AMERICAN
      HOME MORTGAGE INVESTMENT TRUST 2006-1

     

    ISSUING
      ENTITY

     

    WELLS
      FARGO BANK, N.A.

     

    SECURITIES
      ADMINISTRATOR

     

    AND

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY

     

    INDENTURE
      TRUSTEE

     

    INDENTURE

     

    DATED
      AS
      OF MARCH 29, 2006

     

    MORTGAGE-BACKED
      NOTES

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    TABLE
      OF CONTENTS

     

     

    
      	 	 	 	
              Page

            
	
               

              ARTICLE
                I

               

            
	
               

              DEFINITIONS

               

            
	
              Section
                1.01 

            	 	
              Definitions

            	
              2

            
	
              Section
                1.02 

            	 	
              Incorporation
                by Reference of Trust Indenture Act

            	
              2

            
	
              Section
                1.03 

            	 	
              Rules
                of Construction

            	
              2

            
	
               

              ARTICLE
                II

               

            
	
               

              ORIGINAL
                ISSUANCE OF NOTES

               

            
	
              Section
                2.01 

            	 	
              Form

            	
              4

            
	
              Section
                2.02 

            	 	
              Execution,
                Authentication and Delivery

            	
              4

            
	
              Section
                2.03 

            	 	
              Acceptance
                of Mortgage Loans by Indenture Trustee

            	
              4

            
	
              Section
                2.04 

            	 	
              Acceptance
                of Cap Contracts and Corridor Contract by Indenture
                Trustee

            	
              6

            
	
               

              ARTICLE
                III

               

            
	
               

              COVENANTS

               

            
	
              Section
                3.01 

            	 	
              Collection
                of Payments with respect to the Mortgage Loans

            	
              6

            
	
              Section
                3.02 

            	 	
              Maintenance
                of Office or Agency

            	
              6

            
	
              Section
                3.03 

            	 	
              Money
                for Payments To Be Held in Trust; Paying Agent

            	
              6

            
	
              Section
                3.04 

            	 	
              Existence

            	
              8

            
	
              Section
                3.05 

            	 	
              Payment
                of Available Funds

            	
              8

            
	
              Section
                3.06 

            	 	
              [Reserved]

            	
              14

            
	
              Section
                3.07 

            	 	
              [Reserved]

            	
              14

            
	
              Section
                3.08 

            	 	
              [Reserved]

            	
              14

            
	
              Section
                3.09 

            	 	
              [Reserved]

            	
              14

            
	
              Section
                3.10 

            	 	
              Other
                Matters With Respect to the Notes.

            	
              14

            
	
              Section
                3.11 

            	 	
              Protection
                of Trust Estate

            	
              15

            
	
              Section
                3.12 

            	 	
              Opinions
                as to Trust Estate

            	
              16

            
	
              Section
                3.13 

            	 	
              Performance
                of Obligations

            	
              17

            
	
              Section
                3.14 

            	 	
              Negative
                Covenants

            	
              17

            
	
              Section
                3.15 

            	 	
              Annual
                Statement as to Compliance

            	
              18

            
	
              Section
                3.16 

            	 	
              Representations
                and Warranties Concerning the Mortgage Loans

            	
              18

            
	
              Section
                3.17 

            	 	
              Amendments
                to Servicing Agreement

            	
              18

            
	
              Section
                3.18 

            	 	
              Servicer
                as Agent and Bailee of the Indenture Trustee

            	
              18

            
	
              Section
                3.19 

            	 	
              Investment
                Company Act

            	
              18

            
	
              Section
                3.20 

            	 	
              Issuing
                Entity May Consolidate, etc.

            	
              19

            
	
              Section
                3.21 

            	 	
              Successor
                or Transferee

            	
              21

            
	
              Section
                3.22 

            	 	
              No
                Other Business

            	
              21

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                3.23 

            	 	
              No
                Borrowing

            	
              21

            
	
              Section
                3.24 

            	 	
              Guarantees,
                Loans, Monthly Advances and Other Liabilities

            	
              21

            
	
              Section
                3.25 

            	 	
              Capital
                Expenditures

            	
              21

            
	
              Section
                3.26 

            	 	
              Determination
                of Note Interest Rate

            	
              21

            
	
              Section
                3.27 

            	 	
              Restricted
                Payments

            	
              22

            
	
              Section
                3.28 

            	 	
              Notice
                of Events of Default

            	
              22

            
	
              Section
                3.29 

            	 	
              Further
                Instruments and Acts

            	
              22

            
	
              Section
                3.30 

            	 	
              Statements
                to Noteholders

            	
              22

            
	
              Section
                3.31 

            	 	
              [Reserved]

            	
              22

            
	
              Section
                3.32 

            	 	
              [Reserved]

            	
              22

            
	
              Section
                3.33 

            	 	
              [Reserved]

            	
              22

            
	
              Section
                3.34 

            	 	
              Replacement
                Derivative Contracts

            	
              22

            
	
              Section
                3.35 

            	 	
              [Reserved]

            	
              23

            
	
              Section
                3.36 

            	 	
              [Reserved]

            	
              23

            
	
              Section
                3.37 

            	 	
              Certain
                Representations Regarding the Trust Estate

            	
              23

            
	
              Section
                3.38 

            	 	
              Allocation
                of Realized Losses

            	
              24

            
	
               

              ARTICLE
                IV

               

            
	
               

              THE
                NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

               

            
	
              Section
                4.01 

            	 	
              The
                Notes

            	
              26

            
	
              Section
                4.02 

            	 	
              Registration
                of and Limitations on Transfer and Exchange of Notes; Appointment
                of Note
                Registrar and Certificate Registrar

            	
              26

            
	
              Section
                4.03 

            	 	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            	
              29

            
	
              Section
                4.04 

            	 	
              Persons
                Deemed Owners

            	
              29

            
	
              Section
                4.05 

            	 	
              Cancellation

            	
              30

            
	
              Section
                4.06 

            	 	
              Book-Entry
                Notes

            	
              30

            
	
              Section
                4.07 

            	 	
              Notices
                to Depository

            	
              31

            
	
              Section
                4.08 

            	 	
              Definitive
                Notes

            	
              31

            
	
              Section
                4.09 

            	 	
              Tax
                Treatment

            	
              31

            
	
              Section
                4.10 

            	 	
              Satisfaction
                and Discharge of Indenture

            	
              31

            
	
              Section
                4.11 

            	 	
              Application
                of Trust Money

            	
              33

            
	
              Section
                4.12 

            	 	
              [Reserved]

            	
              33

            
	
              Section
                4.13 

            	 	
              Repayment
                of Monies Held by Paying Agent

            	
              33

            
	
              Section
                4.14 

            	 	
              Temporary
                Notes

            	
              33

            
	
              Section
                4.15 

            	 	
              Representation
                Regarding ERISA

            	
              33

            
	
               

              ARTICLE
                V

               

            
	
               

              DEFAULT
                AND REMEDIES

               

            
	
              Section
                5.01 

            	 	
              Events
                of Default

            	
              35

            
	
              Section
                5.02 

            	 	
              Acceleration
                of Maturity; Rescission and Annulment

            	
              35

            
	
              Section
                5.03 

            	 	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee

            	
              36

            
	
              Section
                5.04 

            	 	
              Remedies;
                Priorities

            	
              38

            
	
              Section
                5.05 

            	 	
              Optional
                Preservation of the Trust Estate

            	
              39

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                5.06 

            	 	
              Limitation
                of Suits

            	
              40

            
	
              Section
                5.07 

            	 	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest

            	
              41

            
	
              Section
                5.08 

            	 	
              Restoration
                of Rights and Remedies

            	
              41

            
	
              Section
                5.09 

            	 	
              Rights
                and Remedies Cumulative

            	
              41

            
	
              Section
                5.10 

            	 	
              Delay
                or Omission Not a Waiver

            	
              41

            
	
              Section
                5.11 

            	 	
              Control
                By Noteholders

            	
              41

            
	
              Section
                5.12 

            	 	
              Waiver
                of Past Defaults

            	
              42

            
	
              Section
                5.13 

            	 	
              Undertaking
                for Costs

            	
              42

            
	
              Section
                5.14 

            	 	
              Waiver
                of Stay or Extension Laws

            	
              42

            
	
              Section
                5.15 

            	 	
              Sale
                of Trust Estate

            	
              43

            
	
              Section
                5.16 

            	 	
              Action
                on Notes

            	
              44

            
	
              Section
                5.17 

            	 	
              Performance
                and Enforcement of Certain Obligations

            	
              44

            
	
               

              ARTICLE
                VI

               

            
	
               

              THE
                INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

               

            
	
              Section
                6.01 

            	 	
              Duties
                of Indenture Trustee and Securities Administrator

            	
              46

            
	
              Section
                6.02 

            	 	
              Rights
                of Indenture Trustee and the Securities Administrator

            	
              47

            
	
              Section
                6.03 

            	 	
              Individual
                Rights

            	
              49

            
	
              Section
                6.04 

            	 	
              Indenture
                Trustee’s and Securities Administrator’s Disclaimer

            	
              49

            
	
              Section
                6.05 

            	 	
              Notice
                of Event of Default

            	
              49

            
	
              Section
                6.06 

            	 	
              Reports
                by Securities Administrator to Holders and Tax
                Administration

            	
              49

            
	
              Section
                6.07 

            	 	
              Compensation
                and Indemnity

            	
              49

            
	
              Section
                6.08 

            	 	
              Replacement
                of Indenture Trustee and the Securities Administrator

            	
              50

            
	
              Section
                6.09 

            	 	
              Successor
                Indenture Trustee and Successor Securities Administrator by
                Merger

            	
              51

            
	
              Section
                6.10 

            	 	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee

            	
              52

            
	
              Section
                6.11 

            	 	
              Eligibility;
                Disqualification

            	
              53

            
	
              Section
                6.12 

            	 	
              Preferential
                Collection of Claims Against Issuing Entity

            	
              53

            
	
              Section
                6.13 

            	 	
              Representations
                and Warranties

            	
              53

            
	
              Section
                6.14 

            	 	
              Directions
                to Indenture Trustee

            	
              54

            
	
              Section
                6.15 

            	 	
              The
                Agents

            	
              54

            
	
              Section
                6.16 

            	 	
              Administrative
                Duties

            	
              54

            
	
              Section
                6.17 

            	 	
              Records

            	
              56

            
	
