed by the Insurer:

     

    (a) terminate
      the rights and obligations of the Master Servicer as Master
      Servicer;

    


    (b) agree
      to
      any amendment pursuant to Section 9 hereof; or

     

    (c) undertake
      any litigation.

     

    The
      insurer may, in writing and in its sole discretion renounce all or any of its
      rights under this Indenture or any requirement for the Insurer’s consent for any
      period of time.

     

    Section
      6.16 Mortgage
      Loans, Trust Estate and Accounts Held for Benefit of the Insurer.
      The
      Indenture Trustee shall hold the Trust Estate and the Mortgage Files for the
      benefit of the Noteholders and the Insurer and all references in this Indenture
      and in the Class’ Notes to the benefit of Holders of the Class A Notes shall be
      deemed to include the Insurer. The Indenture Trustee shall cooperate in all
      reasonable respects with any reasonable request by the Insurer for action to
      preserve or enforce the Insurer’s rights or interests under this Indenture and
      the Class A Notes unless, as stated in an Opinion of Counsel addressed to the
      Indenture Trustee and the Insurer, such action is adverse to the interests
      of
      the Noteholders or diminishes the rights of the Noteholders or imposes
      additional burdens or restrictions on the Noteholders.

     

    ARTICLE
      VII

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.1 Issuer
      To Furnish Indenture Trustee Names and Addresses of Noteholders.
      The
      Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not
      more
      than
      five (5) days after the earlier of (i) each Record Date and (ii) three
      (3)
      months after the last
      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,
      (b) at such other times as the Indenture Trustee and the Insurer may request
      in
      writing, within 30 days after receipt by the Issuer of any such request, a
      list
      of similar form and content as of a date not more than 10 days prior
      to the
      time such list is furnished;
      provided, however, that so long as the Indenture Trustee
      is
the
      Note
      Registrar, no such list shall be required to be furnished.

     

    Section
      7.2 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 7.1 above
      and the names and addresses of 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 7.1 upon receipt’of a new list so
      furnished.

     

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

     

    
      
        
        

      

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

     

    Section
      7.3 Reports
      by Issuer.

     

    (a) The
      Issuer shall:

     

    (i) file
      with
      the Indenture Trustee, within 15 days after the Issuer is required, pursuant
      to
      the Sale and Servicing Agreement, to file the same with the Commission, copies
      of the annual reports and of the information, documents and other reports (or
      copies of such portions of any of the foregoing as the Commission may from
      time
      to time by rules and regulations prescribe) that the Issuer may be required
      to
      file with the Commission pursuant to Section 13 or 15(d) of the Exchange
      Act;

     

    (ii) file
      with
      the Indenture Trustee and the Commission in accordance with the rules and
      regulations prescribed from time to time by the Commission such additional
      information, documents and reports with respect to compliance by the Issuer
      with
      the conditions and covenants of this Indenture as may be required from time
      to
      time by such rules and regulations; and

     

    (iii) make
      available to the Indenture Trustee (and the Indenture Trustee shall make
      available to all Noteholders described in TIA Section 313(c)) and the Insurer
      such summaries of any information, documents and reports required to be filed
      by
      the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) and by rules
      and regulations prescribed from time to time by the Commission.

     

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

     

    Section
      7.4 Reports
      by Indenture Trustee.
      If
      required by TIA Section 313(a), within 60 days after each August 1, beginning
      with 2007, the Indenture Trustee shall mail to each
      Noteholder as required by TIA Section 313(c) and to the Insurer a brief
      report
      dated
      as of such
      date
      that complies with TIA Section 313(a). The Indenture Trustee
      also shall comply with
      TIA
      Section 313(b).

     

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

     

    ARTICLE
      VIII

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.1 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 herein.

     

    


    
      
        
          
          

        

        
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    Section
      8.2 Accounts,
      Distributions.

     

    (a) On
      or
      prior to the Closing Date, the Indenture Trustee shall establish and maintain
      or
      cause to be established and maintained, in the name of the Indenture Trustee
      for
      the benefit of the Noteholders, the Transferor and the Insurer, the Distribution
      Account as provided in Article V of the Sale and Servicing Agreement into which
      amounts shall be deposited in accordance with the terms of the Sale and
      Servicing Agreement.

     

    (b) The
      Indenture Trustee shall deposit into the Distribution Account any amounts
      representing payments on and any collections in respect of the Mortgage Loans
      received by it, if any, and any other amounts required by the terms of the
      Transaction Documents to be so deposited, immediately following receipt thereof,
      including, without limitation, all amounts withdrawn by the Master Servicer
      from
      the Collection Account pursuant to Section 3.03 of the Sale and Servicing
      Agreement for deposit to the Distribution Account. Amounts on deposit in the
      Distribution Account may be invested in Eligible Investments pursuant to Section
      5.06 of the Sale and Servicing Agreement.

     

    (c) On
      each
      Payment Date and the Redemption Date, to the extent funds are available in
      the
      Distribution
      Account, the Indenture Trustee shall make the distributions and payments in
      the
      amounts
      and in the priority set forth in Section 5.01 of the Sale and Servicing
      Agreement (except as otherwise provided in Section 5.4(b) above).