              Section
                6.18 

            	 	
              Additional
                Information to be Furnished

            	
              56

            
	
              Section
                6.19 

            	 	
              Execution
                of Derivative Contracts and other Documents

            	
              56

            
	
              Section
                6.20 

            	 	
              Indenture
                Trustee’s Application For Instructions From the Issuing
                Entity

            	
              56

            
	
              Section
                6.21 

            	 	
              Limitation
                of Liability

            	
              57

            
	
              Section
                6.22 

            	 	
              Assignment
                of Rights, Not Assumption of Duties

            	
              57

            
	
               

              ARTICLE
                VII

               

            
	
               

              NOTEHOLDERS’
                LISTS AND REPORTS

               

            
	
              Section
                7.01 

            	 	
              Issuing
                Entity To Furnish Indenture Trustee Names and Addresses of
                Noteholders

            	
              59

            


    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              Section
                7.02 

            	 	
              Preservation
                of Information; Communications to Noteholders

            	
              59

            
	
              Section
                7.03 

            	 	
              Reports
                of Issuing Entity

            	
              59

            
	
              Section
                7.04 

            	 	
              Reports
                by Indenture Trustee

            	
              59

            
	
              Section
                7.05 

            	 	
              Statements
                to Noteholders

            	
              60

            
	
               

              ARTICLE
                VIII

               

            
	
               

              ACCOUNTS,
                DISBURSEMENTS AND RELEASES

               

            
	
              Section
                8.01 

            	 	
              Collection
                of Money

            	
              63

            
	
              Section
                8.02 

            	 	
              Trust
                Accounts

            	
              63

            
	
              Section
                8.03 

            	 	
              Officer’s
                Certificate

            	
              63

            
	
              Section
                8.04 

            	 	
              Termination
                Upon Distribution to Noteholders

            	
              64

            
	
              Section
                8.05 

            	 	
              Termination
                Following TMP Trigger Event

            	
              64

            
	
              Section
                8.06 

            	 	
              Release
                of Trust Estate

            	
              64

            
	
              Section
                8.07 

            	 	
              Surrender
                of Notes Upon Final Payment or TMP Trigger Event

            	
              64

            
	
              Section
                8.08 

            	 	
              Optional
                Redemption of the Notes

            	
              65

            
	
               

              ARTICLE
                IX

               

            
	
               

              SUPPLEMENTAL
                INDENTURES

               

            
	
              Section
                9.01 

            	 	
              Supplemental
                Indentures Without Consent of Noteholders

            	
              66

            
	
              Section
                9.02 

            	 	
              Supplemental
                Indentures With Consent of Noteholders

            	
              67

            
	
              Section
                9.03 

            	 	
              Execution
                of Supplemental Indentures

            	
              69

            
	
              Section
                9.04 

            	 	
              Effect
                of Supplemental Indenture

            	
              69

            
	
              Section
                9.05 

            	 	
              Conformity
                with Trust Indenture Act

            	
              69

            
	
              Section
                9.06 

            	 	
              Reference
                in Notes to Supplemental Indentures

            	
              69

            
	
               

              ARTICLE
                X

               

            
	
               

              MISCELLANEOUS

               

            
	
              Section
                10.01 

            	 	
              Compliance
                Certificates and Opinions, etc.

            	
              70

            
	
              Section
                10.02 

            	 	
              Form
                of Documents Delivered to Indenture Trustee

            	
              71

            
	
              Section
                10.03 

            	 	
              Acts
                of Noteholders

            	
              72

            
	
              Section
                10.04 

            	 	
              Notices
                etc., to Indenture Trustee, Issuing Entity, Securities Administrator
                and
                Rating Agencies

            	
              72

            
	
              Section
                10.05 

            	 	
              Notices
                to Noteholders; Waiver

            	
              73

            
	
              Section
                10.06 

            	 	
              Conflict
                with Trust Indenture Act

            	
              74

            
	
              Section
                10.07 

            	 	
              Effect
                of Headings

            	
              74

            
	
              Section
                10.08 

            	 	
              Successors
                and Assigns

            	
              74

            
	
              Section
                10.09 

            	 	
              Separability

            	
              74

            
	
              Section
                10.10 

            	 	
              Benefits
                of Indenture

            	
              74

            
	
              Section
                10.11 

            	 	
              Legal
                Holidays

            	
              74

            
	
              Section
                10.12 

            	 	
              GOVERNING
                LAW

            	
              74

            
	
              Section
                10.13 

            	 	
              Counterparts

            	
              75

            


    

     

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                10.14 

            	 	
              Recording
                of Indenture

            	
              75

            
	
              Section
                10.15 

            	 	
              Issuing
                Entity Obligation

            	
              75

            
	
              Section
                10.16 

            	 	
              No
                Petition

            	
              75

            
	
              Section
                10.17 

            	 	
              Inspection

            	
              76

            
	
               

              ARTICLE
                XI

               

            
	
               

              REMIC
                CONVERSION

               

            
	
              Section
                11.01 

            	 	
              Discharge
                of Indenture and Transfer of Mortgage Loans

            	
              77

            
	
              Section
                11.02 

            	 	
              Conditions
                Precedent to a REMIC Conversion

            	
              77

            


    

    


     


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    EXHIBITS

     

    
      	
              Exhibit
                A-1

            	
              —

            	
              Form
                of Class [_]-A-[_] Notes

            
	
              Exhibit
                A-2

            	
              —

            	
              Form
                of Class [_]-M-[_] Notes

            
	
              Exhibit
                A-3

            	
              —

            	
              Form
                of Class II-B Notes

            
	
              Exhibit
                A-4

            	
              —

            	
              Reserved

            
	
              Exhibit
                B

            	
              —

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              —

            	
              Reserved

            
	
              Exhibit
                D-1

            	
              —

            	
              Form
                of Cap Contract

            
	
              Exhibit
                D-2

            	
              —

            	
              Form
                of Corridor Contract

            
	
              Exhibit
                E

            	
              —

            	
              Reserved

            
	
              Exhibit
                F

            	
              —

            	
              Form
                of Subsequent Transfer Instrument

            
	
              Exhibit
                G

            	
              —

            	
              Form
                of Addition Notice

            
	
              Exhibit
                H

            	
              —

            	
              Form
                of Initial Certification

            
	
              Exhibit
                I

            	
              —

            	
              Form
                of Final Certification

            
	
              Exhibit
                J

            	
              —

            	
              Form
                of Request for Release

            
	
              Exhibit
                K

            	
              —

            	
              Form
                of Rule 144A Investment Representation

            
	
              Exhibit
                L

            	
              —

            	
              Form
                of Certificate of Non-Foreign Status

            
	
              Exhibit
                M

            	
              —

            	
              Form
                of Investment Letter

            
	
              Exhibit
                N

            	
              —

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                O

            	
              —

            	
              Form
                of ERISA Letter

            
	
              Exhibit
                P

            	
              —

            	
              Form
                of Transferee Certificate

            
	
              Exhibit
                Q

            	
              —

            	
              Form
                of Lender Transferor Certificate

            
	 	 	 
	 	 	 
	
              Appendix
                A

            	
              —

            	
              Definitions

            


    

    


     


    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    



    This
      Indenture, dated as of March 29, 2006, is entered into among American Home
      Mortgage Investment Trust 2006-1, a Delaware statutory trust, as Issuing Entity
      (the “Issuing Entity”), Deutsche Bank National Trust Company, a national banking
      association, as Indenture Trustee (the “Indenture Trustee”), and Wells Fargo
      Bank, N.A., a national banking association, as Securities Administrator (the
      “Securities Administrator”).

     

    WITNESSETH
      THAT:

     

    Each
      party hereto agrees as follows for the benefit of the other party and for the
      equal and ratable benefit of the Holders of the Issuing Entity’s Mortgage-Backed
      Notes, Series 2006-1 (the “Notes”).

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date,
      as
      trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s
      right, title and interest in and to, whether now existing or hereafter created,
      (a) the Mortgage Loans and the proceeds thereof and all rights under the Related
      Documents; (b) the related Eligible Substitute Mortgage Loans and the proceeds
      thereof and all rights under the Related Documents; (c) the rights of the
      Issuing Entity under the Cap Contract and the Corridor Contract and all payments
      received under the Cap Contract and the Corridor Contract; (d) all funds on
      deposit from time to time in the Collection Account allocable to the Mortgage
      Loans excluding any investment income from such funds; (e) all funds on deposit
      from time to time in the Payment Account and in all proceeds thereof; (f) all
      rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuing
      Entity, with respect to the Mortgage Loans, as assigned to the Issuing Entity,
      (ii) the Servicing Agreement and any Subservicing Agreement and (iii) any title,
      hazard and primary insurance policies with respect to the Mortgaged Properties;
      and (g) all present and future claims, demands, causes and choses in action
      in
      respect of any or all of the foregoing and all payments on or under, and all
      proceeds of every kind and nature whatsoever in respect of, any or all of the
      foregoing and all payments on or under, and all proceeds of every kind and
      nature whatsoever in the conversion thereof, voluntary or involuntary, into
      cash
      or other liquid property, all cash proceeds, accounts, accounts receivable,
      notes, drafts, acceptances, checks, deposit accounts, rights to payment of
      any
      and every kind, and other forms of obligations and receivables, instruments
      and
      other property which at any time constitute all or part of or are included
      in
      the proceeds of any of the foregoing (collectively, the “Trust Estate” or the
“Collateral”).

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      I

    
      
         

        DEFINITIONS

      

    

     

    Section
      1.01 Definitions. For
      all
      purposes of this Indenture, except as otherwise expressly provided herein or
      unless the context otherwise requires, capitalized
      terms used but not otherwise defined herein shall have the meanings assigned
      to
      such terms in the Definitions
      attached hereto as Appendix A which is incorporated by reference herein. All
      other capitalized terms used herein shall have the meanings specified
      herein.

     

    Section
      1.02 Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the Trust Indenture Act (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”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

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

     

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

     

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

     

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

     

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

     

    (iii) “or”
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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     


    
      
        
        

      

      
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    ARTICLE
      II

     

    
      ORIGINAL
        ISSUANCE OF NOTES

    

     

    Section
      2.01 Form.
      The
      Class A, Class M and Class II-B Notes, together with the Indenture Trustee’s
      certificate of authentication, shall be in substantially the form set forth
      in
      Exhibits A-1, A-2 and A-3 to this Indenture, respectively, with such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture.

     

    The
      Notes
      shall be typewritten, printed, lithographed or engraved or produced by any
      combination of these methods (with or without steel engraved
      borders).

     

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

     

    Section
      2.02 Execution,
      Authentication and Delivery.
      The
      Notes shall be executed on behalf of the Issuing Entity by any of its Authorized
      Officers. The signature of any such Authorized Officer on the Notes may be
      manual or facsimile.

     

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

     

    The
      Indenture Trustee shall upon Issuing Entity Request authenticate and deliver
      each Class of Notes for original issue in an aggregate initial principal amount
      equal to the Initial Note Principal Balance for such Class of
      Notes.

     

    Each
      of
      the Notes shall be dated the date of its authentication. The Notes shall be
      issuable as registered Notes and shall be issuable in the minimum initial Note
      Principal Balances of $100,000 and in the integral multiples if $1 in excess
      thereof.

     

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

     

    Section
      2.03 Acceptance
      of Mortgage Loans by Indenture Trustee.

     


    
      
        
        

      

      
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      (a) The
        Indenture Trustee shall acknowledge receipt of, subject to the exceptions
        the
        Indenture Trustee notes pursuant to the procedures described below, the
        documents (or certified copies thereof) referred to in Section 2.1(b) of
        the
        Mortgage Loan Purchase Agreement, and to declare that it holds and will continue
        to hold those documents and any amendments, replacements or supplements thereto
        and all other assets of the Trust Estate, in trust for the use and benefit
        of
        all present and future Holders of the Notes. No later than the Closing Date,
        with respect to the Mortgage Loans (or, with respect to any Eligible Substitute
        Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof
        and, with respect to any documents received after the Closing Date, promptly
        thereafter), the Indenture Trustee shall, for the benefit of the Noteholders,
        review each Mortgage File delivered to it and to execute and deliver, or
        cause
        to be executed and delivered, to the Sponsor and the Servicer, an Initial
        Certification in the form annexed hereto as Exhibit H. In conducting such
        review, the Indenture Trustee shall ascertain whether all required documents
        described in Section 2.1(b)(i) to (v) (except clause (v)(ii)) of the Mortgage
        Loan Purchase Agreement, with respect to the Mortgage Loans, have been executed
        and received and whether those documents relate, to the Mortgage Loans it
        has
        received, as identified in Exhibit B to this Indenture, as supplemented
        (provided,
        however,
        that
        with respect to those documents described in subclause (b)(vi) of such section,
        the Indenture Trustee’s obligations shall extend only to documents actually
        delivered pursuant to such subclause). In performing any such review, the
        Indenture Trustee may conclusively rely on the purported due execution and
        genuineness of any such document and on the purported genuineness of any
        signature thereon. If the Indenture Trustee finds any document constituting
        part
        of the Mortgage File not to have been executed or received, or to be unrelated
        to the Mortgage Loans identified in Exhibit B to this Indenture or to not
        conform with the review criteria set forth in Exhibit H (a “defect”), the
        Indenture Trustee shall promptly notify the Sponsor of such finding and the
        Sponsor’s obligation to cure such defect or repurchase or substitute for the
        related Mortgage Loan. To the extent the Indenture Trustee has not received
        a
        Mortgage File with respect to any of the Mortgage Loans by the Closing Date,
        the
        Indenture Trustee shall not require the deposit of cash into the Payment
        Account
        or any other account to cover the amount of that Mortgage Loan and shall
        solely
        treat such Mortgage Loan as if it were in breach of a representation or
        warranty; provided that the aggregate Stated Principal Balance of such Mortgage
        Loans does not exceed 1% of the (i) sum of the Cut-off Date Balances of the
        Mortgage Loans.

       

    

    (i) No
      later
      than 180 days after the Closing Date (with respect to the Mortgage Loans),
      the
      Indenture Trustee will review, for the benefit of the Noteholders, the Mortgage
      Files and will execute and deliver or cause to be executed and delivered to
      the
      Sponsor and the Servicer, a Final Certification in the form annexed hereto
      as
      Exhibit I. In conducting such review, Indenture Trustee will ascertain whether
      an original of each document described in subclauses (b)(ii)-(iv) of Section
      2.1
      of the Mortgage Loan Purchase Agreement, with respect to the Mortgage Loans,
      required to be recorded has been returned from the applicable recording office
      with evidence of recording thereon or a certified copy has been obtained from
      such recording office. If the Indenture Trustee finds any document constituting
      part of the Mortgage File has not been executed or received, or to be unrelated,
      to the Mortgage Loans identified in Exhibit B to this Indenture or to appear
      defective on its face, the Indenture Trustee shall promptly notify the
      Sponsor.

     

    (ii) Upon
      deposit by the Sponsor of the Repurchase Price in the Payment Account, the
      Indenture Trustee shall release to the Sponsor or the Servicer, the related
      Mortgage File and the Indenture Trustee shall execute and deliver all
      instruments of transfer or assignment, without recourse, representation or
      warranty, furnished to it by the Sponsor or the Servicer, as are necessary
      to
      vest in the Sponsor or the Servicer, title to and rights under the related
      Mortgage Loan. Such purchase shall be deemed to have occurred on the date on
      which the deposit of the Repurchase Price in the Payment Account was received
      by
      the Indenture Trustee. The Indenture Trustee shall amend the Mortgage Loan
      Schedule to reflect such repurchase and shall promptly notify the Master
      Servicer, the Servicer and
      the
      Securities Administrator of such amendment.

     


    
      
        
        

      

      
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    Section
      2.04 Acceptance
      of Cap Contracts and Corridor Contract by Indenture Trustee.
      The
      Indenture Trustee acknowledges receipt of the Cap Contract and the Corridor
      Contract and declares that it holds and will continue to hold these documents
      and any amendments, replacements or supplements thereto and all other assets
      of
      the Trust Estate as Indenture Trustee in trust for the use and benefit of all
      present and future Holders of the Notes. The Indenture Trustee shall enforce
      the
      Cap Contract and the Corridor Contract in accordance with their
      terms.

     

    ARTICLE
      III

     

    
      COVENANTS

    

     

    Section
      3.01 Collection
      of Payments with respect to the Mortgage Loans.
      The
      Indenture Trustee shall establish and maintain an Eligible Account (the “Payment
      Account”) in which the Indenture Trustee shall deposit, on the same day as it is
      received from the Securities Administrator, each remittance received by the
      Indenture Trustee with respect to the Mortgage Loans. The Indenture Trustee
      shall make all payments of principal of and interest on the Notes, subject
      to
      Section 3.03, and as provided in Section 3.05 herein, from monies on deposit
      in
      the Payment Account. The Securities Administrator shall remit such funds to
      the
      Indenture Trustee no later than one Business Day prior to the Payment
      Date.

     

    Section
      3.02 Maintenance
      of Office or Agency.
      The
      Issuing Entity will maintain an office or agency where, subject to satisfaction
      of conditions set forth herein, Notes may be surrendered for registration of
      transfer or exchange, and where notices and demands to or upon the Issuing
      Entity in respect of the Notes and this Indenture may be served. The Issuing
      Entity hereby initially appoints the Indenture Trustee to serve as its agent
      for
      the foregoing purposes. If at any time the Issuing Entity shall fail to maintain
      any such office or agency or shall fail to furnish the Indenture Trustee with
      the address thereof, such surrenders may be made at the office of the Indenture
      Trustee located at c/o DB Services Tennessee, 648 Grassmere Park Road,
      Nashville, Tennessee 37211-3658, Attention: Transfer Unit. Notices and demands
      may be made or delivered at the Corporate Trust Office, and the Issuing Entity
      hereby appoints the Indenture Trustee as its agent to receive all such
      surrenders, notices and demands.

     

    Section
      3.03 Money
      for Payments To Be Held in Trust; Paying Agent.
      (a) As
      provided in Section 3.01, all payments of amounts due and payable with respect
      to any Notes that are to be made from amounts withdrawn from the Payment Account
      pursuant to Section 3.01 shall be made on behalf of the Issuing Entity by the
      Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from
      the
      Payment Account for payments of Notes shall be paid over to the Issuing Entity
      except as provided in this Section 3.03. The Issuing Entity hereby appoints
      the
      Indenture Trustee as its Paying Agent.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    (e) comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Notes of any applicable withholding taxes imposed
      thereon and with respect to any applicable reporting requirements in connection
      therewith; and

     

    (f) not
      commence a bankruptcy proceeding against the Issuing Entity in connection with
      this Indenture.

     

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

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent in trust for the payment of any amount
      due
      with respect to any Note and remaining unclaimed for one year after such amount
      has become due and payable shall be discharged from such trust and be paid
      to
      the Issuing Entity; and the Holder of such Note shall thereafter, as an
      unsecured general creditor, look only to the Issuing Entity for payment thereof
      (but only to the extent of the amounts so paid to the Issuing Entity), and
      all
      liability of the Indenture Trustee or such Paying Agent with respect to such
      trust money shall thereupon cease; provided,
      however,
      that the
      Indenture Trustee or such Paying Agent, before being required to make any such
      repayment, shall at the expense and direction of the Issuing Entity cause to
      be
      published once, in an Authorized Newspaper published in the English language,
      notice that such money remains unclaimed and that, after a date specified
      therein which shall not be less than 30 days from the date of such publication,
      any unclaimed balance of such money then remaining will be repaid to the Issuing
      Entity. The Indenture Trustee may also adopt and employ, at the expense and
      direction of the Issuing Entity, any other reasonable means of notification
      of
      such repayment (including, but not limited to, mailing notice of such repayment
      to Holders whose Notes have been called but have not been surrendered for
      redemption or whose right to or interest in monies due and payable but not
      claimed is determinable from the records of the Indenture Trustee or of any
      Paying Agent, at the last address of record for each such Holder).

     


    
      
        
        

      

      
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    Section
      3.04 Existence.
      The
      Issuing Entity 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 Issuing Entity hereunder is or becomes, organized under the laws
      of any other state or of the United States of America, in which case the Issuing
      Entity will keep in full effect its existence, rights and franchises under
      the
      laws of such other jurisdiction) and will obtain and preserve its qualification
      to do business in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes, the Mortgage Loans and each other instrument or agreement included in
      the
      Trust Estate.

     

    Section
      3.05 Payment
      of Available Funds.