     

    (d) On
      each
      Payment Date and the Redemption Date, to the extent of the interest of the
      indenture Trustee in the Distribution Account (as described in Section 5.05
      of
      the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes
      the
      Paying Agent, as applicable, to make the distributions from the Distribution
      Account as required pursuant to Section 5.01 of the Sale and Servicing
      Agreement.

     

    (e) On
      or
      prior to the Closing Date, the Indenture Trustee shall establish and maintain
      or
      cause to be established and maintained, in the name of the Indenture Trustee
      for
      the benefit of the
      Noteholders, the Transferor and the Insurer, the Pre-Funding Account and the
      Capitalized Interest Account as provided in Section 3.17 of the Sale and
      Servicing Agreement.

     

    Section
      8.3 [Reserved].

     

    Section
      8.4 Master
      Servicer’s Monthly Statements.
      On each
      Payment Date, the Indenture Trustee shall make available the Servicing
Certificate
      (as defined in Section 5.03 of the Sale and Servicing Agreement) with respect
      to
      such
      Payment
      Date to DTC and the Rating Agencies.

     

    
      
        
        

      

      
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    Section
      8.5 [Reserved].

     

    Section
      8.6 Opinion
      of Counsel.
      The
      Indenture Trustee shall receive at least seven days notice when requested by
      the
      Issuer to take any action pursuant to Section 2.9(a) above, accompanied by
      copies of any instruments involved, and the Indenture Trustee shall also require
      with a copy to the Insurer, as a condition to such action, an Opinion of
      Counsel, 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 complied with and such action will not materially and adversely
      impair the security for the Class A Notes or the rights of the Noteholders
      or
      the Insurer in contravention of the provisions of this Indenture; provided,
      however, that such Opinion of Counsel shall not be required to express an
      opinion as to the fair market value of a Trust Estate. Counsel rendering any
      such opinion may rely, without independent investigation, on the accuracy and
      validity of any certificate or other instrument delivered to the Indenture
      Trustee in connection with any such action.

     

    ARTICLE
      IX

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.1 Supplemental
      Indentures Without Consent of Noteholders.

     

    (a) Without
      the consent of the Holders of any Class A Notes but with prior notice to the
      Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an
      Issuer Order, at any time and from time to time and only with the prior written
      consent of the Insurer, may enter into one or more indentures supplemental
      hereto (which shall conform to the provisions of the Trust Indenture Act as
      in
      force at the date of the execution thereof), in form satisfactory to the
      Indenture Trustee, for any of the following purposes:

     

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

     

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

     

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

     

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

     

    (v) to
      cure
      any ambiguity, 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 or 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 adversely affect the interests
      of the Noteholders or the Insurer;

     

    


    
      
        
          
          

        

        
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    (vi) to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Class A 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 herein; or

     

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

     

    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.

     

    (b) The
      Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
      also
      without the consent of any of the Noteholders but with prior consent of the
      Rating Agencies and the insurer, enter into an indenture or indentures
      supplemental hereto for the purpose of adding any provisions to, or changing
      in
      any manner or eliminating any of the provisions of, this indenture or of
      modifying in any manner the rights of the Noteholders under this Indenture;
      provided, however, that such action shall not, as evidenced by an Opinion of
      Counsel and satisfaction of the Rating Agency Condition, adversely affect in
      any
      material respect the interests of any Noteholder or the Insurer or cause the
      Issuer to be subject to entity level tax. However, except as provided in the
      following sentence, no such supplemental indenture pursuant to this Section
      shall (i) conflict with the provisions of Section 9.2 or (ii) without the
      consent of a Majority in Interest of the Class A Notes, permit the Issuer to
      (A)
      modify the definition of the term “Eligible Investments” except as provided
      therein, to expand the types of Eligible investments specified in that
      definition, (B) enter into a derivative contract for the benefit of the Class
      A
      Noteholders or (C) increase (x) the Transferor’s discretion in the selection of
      accounts to be transferred to the Transferor or (y) the frequency of such
      transfer under Section 2.09 of the Sale and Servicing Agreement. However, the
      preceding sentence shall not prevent the adoption without Noteholder consent
      of
      any supplemental indenture descri bed in clause (ii) thereof, if (i) that
      supplemental indenture otherwise satisfies the first sentence of this Section
      9.1(b) and (ii) the adoption of that supplemental indenture (a) is necessary
      to
      correct a manifest error in a Transaction Document, (b) is necessary to conform
      the terms of any Transaction Document to the terms of the Class A Notes
      described in the Prospectus Supplement, where such Transaction Document and
      the
      Prospectus Supplement are inconsistent, (c) is required by the Rating Agencies
      or (d) is, as evidenced by the written opinion of the Master Servicer’s internal
      accountants, delivered and acceptable to the Indenture Trustee, necessary to
      comply with or to conform to then-current financial accounting
      standards.

     

    
      
        
        

      

      
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    Section
      9.2 Supplemental
      Indentures with Consent of Noteholders.
      The
      Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
      may,
      with prior consent of the Rating Agencies and the Insurer, and with the consent
      of the Holders of not less than a majority of the Outstanding Amount of the
      Class A Notes, by Act of such Holders delivered to the Issuer and the Indenture
      Trustee, enter into an indenture or indentures supplemental hereto for the
      purpose of adding any provisions to, or changing in any manner or eliminating
      any of the provisions
      of, this Indenture or of modifying in any manner
      the rights
      of
      the Holders of the Class
      A Notes
      under this Indenture; provided, however, that no such supplemental indenture
      shall, without the consent of the Holder of each Outstanding Class A Note
      affected thereby:

     

    (a) change
      the date of payment of any installment of principal of or interest on any Class
      A Note, or reduce the principal amount thereof, the interest rate thereon or
      the
      amount required to be paid on the Class A Notes following the exercise of the
      option set forth in Section 8.01 of the Sale and Servicing Agreement, 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 Class A Notes, or change any place of payment where, or the
      coin
      or currency in which, any Class A 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 herein, to the payment of any such amount due on the Class A Notes
      on
      or after the respective due dates thereof (or, in the case of redemption, on
      or
      after the Redemption Date);

     

    (b) reduce
      the percentage of the Outstanding Amount of the Class A Notes, the consent
      of
      the Holders of which is required for any such supplemental indenture, or the
      consent of the Holders of which is required 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”;

     

    (d) reduce
      the percentage of the Outstanding Amount of the Class A Notes required to direct
      the indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate
      pursuant to Section 5A above;

     

    (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
      Transaction Documents cannot be modified or waived without the consent of the
      Holder of each Outstanding Class A Note affected thereby;

     

    (f) modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      Class A 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 tanking prior to or on a panty with the lien of this
      indenture with respect to any part of the Trust Estate or, except as otherwise
      expressly permitted or contemplated herein, terminate the lien of this Indenture
      on any property at any time subject hereto or deprive the Holder of any Class
      A
      Note of the security provided by the lien of this Indenture;
      provided further, that such action shall not, as evidenced by an Opinion of
      Counsel, cause the Issuer to be subject to an entity level tax.

     

    


    
      
        
          
          

        

        
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    In
      connection with requesting the consent of the Noteholders pursuant to this
      Section 9.2, the Indenture Trustee shall mail to the Holders of the Class A
      Notes to which such amendment or supplemental indenture relates a notice setting
      forth in general terns the substance of such supplemental indenture at the
      Issuer’s expense. It shall not be necessary for any Act of Noteholders under
      this Section 9.2 to approve the particular form of any proposed supplemental
      indenture, but it shall be sufficient if such Act shall approve the substance
      thereof.

     

    Section
      9.3 Execution
      of Supplemental Indentures.
      In
      executing, or permitting the additional trusts created by, any supplemental
      indenture permitted by this Article IX or the modification thereby of the trusts
      created by this Indenture, the Indenture Trustee shall be entitled to receive,
      and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon,
      an Opinion of Counsel stating that the execution of such supplemental indenture
      is auth6rized or permitted by this Indenture and all conditions precedent to
      the
      execution of such supplemental indenture
      have been met. 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
      9.4 Effect
      of Supplemental Indenture.
      Upon
      the execution of any supplemental indenture pursuant to the provisions hereof,
      this Indenture shall be deemed to be modified and amended in accordance
      therewith with respect to the Class A Notes affected thereby, and the respective
      rights, limitations of rights, obligations, duties, liabilities and immunities
      under this Indenture of the Indenture Trustee, the Issuer and the Holders of
      the
      Class A Notes shall thereafter be determined, exercised and enforced hereunder
      subject in all respects to such modifications and amendments, and all the terms
      and conditions of any such supplemental indenture shall be and be deemed to
      be
      part of the terms and conditions of this Indenture for any and all
      purposes.

     

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

     

    Section
      9.6 Reference
      in Notes to Supplemental Indentures.
      Class A
      Notes authenticated and delivered after the execution of any supplemental
      indenture pursuant to this Article IX 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 Issuer or the
      indenture Trustee shall so determine, new Class A Notes so modified as to
      conform, in the opinion of the Indenture Trustee and the Issuer, to any such
      supplemental indenture may be prepared and executed by the Issuer and
      authenticated and delivered by the Indenture Trustee in exchange for Outstanding
      Class A Notes.

     

    
      
        
        

      

      
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    ARTICLE
      X

    REDEMPTION
      OF NOTES

     

    Section
      10.1 Redemption.
      The
      Master Servicer may effect an early termination of the Class A Notes pursuant
      to
      Section 8.01 of the
      Sale and
      Servicing Agreement
      on or after any Payment Date on which the Class
      A
      Note Principal Balance is less than or equal to 10% of the Original Class A
      Note
      Principal
      Balance by purchasing, on the next succeeding Payment Date, all of the
      outstanding Mortgage
      Loans and REO Properties
      at
      the Termination Price,
      pursuant to the provisions of
      Section
      8.01(b) of the Sale and Servicing Agreement.

     

    The
      Indenture Trustee shall furnish
      notice of any such redemption in accordance with
      Section
      8.01 of the Sale and Servicing Agreement.