     

    (a) On
      each
      Payment Date from amounts on deposit in the Payment Account in accordance with
      Section 8.02 hereof, the Indenture Trustee shall pay to the Persons specified
      below, to the extent provided therein in
      accordance with the statement furnished by the Securities
      Administrator
      pursuant
      to Section 7.05 hereof for such Payment Date,
      the
      Available Funds for such Payment Date.

     

    (b) On
      each
      Payment Date, the Indenture Trustee shall withdraw from the Payment Account
      the
      Group I Available Funds and any amounts received from the Cap Counterparty
      for
      such Payment Date and make the following payments in the order of priority
      described below, in each case to the extent of the Group I Available Funds
      remaining for such Payment Date and any applicable amounts received from the
      Cap
      Counterparty:

     

    (i) concurrently,
      on a pro rata basis, to the Holders of the Class I-1A-1, Class I-2A-1, Class
      I-A-2 and Class I-A-3 Notes, the related Accrued Note Interest for each such
      Class for such Payment Date (with respect to the Class I-1A-1, Class I-A-2
      and
      Class I-A-3 Notes, any payment from the Cap Counterparty with respect to the
      related Cap Contract used solely to make payments of Accrued Note Interest
      on
      the related Notes for such Payment Date), plus any related Unpaid Interest
      Shortfall for such Payment Date;

     

    (ii) from
      the
      remaining Group I Available Funds for such Payment Date, together with any
      amounts received from the Cap Counterparty for such Payment Date, to the Holders
      of the Class I-M-1 Notes, the related Accrued Note Interest for such Class
      for
      such Payment Date (with
      any
      payment received from the Cap Counterparty with respect to the related Cap
      Contract used solely to make payments of Accrued Note Interest on such Notes
      for
      such Payment Date);

     

    (iii) from
      the
      remaining Group I Available Funds for such Payment Date, together with any
      amounts received from the Cap Counterparty for such Payment Date, to the Holders
      of the Class I-M-2 Notes, the related Accrued Note Interest for such Class
      for
      such Payment Date (with any payment received from the Cap Counterparty with
      respect to the related Cap Contract used solely to make payments of Accrued
      Note
      Interest on such Notes for such Payment Date);

     


    
      
        
        

      

      
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    (iv) from
      the
      remaining Group I Available Funds for such Payment Date, together with any
      amounts received from the Cap Counterparty for such Payment Date, to the Holders
      of the Class I-M-3 Notes, the related Accrued Note Interest for such Class
      for
      such Payment Date (with any payment received from the Cap Counterparty with
      respect to the related Cap Contract used solely to make payments of Accrued
      Note
      Interest on such Notes for such Payment Date);

     

    (v) from
      the
      remaining Group I Available Funds for such Payment Date, to the Holders of
      the
      Class I-M-4 Notes, the related Accrued Note Interest for such Class for such
      Payment Date;

     

    (vi) from
      the
      remaining Group I Available Funds for such Payment Date, to the Holders of
      the
      Class I-M-5 Notes, the related Accrued Note Interest for such Class for such
      Payment Date;

     

    (vii) from
      the
      remaining Group I Available Funds for such Payment Date, to the Holders of
      the
      Class I-M-6 Notes, the related Accrued Note Interest for such Class for such
      Payment Date; and

     

    (viii) any
      remainder (to the extent not included as a part of the Principal Distribution
      Amount as provided in Section 3.05(c) and (d) below) shall be included in the
      related Net Monthly Excess Cashflow and allocated as described in Section
      3.05(e) below.

     

    (c) On
      each
      Payment Date (a) prior to the Stepdown Date or (b) on which a related Trigger
      Event is in effect, the Holders of each Class of Group I Notes shall be entitled
      to receive payments in respect of principal to the extent of the Principal
      Distribution Amount in the following amounts and order of priority:

     

    (i) the
      Principal Distribution Amount shall be distributed to the Class I-A1-1, Class
      I-2A-1, Class I-A-2 and Class I-A-3 Notes, on a pro rata basis, until the Note
      Principal Balance of each such Class has been reduced to zero;

     

    (ii) any
      remaining Principal Distribution Amount, to the Class I-M-1 Notes until the
      Note
      principal Balance of such Class is reduced to zero;

     

    (iii) any
      remaining Principal Distribution Amount, to the Class I-M-2 Notes until the
      Note
      principal Balance of such Class is reduced to zero;

     

    (iv) any
      remaining Principal Distribution Amount, to the Class I-M-3 Notes until the
      Note
      principal Balance of such Class is reduced to zero;

     

    (v) any
      remaining Principal Distribution Amount, to the Class I-M-4 Notes until the
      Note
      principal Balance of such Class is reduced to zero;

     

    (vi) any
      remaining Principal Distribution Amount, to the Class I-M-5 Notes until the
      Note
      principal Balance of such Class is reduced to zero

     


    
      
        
        

      

      
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    (vii) any
      remaining Principal Distribution Amount, to the Class I-M-6 Notes until the
      Note
      principal Balance of such Class is reduced to zero; and

     

    (viii) any
      remainder as part of the Net Monthly Excess Cashflow to be allocated as
      described in Section 3.05(e) below.

     

    (d) On
      each
      Payment Date (a) on or after the Stepdown Date and (b) on which a related
      Trigger Event is not in effect, the Holders of each Class of Class I-A Notes
      and
      Class I-M Notes shall be entitled to receive payments in respect of principal
      to
      the extent of the Principal Distribution Amount in the following amounts and
      order of priority:

     

    (i) the
      Class
      I-A Principal Distribution Amount shall be distributed to the Class I-1A-1,
      Class I-2A-1, Class I-A-2 and Class I-A-3 Notes, on a pro rata basis, until
      the
      Note Principal Balance of such Class has been reduced to zero;

     

    (ii) any
      remaining Principal Distribution Amount shall be distributed to the Class I-M-1
      Notes, up to the Class I-M-1 Principal Distribution Amount, until the Note
      Principal Balance thereof has been reduced to zero;

     

    (iii) any
      remaining Principal Distribution Amount shall be distributed to the Class I-M-2
      Notes, up to the Class I-M-2 Principal Distribution Amount, until the Note
      Principal Balance thereof has been reduced to zero;

     

    (iv) any
      remaining Principal Distribution Amount shall be distributed to the Class I-M-3
      Notes, up to the Class I-M-3 Principal Distribution Amount, until the Note
      Principal Balance thereof has been reduced to zero;

     

    (v) any
      remaining Principal Distribution Amount shall be distributed to the Class I-M-4
      Notes, up to the Class I-M-4 Principal Distribution Amount, until the Note
      Principal Balance thereof has been reduced to zero;

     

    (vi) any
      remaining Principal Distribution Amount shall be distributed to the Class I-M-5
      Notes, up to the Class I-M-5 Principal Distribution Amount, until the Note
      Principal Balance thereof has been reduced to zero;

     

    (vii) any
      remaining Principal Distribution Amount shall be distributed to the Class I-M-6
      Notes, up to the Class I-M-6 Principal Distribution Amount, until the Note
      Principal Balance thereof has been reduced to zero; and

     

    (viii) any
      remainder as part of the Net Monthly Excess Cashflow to be allocated as
      described in Section 3.05(e) below.

     

    (e) On
      each
      Payment Date, any Net Monthly Excess Cashflow shall be paid as follows, in
      each
      case to the extent of remaining Net Monthly Excess Cashflow:

     

    (i) to
      the
      Holders of the Class I-A Notes and Class I-M Notes in an amount equal to the
      Overcollateralization Increase Amount, payable to such Holders as part of the
      Principal Distribution Amount as provided in Sections 3.05(c) and (d)
      above;

     


    
      
        
        

      

      
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    (ii) sequentially,
      to the Holders of the Class I-A-2 Notes and Class I-A-3 Notes, in that order,
      any Allocated Realized Loss Amount for such Classes;

     

    (iii) to
      the
      Holders of the Class I-M-1 Notes, first, an amount equal to any related Unpaid
      Interest Shortfalls for such Notes, and second, an amount equal to any related
      Allocated Realized Loss Amount for such Notes, to the extent not previously
      reimbursed;

     

    (iv) to
      the
      Holders of the Class I-M-2 Notes, first, an amount equal to any related Unpaid
      Interest Shortfalls for such Notes, and second, an amount equal to any related
      Allocated Realized Loss Amount for such Notes, to the extent not previously
      reimbursed;

     

    (v) to
      the
      Holders of the Class I-M-3 Notes, first, an amount equal to any related Unpaid
      Interest Shortfalls for such Notes, and second, an amount equal to any related
      Allocated Realized Loss Amount for such Notes, to the extent not previously
      reimbursed;

     

    (vi) to
      the
      Holders of the Class I-M-4 Notes, first, an amount equal to any related Unpaid
      Interest Shortfalls for such Notes, and second, an amount equal to any related
      Allocated Realized Loss Amount for such Notes, to the extent not previously
      reimbursed;

     

    (vii) to
      the
      Holders of the Class I-M-5 Notes, first, an amount equal to any related Unpaid
      Interest Shortfalls for such Notes, and second, an amount equal to any related
      Allocated Realized Loss Amount for such Notes, to the extent not previously
      reimbursed;

     

    (viii) to
      the
      Holders of the Class I-M-6 Notes, first, an amount equal to any related Unpaid
      Interest Shortfalls for such Notes, and second, an amount equal to any related
      Allocated Realized Loss Amount for such Notes, to the extent not previously
      reimbursed;

     

    (ix) to
      the
      Holders of the Class I-A (on a pro rata basis), Class I-M-1, Class I-M-2, Class
      I-M-3, Class I-M-3, Class I-M-4, Class I-M-5 and Class I-M-6 Notes, in that
      order, any Basis Risk Shortfall Carry-Forward Amount for such Notes, to the
      extent not covered by the related Cap Contract, in each case to the extent
      not
      previously reimbursed; provided, however, that any Basis Risk Shortfall
      Carry-Forward Amount on the Uncapped Notes shall be paid to the Cap Counterparty
      in respect of the related Cap Contract; and provided further that if a Cap
      Counterparty Termination Event is in effect, the Holder of each Class of
      Uncapped Notes will be entitled to receive any related Basis Risk Shortfall
      Carry-Forward Amounts that arise on and after the Payment Date on which the
      related Cap Counterparty Termination Event occurs; and

     

    (x) any
      remaining amounts shall be distributed to the Certificate Paying Agent, as
      designee of the Issuing Entity, for the benefit of the Holders of the Trust
      Certificate, as provided herein and in the Trust Agreement.