     

    ARTICLE
      XI

    MISCELLANEOUS

     

    Section
      11.1 Compliance
      Certificates and Opinions, etc.


     

    (a) Upon
      any
      application or request by the Issuer made to the Indenture Trustee to take
      any
      action under any provision of this Indenture, the Issuer shall furnish to the
      Indenture Trustee
      and to the Insurer (i) an Officer’s Certificate
      stating that all conditions precedent, if any,
      provided
      for in this Indenture relating to the proposed action have been complied with,
      (ii) an Opinion of Counsel stating that in the opinion of such counsel all
      such
      conditions precedent, if any,
      have been
      complied with
      and
      (iii) (if required
      by the TIA) an Independent Certificate from a
      firm of
      certified public accountants meeting the applicable requirements of this Section
      11, 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; a
      statement that, in the opinion of each such signatory, such signatory
      has made such examination or investigation as is necessary to enable
      such signatory to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

     

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

     

    (b) (i)
      Prior
      to the deposit of any Collateral or other property or securities with the
      Indenture Trustee that is to be made the basis for the release of any property
      or securities subject to the lien of this Indenture (except in the case of
      the
      release of Mortgage Loans in accordance with the Sale and Servicing Agreement),
      the Issuer shall, in addition to any obligation imposed in Section 11.1(a)
      herein 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 Issuer
      of the Collateral or other property or securities to be so
      deposited.

     

    


    
      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

    

     

    (ii) Whenever
      the Issuer 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 clause (i) above, the Issuer shall also deliver to the
      Indenture Trustee an independent Certificate as to the same matters, if the
      fair
      value to the Issuer of the Collateral, other property or securities to be so
      deposited and of all other such Collateral, other property or securities made
      the basis of any such withdrawal or release since the commencement of the then
      current fiscal year of the Issuer, as set forth in the certificates delivered
      pursuant to clause (i) above and this clause (ii), is 10% or more of the
      aggregate Class A Note Principal Balance of the Class A Notes, but such a
      certificate need not be furnished with respect to any securities so deposited,
      if the fair value thereof to the Issuer as set forth in the related Officer’s
      Certificate is less than either (A) $25,000 or (B) one percent of the aggregate
      Class A Note Principal Balance of the Class A Notes.

     

    (iii) Whenever
      any property or securities are to be released from the lien of this Indenture,
      the Issuer 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.

     

    (iv) Whenever
      the Issuer 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 clause (iii) above, the Issuer 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 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 clause
      (iii)
      above and this clause (iv), equals 10% or more of the aggregate Class A Note
      Principal Balance of the Class A Notes, 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 then aggregate Class A Note Principal Balance of the Class A
      Notes.

     

    Section
      11.2 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.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    Any
      certificate or opinion of an Authorized Officer of the Issuer may be based,
      insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such
      officer knows, or in the exercise of reasonable care should know, that the
      certificate or opinion or representations with respect to the matters upon
      which
      such officer’s certificate or opinion is based are erroneous. Any such
      certificate of an Authorized Officer or Opinion of Counsel may be based, insofar
      as it relates to factual matters, upon a certificate or opinion of, or
representations
      by, an officer or officers of the Master Servicer, the Transferor or the Issuer,
      stating that
      the
      information with respect to such factual matters is in the possession of the
      Master Servicer, the Transferor or the Issuer, unless such counsel knows, or
      in
      the exercise of reasonable care should know, that the certificate or opinion
      or
      representations with respect to such matters are erroneous.

    


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

     

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

     

    Section
      11.3 Acts
      of Noteholders.

     

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

     

    Proof
      of
      execution of any such instrument or of a writing appointing any such agent
      shall
      be sufficient for any purpose of this Indenture and (subject to Section 6.1
      hereof) conclusive in favor
      of
      the Indenture Trustee
      and the Issuer, if made in the manner provided in this Section
      11.3.

     

    (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.

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Section
      11.4 Notices.
      Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Noteholders or other documents provided or permitted by this Indenture shall
      be
      in writing and if such request, demand, authorization, direction, notice,
      consent, waiver or Act of Noteholders is to be made upon, given or furnished
      to
      or filed with:

     

    (a) the
      Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for
      every purpose hereunder if made, given, furnished or filed in writing to or
      with
      the Indenture Trustee at its Corporate Trust Office, the Indenture Trustee
      shall
      promptly transmit any notice received by it from the Noteholders or the Issuer
      to the Insurer, or

     

    (b) the
      Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
      every purpose hereunder if in writing and mailed first class, postage prepaid
      to
      the Issuer addressed to: First Horizon ABS Trust 2006-HE-1, in care of
      Wilmington Trust Company, as Owner Trustee, Rodney Square North, 1100 North
      Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
      Department; and to the Master Servicer addressed to: First Tennessee Bank
      National Association, 165 Madison Avenue, 8th
      Floor,
      Memphis, Tennessee 38103, Attention: Mr. Charles Rutledge, or at any other
      address previously furnished in writing to the Indenture Trustee by the Issuer
      or the Administrator. The Issuer shall promptly transmit any notice received
      by
      it from the Noteholders to the Indenture Trustee and from the Noteholders,
      the
      Indenture Trustee or the Issuer to the insurer.

     

    (c) the
      Insurer, by the Issuer, the Indenture Trustee or by any Noteholders shall be
      sufficient for every purpose hereunder to in writing and mailed, first-class
      postage pre-paid, or personally delivered to: 125 Park Avenue, New York, NY
      10017, Attention: Structured Finance Surveillance - First Horizon ABS Trust,
      Series 2006-HE1, Facsimile: (212) 312-3220, Confirmation: (800) 352-0001, Email:
      SFSurveillance@fgic.com
      (in each
      case in which notice or other communication to the Insurer refers to an Event
      of
      Default, a claim on the Policy or with respect to which failure on the part
      of
      the Insurer to respond shall be deemed to constitute consent or acceptance,
      then
      a copy of such notice or other communication should also be sent to the
      attention of the general counsel of the Insurer, in all cases, both any original
      and all copies shall be marked to indicate “URGENT MATERIAL ENCLOSED”. The
      Insurer shall promptly transmit any notice received by it from the Issuer,
      the
      Indenture Trustee or the Noteholders to the Issuer or Indenture Trustee, as
      the
      case may be.

     

    Notices
      required to be given to the Rating Agencies by the Indenture Trustee or the
      Owner Trustee shall be in writing, personally delivered or mailed by certified
      mail, return receipt requested,
      to (i) in the case of Standard & Poor’s, at the following address: 55 Water
      Street, New York, New York 10041 and (ii) in the case of Moody’s, at the
      following address: 99 Church Street, 6th Floor, New York, New York 10007,
      Attention: Residential Mortgage Monitoring; or as to each of the foregoing,
      at
      such other address as shall be designated by written notice to the other
      parties.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created
      hereunder.

     

    Section
      11.6 Rights
      of the Insurer to Exercise Rights of Noteholders.
      By
      accepting its Class A Note, each Noteholder agrees that unless an Insurer
      Default exists,
      the Insurer shall have the right to exercise all rights of the Noteholders
      as
      specified under
      this
      Agreement without any further consent of the Noteholders. Any right conferred
      to
      the Insurer hereunder shall be suspended and shall run to the benefit of the
      Noteholders during any period in which there exists an Insurer Default,
      provided, however, that during an Insurer Default, the consent of the Insurer
      must be obtained with respect to any amendments that may materially adversely
      affect the Insurer. Upon the payment of any Insurance Policy Payment Amount
      in
      accordance with the terms of the Insurance Policy, the Insurer shall be fully
      subrogated to the rights of the Noteholders to receive the amount so paid and
      shall be deemed to be a Noteholder with respect thereto.

     

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

     

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

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

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

     

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

    


    Section
      11.10 Separability.
      In
      case
      any provision in this Indenture or in the Class A
      Notes
      shall be invalid, illegal or unenforceable, the validity, legality, and
      enforceability of the remaining provisions shall not in any way be affected
      or
      impaired thereby.

     

    Section
      11.11 Benefits
      of Indenture.
      Nothing
      in this Indenture or in the Class A Notes, express or implied, shall give to
      any
      Person, other than the parties hereto and their successors
      hereunder, and the Noteholders, the Insurer, and any other party
      secured
      hereunder, and
      any
      other Person with an ownership interest in any part
      of the
      Trust Estate, any benefit or
      any
      legal or equitable right, remedy or claim under this Indenture.

     

    Section
      11.12 Legal
      Holidays.
      In any
      case where the date on which any payment isdue
      shall
      not be a Business Day, then (notwithstanding any other provision of the Class
      A
      Notes
      or this
      Indenture) payment need not be made on such date, but may be made on the next
      succeeding Business Day with the same force and effect as if made on the date
      on
      which nominally
      due, and no interest shall accrue for
      the
      period from
      and
      after any such nominal date.

     

    Section
      11.13 GOVERNING
      LAW.
      THIS
      INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
      RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMR-4ED IN ACCORDANCE
      WITH SUCH LAWS.

     

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

     

    Section
      11.16 Trust
      Obligation.
      No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer, the Owner Trustee or the Indenture Trustee on the Class
A
      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 Issuer 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 Issuer, the
      Owner Trustee or the Indenture Trustee or of any successor or assign of the
      Indenture Trustee or the Owner Trustee in its individual capacity, except as
      any
      such Person may have expressly agreed (it being understood that the Indenture
      Trustee and the Owner Trustee have no such obligations in their individual
      capacity) and except that any such partner, owner or beneficiary shall be fully
      liable, to the extent provided by applicable law, for any unpaid consideration
      for stock, unpaid capital
      contribution or failure to pay any installment or call owing to such entity.
      For
      all purposes of this Indenture, in the performance of any duties or obligations
      of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled
      to
      the benefits of, the terms and provisions of Articles VI, VII and VIII of the
      Trust Agreement.