     


    
      
        
        

      

      
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    (f) Distributions
      to Holders of each Class of Group II-C Senior Notes and Group II-NC Senior
      Notes
      shall be made on each Payment Date from the Group II-C Available Funds and
      Group
      II-NC Available Funds, respectively, as follows:

     

    (i) On
      each
      Payment Date, the Group II-C Available Funds shall be distributed to the Group
      II-C Senior Notes as follows:

     

    (A) first,
      to the
      Class II-A-1 Notes and Class II-A-2 Notes, on a pro rata basis, the Accrued
      Note
      Interest, any related Unpaid Interest Shortfalls and any Net WAC Cap Shortfall
      Carry-Forward Amount, in that order, on such Classes for such Payment
      Date;

     

    (B) second,
      to the
      Class II-A-1 Notes and Class II-A-2 Notes, on a pro rata basis, in reduction
      of
      the Note Principal Balances thereof, the related Senior Optimal Principal Amount
      for such Payment Date to the extent of remaining Group II-C Available Funds,
      until the Note Principal Balances of such Classes have been reduced to
      zero.

     

    (ii) On
      each
      Payment Date, the Group II-NC Available Funds shall be distributed to the Group
      II-NC Senior Notes as follows:

     

    (A) First,
      to
      the Class II-A-3 Notes and Class II-A-4 Notes, on a pro rata basis, the Accrued
      Note Interest, any related Unpaid Interest Shortfalls and any Net WAC Cap
      Shortfall Carry-Forward Amount, in that order, on such Classes for such Payment
      Date; and

     

    (B) Second,
      to the Class II-A-3 Notes and Class II-A-4 Notes, on a pro rata basis, in
      reduction of the Note Principal Balances thereof, the related Senior Optimal
      Principal Amount for such Payment Date to the extent of remaining Group II-NC
      Available Funds, until the Note Principal Balances of such Classes have been
      reduced to zero.

     

    (g) Except
      as
      provided in paragraphs (h) and (i) below, on each Payment Date on or prior
      to
      the Cross-Over Date, an amount equal to the sum of the remaining Group II-C
      Available Funds and Group II-NC Available Funds after the distributions in
      (f)(i) and f(ii) above shall be distributed sequentially in the following order:
      to the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5
      and
      Class II-B Notes, in each case up to an amount equal to and in the following
      order: (a) the Accrued Note Interest thereon for such Payment Date, and with
      respect to the Class II-M-1 Notes only, the related Unpaid Interest Shortfall
      and any related Net WAC Shortfall Carry-Forward Amount, in that order, and
      (b)
      such Class’s Allocable Share for such Payment Date, in each case, to the extent
      of the remaining Group II-C Available Funds and Group II-NC Available Funds.
      On
      each Payment Date, the remaining Group II-C Available Funds and Group II-NC
      Available Funds will be distributed as follows: (a) first, to the Class II-A-2
      Notes and Class II-A-4 Notes, pro rata, any Allocated Realized Loss Amount
      for
      such Notes; (b) second, to the Class II-M-1 Notes, any Allocated Realized Loss
      Amount for such Notes; (c) third, sequentially to the Class II-M-2, Class
      II-M-3, Class II-M-4, Class II-M-5 and Class II-B Notes, in that order, in
      each
      case, first, any Unpaid Interest Shortfalls, second, any Allocated Realized
      Loss
      Amount for such Notes and third, any Net WAC Cap Shortfall Carry-Forward Amount
      for such Notes; and (d) fourth, to the Trust Certificate.

     


    
      
        
        

      

      
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    (h) On
      each
      Payment Date prior to the Cross-Over Date but after the reduction of the Note
      Principal Balances of all of the Group II-C Senior Notes or Group II-NC Senior
      Notes to zero, the remaining Class or Classes of Group II Senior Notes shall
      be
      entitled to receive in reduction of their Note Principal Balances, on a pro
      rata
      basis, based upon their Note Principal Balances immediately prior to such
      Payment Date, in addition to any Principal Prepayments related to such remaining
      Group II Senior Note’s respective Loan Group allocated to such Group II Senior
      Notes, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group
      relating to the Class or Classes of Group II Senior Notes of the fully repaid
      Group II Note Group; provided, however, that if (a) the weighted average of
      the
      Subordinate Percentages on such Payment Date equals or exceeds two times the
      initial weighted average of the Subordinate Percentages and (b) the aggregate
      Stated Principal Balance of the Mortgage Loans delinquent 60 days or more
      (including for this purpose any such Mortgage Loans in foreclosure and
      bankruptcy and Mortgage Loans with respect to which the related mortgaged
      property has been acquired by the Trust), averaged over the last six months,
      as
      a percentage of the sum of the aggregate Note Principal Balance of the Group
      II
      Subordinate Notes does not exceed 50%, then the additional allocation of
      Principal Prepayments to the Group II-C Senior Notes and Group II-NC Senior
      Notes in accordance with this paragraph (h) will not be made and 100% of the
      Principal Prepayments on any Mortgage Loan in the Loan Group relating to the
      fully repaid Class or Classes of Group II Senior Notes will be allocated to
      the
      Class II-M Notes and Class II-B Notes.

     

    (i) If
      on any
      Payment Date on which the aggregate Note Principal Balance of the Group II-C
      Senior Notes and Group II-NC Senior Notes will be greater than the aggregate
      Stated Principal Balance of the Mortgage Loans in its related Loan Group and
      any
      Class II-M Notes or Class II-B Notes are still outstanding, in each case, after
      giving effect to distributions to be made on such Payment Date, (i) 100% of
      amounts otherwise allocable to the Class II-M Notes and Class II-B Notes in
      respect of principal will be distributed to the Group II-C Senior Notes or
      Group
      II-NC Senior Notes, as applicable, on a pro rata basis, based upon their Note
      Principal Balances immediately prior to such Payment Date, in reduction of
      the
      Note Principal Balances thereof, until the aggregate Note Principal Balance
      of
      the Group II-C Senior Notes or Group II-NC Senior Notes, as applicable, is
      equal
      to the aggregate Stated Principal Balance of the Mortgage Loans in its related
      Loan Group, and (ii) the Accrued Note Interest otherwise allocable to the Class
      II-M Notes or Class II-B Notes on such Payment Date will be reduced, if
      necessary, and distributed to such Class or Classes of Group II-C Senior Notes
      or Group II-NC Senior Notes, as applicable, in an amount equal to the Accrued
      Note Interest for such Payment Date on the excess of (x) the aggregate Note
      Principal Balance of the Group II-C Senior Notes or Group II-NC Senior Notes,
      as
      applicable, over (y) the aggregate Stated Principal Balance of the Mortgage
      Loans in the related Loan Group. Any such reduction in the Accrued Note Interest
      on the Class II-M Notes and Class II-B Notes shall be allocated first to the
      Class II-B Notes and second, in reverse order of the Class II-M Notes’ numerical
      designations, commencing with the Class II-M-5 Notes.

     

    On
      each
      Payment Date, any Group II-C Available Funds or Group II-NC Available Funds
      remaining after payment of interest and principal to the Classes of Notes
      entitled thereto, as described above, shall be distributed to the Certificate
      Paying Agent, as designee of the Issuing Entity, for the benefit of the Holders
      of the Trust Certificate, as provided herein and in the Trust
      Agreement.

     


    
      
        
        

      

      
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    (j) On
      each
      Payment Date, any payments received from the Corridor Provider with respect
      to
      the Corridor Contract with respect to such Payment Date will be allocated and
      paid in the following order of priority:

     

    (i) first,
      to
      the Class II-M-2 Notes, in reduction of any related Net WAC Shortfall
      Carry-Forward Amount for such Class for that Payment Date;

     

    (ii) second,
      to the Class II-M-3 Notes, in reduction of any related Net WAC Shortfall
      Carry-Forward Amount for such Class for that Payment Date;

     

    (iii) third,
      to
      the Class II-M-4 Notes, in reduction of any related Net WAC Shortfall
      Carry-Forward Amount for such Class for that Payment Date;

     

    (iv) fourth,
      to the Class II-M-5 Notes, in reduction of any related Net WAC Shortfall
      Carry-Forward Amount for such Class for that Payment Date; and 

     

    (v) fifth,
      any remaining amounts from the Corridor Contract shall be included in the Excess
      Derivative Payment Amount and shall be paid as described below.

     

    (k) On
      each
      Payment Date, the Excess
      Derivative Payment Amount shall
      be
      paid as follows, in each case to the extent of amounts remaining:

     

    (i) first,
      to
      the Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5 Notes,
      sequentially, in reduction of any remaining related Basis Risk Shortfall
      Carry-Forward Amount for such Class or Classes for that Payment Date;
      and

     

    (ii) second,
      any remaining amounts will be distributed to the Certificate Paying Agent,
      as
      designee of the Issuing Entity, for the benefit of the Holders of the Trust
      Certificate, as provided herein and in the Trust Agreement.

     

    Section
      3.06 [Reserved]

     

    Section
      3.07 [Reserved]

     

    Section
      3.08 [Reserved]

     

    Section
      3.09 [Reserved]

     

    Section
      3.10 Other
      Matters With Respect to the Notes.

     

    (a) Each
      distribution with respect to a Book-Entry Note shall be paid to the Depository,
      as Holder thereof, and the Depository shall be responsible for crediting the
      amount of such distribution to the accounts of its Depository Participants
      in
      accordance with its normal procedures. Each Depository Participant shall be
      responsible for disbursing such distribution to the Note Owners that it
      represents and to each indirect participating brokerage firm (a “brokerage firm”
or “indirect participating firm”) for which it acts as agent. Each brokerage
      firm shall be responsible for disbursing funds to the Note Owners that it
      represents. None of the Indenture Trustee, the Note Registrar, the Paying Agent,
      the Depositor, the Securities Administrator, the Master Servicer or the Servicer
      shall have any responsibility therefor except as otherwise provided by this
      Indenture or applicable law.

     


    
      
        
        

      

      
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    (b) On
      each
      Payment Date, the Certificate Paying Agent shall deposit in the Certificate
      Distribution Account all amounts it received pursuant to Section 3.05 for the
      purpose of distributing such funds to the Certificateholders.