     

    


    
      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

    

    


    Section
      11.17 No
      Petition.
      The
      Indenture Trustee, by entering into this Indenture, and each Noteholder, by
      accepting a Class A Note, hereby covenant and agree that they will not at any
      time institute against the Transferor (and any wholly-owned subsidiary thereof),
      the Depositor, the Master Servicer or the Issuer, or join in any institution
      against the Transferor (and any wholly-owned subsidiary thereof), the Depositor,
      the Master Servicer or the Issuer of, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings, or other proceedings under
      any United States federal or state bankruptcy or similar law in connection
      with
      any obligations relating to the Class A Notes, this Indenture or any of the
      Transaction Documents.

     

    Section
      11.18 Inspection.
      The
      Issuer shall, upon the reasonable request of the Indenture Trustee or Insurer,
      permit the Indenture Trustee or Insurer or their authorized agents, or cause
      the
      Indenture Trustee or Insurer or their authorized agents to be permitted (in
      the
      case of the Issuer) to inspect the books and records of the Issuer as they
      may
      relate to the Notes, the obligations of the Issuer under the Transaction
      Documents to which it is a party and the Transaction. Such inspections and
      discussions shall be conducted during normal business hours and shall not
      unreasonably disrupt the business of the Issuer. The books and records of the
      Issuer shall be maintained at the address of the Issuer designated in this
      Indenture for receipt of notices.

     

    Section
      11.19 Inconsistencies
      With the Sale and Servicing Agreement.
      In the
      event certain provisions of this Agreement conflict with the provisions of
      the
      Sale and Servicing Agreement, the parties hereto agree that the provisions
      of
      the Sale and Servicing Agreement shall be controlling.

     

    Section
      11.20 Third
      Party Beneficiaries.
      This
      Indenture will inure to the benefit of and be binding upon the parties hereto,
      the Noteholders, the Note Owners, the Insurer and their respective successors
      and permitted assigns. Except as otherwise provided in this Indenture, no other
      person will have any right or obligation hereunder.

     

    


    
      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

    

    



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

     

    
      	 	
              FIRST
                HORIZON ABS TRUST 2006-HE-1

            
	 	 
	 	
              By: Wilmington
                Trust Company,

            
	 	
              not
                in its individual capacity but

            
	 	
              solely
                as Owner Trustee

            
	 	 
	 	 
	 	
              By: ______________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but

            
	 	
              solely
                as Indenture Trustee

            
	 	 
	 	 
	 	
              
                By: ______________________________

              

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    


    
      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

    

     

    
      	
              STATE
                OF DELAWARE

            	
              )

            	 
	 	
              )

            	
              ss:

            
	
              COUNTY
                OF NEWCASTLE

            	
              )

            	 


    

    


    BEFORE
      ME, the undersigned authority, a Notary Public in and for said county and state,
      on this day personally appeared _________________________ known to me to be
      the
      person and officer whose name is subscribed to the foregoing instrument and
      acknowledged to me that the same was the act of the said WILMINGTON TRUST
      COMPANY, not in its individual capacity, but solely as Owner Trustee on behalf
      of FIRST HORIZON ABS TRUST 2006-HE-1, a Delaware statutory trust, and that
      such
      person executed the same as the act of said statutory trust for the purpose
      and
      consideration therein expressed, and in the capacities therein
      stated.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE, this 30th
      day of
      March, 2006.

    


     

    
      	 	_____________________________________
Notary Public in and for
              the State of Delaware


    

     

    


    (Seal)

    


    My
      commission expires:

    __________________________

    


    


    
      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

    

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


    BEFORE
      ME, the undersigned authority, a Notary Public in and for said county and state,
      on this day personally appeared _________________________ known to me to be
      the
      person and officer whose name is subscribed to the foregoing instrument and
      acknowledged to me that the same was the act of THE BANK OF NEW YORK, a New
      York
      banking corporation, and that such person executed the same as the act of said
      statutory trust for the purpose and consideration therein expressed, and in
      the
      capacities therein stated.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE, this 30th
      day of
      March, 2006.

     

     

    
      
        	 	_____________________________________
Notary Public in and for
                the State of New York


      

    

    


    


    (Seal)

    


    My
      commission expires:

    __________________________


     

    


    
      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    


     

    


     

    


     

    


    
      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      A

    FORM
      OF CLASS A NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC” ), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

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

     

    
      	
              No.

            	
              CUSIP
                NO.

            
	 	 
	
              Aggregate
                Class Note Principal Balance:

            	
              Denomination
                of this Class A Note:

            
	
              $

            	
              $

            


    

    


    FIRST
      HORIZON ABS TRUST 2006-HE-1

     

    FIRST
      HORIZON HELOC NOTES, SERIES 2006-HE-1, CLASS A

     

    FIRST
      HORIZON ABS TRUST 2006-HE-1, a statutory trust organized and existing
under
      the
      laws of the State of Delaware (herein referred
      to
      as the “Trust”), for value received,
      hereby
      promises to pay to Cede & Co., or registered assignees, the principal sum
      of

     

    $____________
      payable on each Payment Date in an amount equal to the result obtained by
      multiplying (i) a fraction the numerator of which is the initial principal
      amount of this Class A Note and the denominator of which is the aggregate
      principal amount of all Class A Notes by (ii) the aggregate amount, if any,
      payable from the Distribution Account in respect of principal on the Class
      A
      Note pursuant to Section 5.01 of the Sale and Servicing Agreement dated as
      of
      March 1, 2006 (the “Sale and Servicing Agreement”), among the Trust, First
      Horizon Asset Securities Inc., as Depositor (the “Depositor”), First Tennessee
      Bank National Association as Seller and Master Servicer (“FTBN”), and The Bank
      of New York, a New York banking corporation, as Indenture Trustee (the
“Indenture Trustee”); provided, however, that the entire unpaid principal amount
      of this Note shall be due and payable on the earliest to occur of (i) the
      Payment Date occurring in October 2034 (the “Final Maturity Date”), (ii) any
      termination date pursuant to Section 8.01 of the Sale and Servicing Agreement
      or
      (iii) the date on which an Event of Default under the Indenture dated as of
      March 1, 2006, between the Trust and the Indenture Trustee shall have occurred
      and be continuing, if the Insurer or the Indenture Trustee or the Holders of
      Notes representing not less than a majority of the Outstanding Amount of the
      Notes, in either such case with the written consent of the Insurer, have
      declared the Notes to be immediately due and payable in the manner provided
      in
      Section 5.2 of the Indenture. Capitalized terms used but not defined herein
      are
      defined in Article I of the Indenture, which also contains rules as to
      construction that shall be applicable herein.

     

    


    
      
        
          
          

        

        
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    The
      Trust
      will pay interest on this Note at the rate per annum described in the Sale
      and
      Servicing Agreement with respect to the Class A Note on the principal amount
      of
      this Note outstanding on the preceding Payment Date (after giving effect to
      all
      payments of principal made on the preceding Payment Date) on each Payment Date
      until the principal of this Note is paid or made available for payment in full.
      Interest on this Note will accrue for each Payment Date during the period from
      the preceding Payment Date to the day preceding such Payment Date (or, in the
      case of the first Payment Date, the period from the Closing Date to the day
      preceding the First Payment Date) (each, an “Interest Period”). Interest will be
      computed on the basis of the actual number of days in each Interest Period
      and a
      360-day year. Such principal of and interest on this Note shall be paid in
      the
      manner specified on the reverse hereof.

     

    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts. All payments made by the Trust with respect
      to this Note shall be applied first to interest due and payable on this Note
      as
      provided above and then to the unpaid principal) of this Note.

     

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

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Note shall not be
      entitled to any benefit under the Indenture referred to on the reverse hereof,
      or be valid or obligatory for any purpose.

     

    


     

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the Trust has caused this instrument to be signed, manually
      or
      in facsimile, by its Authorized Officer, as of the date set forth
      below.

     

    Date: ________
      ___, 20__

     

    
      	 	
              FIRST
                HORIZON ABS TRUST 2006-HE-1

            
	 	 
	 	
              By:
                Wilmington Trust Company,

            
	 	
              not
                in its individual capacity but

            
	 	
              solely
                as Owner Trustee

            
	 	 
	 	 
	 	
              By: ________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes designated above and referred to in the within mentioned
      Indenture.

     

    Date: ________
      _____, 20__

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but

            
	 	
              solely
                as Indenture Trustee

            
	 	 
	 	 
	 	
              
                By: ________________________________

              

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    (REVERSE
      OF NOTE)

     

    This
      Note
      is one of a duly authorized issue of Notes of the Trust, designated as its
      First
      Horizon HELOC Notes, Series 2006-HE-1 Class A, 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
      Trust, the Indenture Trustee and the Holders of the Notes. The Class A Notes
      are
      subject to all terms of the Indenture.

     

    The
      Class
      A Notes are and will be secured by the collateral pledged as security therefor
      as provided in the Indenture.

     

    Principal
      of the Class A Notes will be payable on each Payment Date in an amount described
      on the face hereof. “Payment Date” means the 25th day of each month, or, if any
      such date is not a Business Day, the next succeeding Business Day, commencing
      in
      April 2006.

     

    As
      described above, the entire unpaid principal amount of this Note shall be due
      and payable on the earlier of the Final Maturity Date and any termination date
      pursuant to Section 8.01 of the Sale and Servicing Agreement. Notwithstanding
      the foregoing, the entire unpaid principal amount of the Notes shall be due
      and
      payable on the date on which an Event of Default under the Indenture shall
      have
      occurred and be continuing and the Insurer or the Indenture Trustee, at the
      direction or upon the prior written consent of the Holders of the Notes I
      representing not less than a majority of the Outstanding Amount of the Notes
      and
      with the written consent of the Insurer, shall have declared the Notes to be
      immediately due and payable in the manner provided in Section 5.2 of the
      Indenture. All principal payments on the Class A Notes shall be made pro rata
      to
      the Holders of the Class A Notes entitled thereto.