     

    (c) Any
      installment of interest or principal, if any, payable on any Note that is
      punctually paid or duly provided for by the Issuing Entity on the applicable
      Payment Date shall, if such Holder shall have so requested at least five
      Business Days prior to the related Record Date, be paid to each Holder of record
      on the preceding Record Date, by wire transfer to an account specified in
      writing by such Holder reasonably satisfactory to the Indenture Trustee as
      of
      the preceding Record Date or in all other cases or if no such instructions
      have
      been delivered to the Indenture Trustee, by check to such Noteholder mailed
      to
      such Holder’s address as it appears in the Note Register in the amount required
      to be distributed to such Holder on such Payment Date pursuant to such Holder’s
      Notes; provided,
      however,
      that
      the Indenture Trustee shall not pay to such Holders any amount required to
      be
      withheld from a payment to such Holder by the Code.

     

    (d) The
      principal of each Note shall be due and payable in full on the Final Scheduled
      Payment Date for such Note as provided in the forms of Note set forth in
      Exhibits A-1, A-2 and A-3 to this Indenture. All principal payments on the
      Notes
      shall be made to the Noteholders entitled thereto in accordance with the
      Percentage Interests represented by such Notes. Upon notice (such notice to
      include the Final Scheduled Payment Date) to the Indenture Trustee by the
      Issuing Entity, the Indenture Trustee shall notify the Person in whose name
      a
      Note is registered at the close of business on the Record Date preceding the
      Final Scheduled Payment Date or other final Payment Date (including any final
      Payment Date resulting from any redemption pursuant to Section 8.08 hereof).
      Such notice shall to the extent practicable be mailed no later than five
      Business Days prior to such Final Scheduled Payment Date or other final Payment
      Date and shall specify that payment of the principal amount and any interest
      due
      with respect to such Note at the Final Scheduled Payment Date or other final
      Payment Date will be payable only upon presentation and surrender of such Note
      and shall specify the place where such Note may be presented and surrendered
      for
      such final payment. No interest shall accrue on the Notes on or after the Final
      Scheduled Payment Date or any such other final Payment Date.

     

    Section
      3.11 Protection
      of Trust Estate.

     

    (a) The
      Issuing Entity will from time to time prepare, 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:

     

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

     


    
      
        
        

      

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

     

    (iii) cause
      the
      Issuing Entity or Servicer to enforce any of the rights to the Mortgage Loans;
      or

     

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

     

    (b) Except
      as
      otherwise provided in this Indenture, the Indenture Trustee shall not remove
      any
      portion of the Trust Estate that consists of money or is evidenced by an
      instrument, certificate or other writing from the jurisdiction in which it
      was
      held at the date of the most recent Opinion of Counsel delivered pursuant to
      Section 3.12 hereof (or from the jurisdiction in which it was held as described
      in the Opinion of Counsel delivered on the Closing Date pursuant to Section
      3.12(a) hereof, if no Opinion of Counsel has yet been delivered pursuant to
      Section 3.12(b) hereof), unless the Indenture Trustee shall have first received
      an Opinion of Counsel to the effect that the lien and security interest created
      by this Indenture with respect to such property will continue to be maintained
      after giving effect to such action or actions.

     

    The
      Issuing Entity hereby designates the Indenture Trustee its agent and
      attorney-in-fact to sign any financing statement, continuation statement or
      other instrument required to be signed pursuant to this Section 3.11 upon the
      Issuing Entity’s preparation thereof and delivery to the Indenture
      Trustee.

     

    Section
      3.12 Opinions
      as to Trust Estate.

     

    (a) On
      the
      Closing Date, the Issuing Entity shall furnish to the Indenture Trustee and
      the
      Owner Trustee an Opinion of Counsel either stating that, in the opinion of
      such
      counsel, such action has been taken with respect to the recording and filing
      of
      this Indenture, any indentures supplemental hereto, and any other requisite
      documents, and with respect to the execution and filing of any financing
      statements and continuation statements, as are necessary to perfect and make
      effective the lien and first priority security interest in the Collateral and
      reciting the details of such action, or stating that, in the opinion of such
      counsel, no such action is necessary to make such lien and first priority
      security interest effective.

     

    (b) On
      or
      before April 15 in each calendar year, beginning in 2007, the Issuing Entity
      shall furnish to the Indenture Trustee an Opinion of Counsel at the expense
      of
      the Issuing Entity either stating that, in the opinion of such counsel, such
      action has been taken with respect to the recording, filing, re-recording and
      refiling of this Indenture, any indentures supplemental hereto and any other
      requisite documents and with respect to the execution and filing of any
      financing statements and continuation statements as is necessary to maintain
      the
      lien and first priority security interest in the Collateral and reciting the
      details of such action or stating that in the opinion of such counsel no such
      action is necessary to maintain such lien and security interest. Such Opinion
      of
      Counsel shall also describe the recording, filing, re-recording and refiling
      of
      this Indenture, any indentures supplemental hereto and any other requisite
      documents and the execution and filing of any financing statements and
      continuation statements that will, in the opinion of such counsel, be required
      to maintain the lien and security interest in the Collateral until December
      31
      in the following calendar year.

     


    
      
        
        

      

      
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    Section
      3.13 Performance
      of Obligations.

     

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

     

    (b) The
      Issuing Entity may contract with other Persons to assist it in performing its
      duties under this Indenture, and any performance of such duties by a Person
      identified to the Indenture Trustee in an Officer’s Certificate of the Issuing
      Entity shall be deemed to be action taken by the Issuing Entity.

     

    (c) The
      Issuing Entity will not take any action or permit any action to be taken by
      others which would release any Person from any of such Person’s covenants or
      obligations under any of the documents relating to the Mortgage Loans or under
      any instrument included in the Trust Estate, or which would result in the
      amendment, hypothecation, subordination, termination or discharge of, or impair
      the validity or effectiveness of, any of the documents relating to the Mortgage
      Loans or any such instrument, except such actions as the Servicer is expressly
      permitted to take in the related Servicing Agreement. The Indenture Trustee,
      as
      pledgee of the Mortgage Loans may exercise the rights of the Issuing Entity
      to
      direct the actions of the Servicer pursuant to the Servicing
      Agreement.

     

    Section
      3.14 Negative
      Covenants.
      So long
      as any Notes are Outstanding, the Issuing Entity shall not:

     

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

     

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

     

    (c) (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or otherwise arise upon or burden the Trust Estate
      or any part thereof or any interest therein or the proceeds thereof or (C)
      permit the lien of this Indenture not to constitute a valid first priority
      security interest in the Trust Estate; or

     

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

     


    
      
        
        

      

      
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    Section
      3.15 Annual
      Statement as to Compliance.
      The
      Issuing Entity will deliver to the Indenture Trustee, by March 15 of each year
      commencing with the calendar 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 Issuing Entity during the previous calendar 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 Issuing
      Entity 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
      3.16 Representations
      and Warranties Concerning the Mortgage Loans.
      The
      Indenture Trustee, as pledgee of the Mortgage Loans, shall have the benefit
      of
      the representations and warranties made by the Sponsor in the Mortgage Loan
      Purchase Agreement concerning the Sponsor and the Mortgage Loans to the same
      extent as though such representations and warranties were made directly to
      the
      Indenture Trustee. If a Responsible Officer of the Indenture Trustee has actual
      knowledge of any breach of any representation or warranty made by the Sponsor
      in
      the Mortgage Loan Purchase Agreement, the Indenture Trustee shall promptly
      notify the Sponsor of such finding and of the Sponsor’s obligation to cure such
      defect or repurchase or substitute for the related Mortgage Loan.

     

    Section
      3.17 Amendments
      to Servicing Agreement.
      The
      Issuing Entity covenants with the Indenture Trustee that it will not enter
      into
      any amendment or supplement to any Servicing Agreement without the prior written
      consent of the Indenture Trustee.

     

    Section
      3.18 Servicer
      as Agent and Bailee of the Indenture Trustee.
      Solely
      for purposes of perfection under Section 9-305 of the Uniform Commercial Code
      or
      other similar applicable law, rule or regulation of the state in which such
      property is held by the Servicer, the Issuing Entity and the Indenture Trustee
      hereby acknowledge that the Servicer is acting as bailee of the Indenture
      Trustee in holding amounts on deposit in the related Collection Account and
      the
      related Protected Account, as well as its bailee in holding any Related
      Documents released to the Servicer, and any other items constituting a part
      of
      the Trust Estate which from time to time come into the possession of the
      Servicer. It is intended that, by the Servicer’s acceptance of such bailee
      arrangement, the Indenture Trustee, as a secured party of the Mortgage Loans
      will be deemed to have possession of such Related Documents, such monies and
      such other items for purposes of Section 9-305 of the Uniform Commercial Code
      of
      the state in which such property is held by the Servicer. The Indenture Trustee
      shall not be liable with respect to such documents, monies or items while in
      possession of the Servicer.

     

    Section
      3.19 Investment
      Company Act.
      The
      Issuing Entity shall not become an “investment company” or be under the
“control” of an “investment company” as such terms are defined in the Investment
      Company Act of 1940, as amended (or any successor or amendatory statute), and
      the rules and regulations thereunder (taking into account not only the general
      definition of the term “investment company” but also any available exceptions to
      such general definition); provided,
      however,
      that the
      Issuing Entity shall be in compliance with this Section 3.19 if it shall have
      obtained an order exempting it from regulation as an “investment company” so
      long as it is in compliance with the conditions imposed in such
      order.

     


    
      
        
        

      

      
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    Section
      3.20 Issuing
      Entity May Consolidate, etc.