     

    


    
      
        
          
          

        

        
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    Payments
      of interest on this Note due and payable on each Payment Date, together with
      the
      related installment of principal, if any, to the extent not in full payment
      of
      this Note, shall be made by wire transfer of immediately available funds to,
      or
      by check mailed to, the Person whose name appears as the Registered Holder
      of
      this Note (or one or more Predecessor Notes) on the Note Register as of the
      close of business on each Record Date, except that with respect to Notes
      registered on the Record Date in the name of the nominee of the Clearing Agency
      (initially, such nominee to be Cede & Co.), payments will be made by wire
      transfer in immediately available funds to the account designated by such
      nominee. Such checks shall be mailed to the Person entitled thereto at the
      address of such Person as it appears on the Note Register as of the applicable
      Record Date without requiring that this Note be submitted for notation of
      payment. Any reduction in the principal amount of this 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 Note and of any 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 Note on a Payment Date, then the Indenture Trustee, in the name of and
      on
      behalf of the Trust, 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 Note at the Indenture Trustee’s principal Corporate Trust Office or at
      the office of the Indenture Trustee’s agent appointed for such purposes located
      in New York, New York.

     

    As
      provided in the Sale and Servicing Agreement, the Class A Notes may be redeemed
      in whole, but not in part, at the option of the Master Servicer, on any Payment
      Date on and after the date on which the Class A Note Principal Balance is less
      than or equal to 10% of the Original Class A Note Principal
      Balance.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Note may be registered on the Note Register upon surrender
      of this Note for registration of transfer at the office or agency designated
      by
      the Trust pursuant to the Indenture, duly endorsed by, or 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 Notes of 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 Note, but the Trust may require payment of a sum sufficient to cover any
      tax or other governmental charge that may be imposed in connection with any
      such
      registration of transfer or exchange. By acquiring this Note, the Noteholder
      hereof shall be deemed to represent and warrant that either (a) it is not
      acquiring the Note with the plan assets of an “employee benefit plan” as defined
      in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “plan” as
      defined in Section 4975 of the Code; of (b) the acquisition and holding of
      the
      Note will not give rise to a nonexempt prohibited transaction under Section
      406(a) of ERISA or Section 4975 of the Code.

     

    


    
      
        
          
          

        

        
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    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a security entitlement with respect to a Note, covenants and agrees
      that
      no recourse may be taken, directly or indirectly, with respect to the
      obligations of the Trust, the Owner Trustee or the Indenture Trustee on the
      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 Trust
      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 Trust, 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
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a security entitlement with respect to a Note, covenants and agrees
      by
      accepting the benefits of the Indenture that such Noteholder or Note Owner
      will
      not at any time institute against the Depositor or the Trust, or join in any
      institution against the Depositor or the Trust of, any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceedings under any
      United States federal or state bankruptcy or similar law in connection with
      any
      obligations relating to the Notes, the Indenture or the Transaction
      Documents.

     

    The
      Trust
      has entered into. the Indenture and this Note is issued with the intention
      that,
      for federal, state and local income, single business and franchise tax purposes,
      the Notes will qualify as indebtedness of the Trust secured by the Trust Estate.
      Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance
      of a
      beneficial interest in a Note), agrees to treat the Notes for federal, state
      and
      local income, single business and franchise tax purposes as indebtedness of
      the
      Trust.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Trust, the
      Indenture Trustee and any agent of the Trust or the Indenture Trustee may treat
      the Person in whose name this 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 Note be overdue, and none of the
      Trust, 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 Trust and
      the
      rights of the Holders of the Notes under the Indenture at any time by the Trust
      with the consent of the Holders of Notes representing a majority of the
      Outstanding Amount of all Notes at the time Outstanding The Indenture also
      contains provisions permitting the Holders of Notes representing specified
      percentages of the Outstanding Amount of the Notes, on behalf of the Holders
      of
      all the Notes, to waive compliance by the Trust 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 Note (or any one or more
      Predecessor Notes) shall be conclusive and binding upon such Holder and upon
      all
      future Holders of this Note and of any 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 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 Holders of the Notes issued
      thereunder.

     

    


    
      
        
          
          

        

        
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    The
      term
“Trust” as used in this Note includes any successor to the Trust under the
      Indenture.

     

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

     

    This
      Note
      and the Indenture shall be construed in accordance with the laws of the State
      of
      New York, without reference to its conflict of law provisions, 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 Note or of the
      Indenture shall alter or impair the obligation of the Trust, which is absolute
      and unconditional, to pay the principal of and interest on this 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
      Transaction Documents, none of the Trust in its individual capacity, the Owner
      Trustee in its individual capacity, any owner of a beneficial interest in the
      Trust, 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 Note or performance of, or omission to perform, any of the
      covenants, obligations or indemnifications contained in the Indenture. The
      Holder of this Note by its acceptance hereof agrees that, except as expressly
      provided in the Transaction Documents, in the case of an Event of Default under
      the Indenture, the 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 Trust for any and all liabilities, obligations and
      undertakings contained in the Indenture or in this Note.

     

    


    
      
        
          
          

        

        
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    ASSIGNMENT

     

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

    


     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers 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:
      _____________________

     

    
      
        	 	
                _____________________________________*/

                Signature
                  Guaranteed:

              
	 	 
	 	 
	 	_____________________________________*/ 


      

    

     

     

    ______________________

     

    */
      NOTICE: The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within 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.

     

    
      
        
        

      

      
        75