     

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

     

    (i) the
      Person (if other than the Issuing Entity) formed by or surviving such
      consolidation or merger shall be a Person organized and existing under the
      laws
      of the United States of America or any state 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
      Indenture Trustee, the due and punctual payment of the principal of and interest
      on all Notes and all amounts payable to the Indenture Trustee, the Cap
      Counterparty, the Corridor Provider, the payment to the Certificate Paying
      Agent
      of all amounts due to the Certificateholders, and the performance or observance
      of every agreement and covenant of this Indenture on the part of the Issuing
      Entity to be performed or observed, all as provided herein;

     

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

     

    (iii) the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered a copy thereof to the Securities Administrator and the Indenture
      Trustee) to the effect that such transaction will not (A) result in a
“substantial modification” of the Notes under Treasury Regulation section
      1.1001-3, or adversely affect the status of the Notes as indebtedness for
      federal income tax purposes, provided that, for purposes of the foregoing,
      a TMP
      Trigger Event shall be deemed to result in a “significant modification” of the
      aforementioned Notes under Treasure Regulation Section 1.1001-3, or (B) if
      100%
      of the Certificates and the Retained Notes (to the extent that such Retained
      Notes have not received a “will be debt” opinion) are not owned by American Home
      Mortgage Acceptance Inc., cause the Trust to be subject to an entity level
      tax
      for federal income tax purposes;

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (iii) the
      Rating Agencies shall have notified the Issuing Entity and the Indenture Trustee
      that such transaction shall not cause the rating of the Notes to be reduced,
      qualified, suspended or withdrawn;

     

    (iv) the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered a copy thereof to the Securities Administrator and the Indenture
      Trustee) to the effect that such transaction will not (A) result in a
“substantial modification” of the Notes under Treasury Regulation section
      1.1001-3, or adversely affect the status of the Notes as indebtedness for
      federal income tax purposes, provided that, for purposes of the foregoing,
      a TMP
      Trigger Event shall be deemed to result in a “significant modification” of the
      aforementioned Notes under Treasury Regulation Section1.1001-3, or (B) if 100%
      of the Certificates and the Retained Notes (to the extent that such Retained
      Notes have not received a “will be debt” opinion) are not owned by American Home
      Mortgage Acceptance, Inc., cause the Trust to be subject to an entity level
      tax
      for federal income tax purposes;

     

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

     

    (vi) the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
      Certificate and an Opinion of Counsel each stating that such conveyance or
      transfer and such supplemental indenture comply with this Article 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).

     


    
      
        
        

      

      
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    Section
      3.21 Successor
      or Transferee.

     

    (a) Upon
      any
      consolidation or merger of the Issuing Entity in accordance with Section
      3.20(a), the Person formed by or surviving such consolidation or merger (if
      other than the Issuing Entity) shall, following the Issuing Entity’s
      satisfaction of all of the conditions precedent set forth therein with respect
      thereto, succeed to, and be substituted for, and may exercise every right and
      power of, the Issuing Entity under this Indenture with the same effect as if
      such Person had been named as the Issuing Entity herein.

     

    (b) Upon
      a
      conveyance or transfer of all the assets and properties of the Issuing Entity
      pursuant to Section 3.20(b), the Issuing Entity, following its satisfaction
      of
      all of the conditions precedent set forth herein with respect thereto, will
      be
      released from every covenant and agreement of this Indenture to be observed
      or
      performed on the part of the Issuing Entity with respect to the Notes
      immediately upon the delivery of written notice to the Indenture Trustee of
      such
      conveyance or transfer.

     

    Section
      3.22 No
      Other Business.
      The
      Issuing Entity shall not engage in any business other than as set forth with
      respect thereto in the Trust Agreement and other than financing, purchasing,
      owning and selling and managing the Mortgage Loans and the issuance of the
      Notes
      and Certificates in the manner contemplated by this Indenture and the Basic
      Documents and all activities incidental thereto.

     

    Section
      3.23 No
      Borrowing.
      The
      Issuing Entity shall not issue, incur, assume, guarantee or otherwise become
      liable, directly or indirectly, for any indebtedness except for the Notes under
      this Indenture.

     

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

     

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

     

    Section
      3.26 Determination
      of Note Interest Rate.
      On each
      Interest Determination Date the Securities Administrator shall determine
      One-Month LIBOR and Six-Month LIBOR and the related Note Interest Rate for
      each
      Class of related Notes for the following Accrual Period and shall make such
      information available pursuant to Section 7.05 hereof to the Indenture Trustee,
      the Issuing Entity, the Servicer and the Depositor. The establishment of
      One-Month LIBOR and Six-Month LIBOR on each Interest Determination Date by
      the
      Securities Administrator and the Securities Administrator’s calculation of the
      rate of interest applicable to each Class of applicable Notes for the related
      Accrual Period shall (in the absence of manifest error) be final and
      binding.

     


    
      
        
        

      

      
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    Section
      3.27 Restricted
      Payments.
      The
      Issuing Entity 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 Issuing Entity or otherwise with respect to
      any
      ownership or equity interest or security in or of the Issuing Entity, (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
      Issuing Entity may make, or cause to be made, (x) distributions and payments
      to
      the Securities Administrator, the Owner Trustee, the Indenture Trustee, the
      Certificate Registrar, the Certificate Paying Agent, the Noteholders and the
      Certificateholders as contemplated by, and to the extent funds are available
      for
      such purpose under this Indenture and the Trust Agreement and (y) payments
      to
      the Servicer and the Master Servicer pursuant to the terms of the Servicing
      Agreement and the Master Servicing Agreement. The Issuing Entity will not,
      directly or indirectly, make payments to or distributions from the Collection
      Account except in accordance with this Indenture and the Basic
      Documents.

     

    Section
      3.28 Notice
      of Events of Default.
      The
      Issuing Entity shall give the Indenture Trustee and the Rating Agencies prompt
      written notice of each Event of Default hereunder and under the Trust
      Agreement.

     

    Section
      3.29 Further
      Instruments and Acts.
      Upon
      request of the Indenture Trustee, the Issuing Entity 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
      3.30 Statements
      to Noteholders.
      On each
      Payment Date, the Securities Administrator shall make available on the
      Securities Administrator’s website, www.ctslink.com (or deliver at the
      recipient’s option), to each Noteholder and Certificateholder the statement
      prepared by the Securities Administrator pursuant to and in the manner provided
      for in Section 7.05 hereof.

     

    Section
      3.31 [Reserved]

     

    Section
      3.32 [Reserved]

     

    Section
      3.33 [Reserved]

     

    Section
      3.34 Replacement
      Derivative Contracts.
      In the
      event of an Event of Default or Termination Event (each, as defined in the
      related Derivative Contract) with respect to the Cap Counterparty or the
      Corridor Provider, as applicable, under a Derivative Contract (a “Derivative
      Contract Default”), the Issuing Entity, at its expense, may, but shall not be
      required to, substitute a new derivative contract or any other form of similar
      coverage for such Derivative Contract; provided,
      however,
      that
      the timing and mechanism for receiving payments under such new derivative
      contract shall be reasonably acceptable to the Indenture Trustee. It shall
      be a
      condition to substitution of any new derivative contract that there be delivered
      to the Indenture Trustee an Opinion of Counsel to the effect that such
      substitution would not (a) result in a “substantial modification” of the Notes
      under Treasury Regulation section 1.1001-3, or adversely affect the status
      of
      the Notes as indebtedness for federal income tax purposes, or (b) if 100% of
      the
      Certificates and the Retained Notes (to the extent that such Retained Notes
      have
      not received a “will be debt” opinion) are not owned by American
      Home Mortgage Acceptance Inc.,
      cause
      the Trust to be subject to entity level tax for federal income tax
      purposes.

     


    
      
        
        

      

      
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    Section
      3.35 [Reserved]

     

    Section
      3.36 [Reserved]

     

    Section
      3.37 Certain
      Representations Regarding the Trust Estate.

     

    (a) With
      respect to that portion of the Collateral described in clauses (a) through
      (h)
      of the Granting Clause, the Issuing Entity represents to the Indenture Trustee
      that:

     

    (i) This
      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 Issuing Entity.

     

    (ii) The
      Collateral constitutes “deposit accounts” or “instruments,” as applicable,
      within the meaning of the applicable UCC.

     

    (iii) The
      Issuing Entity owns and has good and marketable title to the Collateral, free
      and clear of any lien, claim or encumbrance of any Person.

     

    (iv) The
      Issuing Entity has taken all steps necessary to cause the Indenture Trustee
      to
      become the account holder of the Collateral.

     

    (v) Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, or the conveyances that the Issuing Entity would be required to
      make
      at the time of a REMIC Conversion following the satisfaction and discharge
      of
      this Indenture following a TMP Trigger Event, the Issuing Entity has not
      pledged, assigned, sold, granted a security interest in, or otherwise conveyed
      any of the Collateral.

     

    (vi) The
      Collateral is not in the name of any Person other than the Issuing Entity or
      the
      Indenture Trustee. The Issuing Entity has not consented to the bank maintaining
      the Collateral to comply with instructions of any Person other than the
      Indenture Trustee.

     

    (b) With
      respect to that portion of the Collateral described in clauses (i) and (h)
      of
      the Granting Clause, the Issuing Entity represents to the Indenture Trustee
      that:

     

    (i) This
      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 Issuing Entity.

     

    (ii) The
      Collateral constitutes “general intangibles” within the meaning of the
      applicable UCC.

     


    
      
        
        

      

      
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    (iii) The
      Issuing Entity owns and has good and marketable title to the Collateral, free
      and clear of any lien, claim or encumbrance of any Person.

     

    (iv) Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuing Entity has not pledged, assigned, sold, granted a
      security interest in, or otherwise conveyed any of the Collateral.

     

    (c) With
      respect to any Collateral in which a security interest may be perfected by
      filing, the Issuing Entity has not authorized the filing of, and is not aware
      of
      any financing statements against, the Issuing Entity, that include a description
      of collateral covering such Collateral, other than any financing statement
      relating to the security interest granted to the Indenture Trustee hereunder
      or
      that has been terminated. The Issuing Entity is not aware of any judgment or
      tax
      lien filings against the Issuing Entity.

     

    (d) The
      Issuing Entity has caused or will have caused, within ten days of the Closing
      Date, the filing of all appropriate financing statements in the proper filing
      office in the appropriate jurisdictions under applicable law in order to perfect
      the security interest in all Collateral granted to the Indenture Trustee
      hereunder in which a security interest may be perfected by filing. Any financing
      statement that is filed in connection with this Section 3.37 shall contain
      a
      statement that a purchase or security interest in any collateral described
      therein will violate the rights of the secured party named in such financing
      statement.

     

    (e) The
      foregoing representations may not be waived and shall survive the issuance
      of
      the Notes.

     

    Section
      3.38 Allocation
      of Realized Losses.

     

    (a) Any
      Realized Losses on Group I Mortgage Loans will be allocated or covered on any
      Payment Date, in accordance with the statement for such Payment Date provided
      by
      the Securities Administrator pursuant to Section 7.05 hereof, as follows:
first,
      to the
      Net Monthly Excess Cashflow, by an increase in the Overcollateralization
      Increase Amount for that Payment Date as provided in Section 3.05 of this
      Indenture; second,
      in
      reduction of the Overcollateralized Amount until reduced to zero (meaning,
      no
      losses will be allocated to the Class I-M Notes until the aggregate Note
      Principal Balance of the Notes equals the aggregate Stated Principal Balance
      of
      the Group I Mortgage Loans; third,
      to the
      Class I-M-6 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; fourth,
      to the
      Class I-M-5 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; fifth,
      to the
      Class I-M-4 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; sixth,
      to the
      Class I-M-3 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; seventh,
      to the
      Class I-M-2 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; eighth,
      to the
      Class I-M-1 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; and ninth,
      sequentially to the Class I-A-3 Notes and Class I-A-2 Notes, in that order,
      in
      reduction of the Note Principal Balance thereof, until reduced to zero. No
      Realized Losses shall be allocated to the Class I-1A-1 Notes or Class I-2A-1
      Notes.

     

    
      
        
        

      

      
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    (b) Any
      Realized Losses on the Group II-C Mortgage Loans and Group II-NC Mortgage Loans
      will be allocated on any Payment Date, in accordance with the statement for
      such
      Payment Date provided by the Securities Administrator pursuant to Section 7.05
      hereof, as follows: first,
      to the
      Class II-B Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; second,
      to the
      Class II-M-5 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; third,
      to the
      Class II-M-4 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; fourth,
      to the
      Class II-M-3 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; fifth,
      to the
      Class II-M-2 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero; sixth,
      to the
      Class II-M-1 Notes, in reduction of the Note Principal Balance thereof, until
      reduced to zero. Thereafter, (A) any Realized Losses on the Group II-C Mortgage
      Loans will be allocated on any Payment Date to the Class II-A-2 Notes, in
      reduction of the Note Principal Balance thereof, until reduced to zero, and
      the
      portion of any Realized Losses on a Group II-C Mortgage Loans that would
      otherwise be allocated to the Class II-A-1 Notes will instead be allocated
      to
      the Class II-A-2 Notes, and (B) any Realized Losses on the Group II-NC Mortgage
      Loans will be allocated on any Payment Date to the Class II-A-4 Notes, in
      reduction of the Note Principal Balance thereof, until reduced to zero, and
      the
      portion of any Realized Losses on Group II-NC Mortgage Loans that would
      otherwise be allocated to the Class II-A-3 Notes will instead be allocated
      to
      the Class II-A-4 Notes.

     


    
      
        
        

      

      
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    ARTICLE
      IV

     

    
      THE
        NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

       

    

     

    Section
      4.01 The
      Notes.
      Each
      Class of Offered Notes shall be registered in the name of a nominee designated
      by the Depository. With respect to the Offered Notes, Beneficial Owners will
      hold interests in such Notes through the book-entry facilities of the Depository
      in minimum initial Note Principal Balances of $100,000 and integral multiples
      of
      $1 in excess thereof. The Non-Offered Notes will be issued in fully registered
      definitive physical form in minimum dollar denominations of $25,000 and integral
      multiples of $1 in excess thereof.

     

    The
      Indenture Trustee may for all purposes (including the making of payments due
      on
      the Notes) deal with the Depository as the authorized representative of the
      Beneficial Owners with respect to the Offered
      Notes
      for
      the purposes of exercising the rights of Holders of the Notes hereunder. Except
      as provided in the next succeeding paragraph of this Section 4.01, the rights
      of
      Beneficial Owners with respect to the Offered Notes shall be limited to those
      established by law and agreements between such Beneficial Owners and the
      Depository and Depository Participants. Except as provided in Section 4.08
      hereof, Beneficial Owners shall not be entitled to definitive certificates
      for
      the Offered Notes as to which they are the Beneficial Owners. Requests and
      directions from, and votes of, the Depository as Holder of the Offered Notes
      shall not be deemed inconsistent if they are made with respect to different
      Beneficial Owners. The Indenture Trustee may establish a reasonable record
      date
      in connection with solicitations of consents from or voting by Noteholders
      and
      give notice to the Depository of such record date. Without the consent of the
      Issuing Entity and the Indenture Trustee, no Offered Note may be transferred
      by
      the Depository except to a successor Depository that agrees to hold such Note
      for the account of the Beneficial Owners.

     

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

     

    The
      Notes
      shall, on original issue, be executed on behalf of the Issuing Entity by the
      Owner Trustee, not in its individual capacity but solely as Owner Trustee,
      authenticated by the Indenture Trustee and delivered by the Indenture Trustee
      to
      or upon an Issuing Entity Request.

     

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

     

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

     

    Subject
      to the restrictions and limitations set forth below, upon surrender for
      registration of transfer of any Note at
      the
office
      designated by
      the
Indenture
      Trustee,
      the
      Issuing Entity shall execute and the Note Registrar shall authenticate and
      deliver, in the name of the designated transferee or transferees, one or more
      new Notes in authorized initial Note Principal Balances evidencing the same
      Class and aggregate Percentage Interests.

     


    
      
        
        

      

      
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    Subject
      to the foregoing, at the option of the Noteholders, Notes may be exchanged
      for
      other Notes of like tenor and in authorized initial Note Principal Balances
      evidencing the same Class and aggregate Percentage Interests upon surrender
      of
      the Notes to be exchanged at the office designated by the Note Registrar.
      Whenever any Notes are so surrendered for exchange, the Issuing Entity shall
      execute and the Indenture Trustee shall authenticate and deliver the Notes
      which
      the Noteholder making the exchange is entitled to receive. Each Note presented
      or surrendered for registration of transfer or exchange shall (if so required
      by
      the Note Registrar) be duly endorsed by, or be accompanied by a written
      instrument of transfer in form reasonably satisfactory to the Note Registrar
      duly executed by the Holder thereof or his attorney duly authorized in writing
      with such signature guaranteed by a commercial bank or trust company located
      or
      having a correspondent located in the city of New York. Notes delivered upon
      any
      such transfer or exchange will evidence the same obligations, and will be
      entitled to the same rights and privileges, as the Notes
      surrendered.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Notes, but the Note Registrar shall require payment of a sum sufficient to
      cover
      any tax or governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Notes.

     

    The
      Issuing Entity hereby appoints the Indenture Trustee as (i) Certificate
      Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
      to Section 3.09 of the Trust Agreement in which, subject to such reasonable
      regulations as it may prescribe, the Certificate Registrar shall provide for
      the
      registration of Certificates and of transfers and exchanges thereof pursuant
      to
      Section 3.05 of the Trust Agreement and (ii) Note Registrar under this
      Indenture. The Indenture Trustee hereby accepts such appointments.

     

    (b) No
      Person
      shall become a Holder of Non-Offered Notes until it shall establish its
      non-foreign status by submitting to the Paying Agent an IRS Form W-9 and the
      Certificate of Non-Foreign Status set forth in Exhibit L hereto.

     

    No
      transfer, sale, pledge or other disposition of a Non-Offered Note shall be
      made
      unless such transfer, sale, pledge or other disposition is exempt from the
      registration requirements of the Securities Act and any applicable state
      securities laws or is made in accordance with said Act and laws. In the event
      of
      any such transfer, the Note Registrar or the Depositor shall prior to such
      transfer require the transferee to execute (A) either (i) (a) an investment
      letter in substantially the form attached hereto as Exhibit K (or in such form
      and substance reasonably satisfactory to the Note Registrar and the Depositor)
      which investment letter shall not be an expense of the Trust, the Owner Trustee,
      the Indenture Trustee, the Securities Administrator, the Note Registrar, the
      Master Servicer, the Servicer, the Sponsor or the Depositor and which investment
      letter states that, among other things, such transferee (1) is a “qualified
      institutional buyer” as defined under Rule 144A, acting for its own account or
      the accounts of other “qualified institutional buyers” as defined under Rule
      144A, and (2) is aware that the proposed transferor intends to rely on the
      exemption from registration requirements under the Securities Act of 1933,
      as
      amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Note Registrar
      and
      the Depositor that such transfer may be made pursuant to an exemption,
      describing the applicable exemption and the basis therefor, from said Act and
      laws or is being made pursuant to said Act and laws, which Opinion of Counsel
      shall not be an expense of the Trust, the Owner Trustee, the Indenture Trustee,
      the Securities Administrator, the Note Registrar, the Master Servicer, the
      Servicer, the Sponsor or the Depositor and (b) either (1) the transferee
      executes a representation letter, substantially in the form of Exhibit M hereto,
      and the transferor executes a representation letter, substantially in the form
      of Exhibit N hereto, each acceptable to and in form and substance satisfactory
      to the Note Registrar certifying the facts surrounding such transfer, which
      representation letters shall not be an expense of the Trust, the Owner Trustee,
      the Indenture Trustee, the Securities Administrator, the Note Registrar, the
      Master Servicer, the Servicer, the Sponsor or the Depositor or (2) an
      Opinion of Counsel has been rendered by nationally recognized tax counsel
      stating that such Notes will be treated as debt for federal income tax
      purposes
      and (B)
      the Certificate of Non-Foreign Status (in substantially the form attached hereto
      as Exhibit L) acceptable to and in form and substance reasonably satisfactory
      to
      the Note Registrar, which certificate shall not be an expense of the Trust,
      the
      Owner Trustee, the Indenture Trustee, the Securities Administrator, the Note
      Registrar, the Master Servicer, the Servicer, the Sponsor or the Depositor.
      The
      Holder of a Non-Offered Note desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trust, the Owner Trustee, the Indenture Trustee,
      the Paying Agent, the Note Registrar, the Master Servicer, the Servicer and
      the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     


    
      
        
        

      

      
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    No
      person
      shall become a Holder of Non-Offered Notes, so long as any Notes are
      Outstanding, until it shall establish its status as a real estate investment
      trust (“REIT”) or as a “qualified REIT subsidiary” (“QRS”) within the meaning of
      Section 856(a) or Section 856(i) of the Code, respectively, by submitting to
      the
      Note Registrar and the Transferee Certificate set forth in Exhibit P hereto
      and,
      following such transfer, such Holder of Non-Offered Notes shall own 100% of
      the
      Non-Offered Notes and the Trust Certificates.

     

    No
      offer,
      sale, transfer, pledge, hypothecation or other disposition (including any
      pledge, sale or transfer under a repurchase transaction or securities loan)
      of
      any Non-Offered Note shall be made to any transferee unless, prior to such
      disposition, the proposed transferor delivers to the Note Registrar (i) an
      Opinion of Counsel, rendered by a law firm generally recognized to be qualified
      to opine concerning the tax aspects of asset securitization, to the effect
      that
      such transfer (including any disposition permitted following any default under
      any pledge or repurchase transaction) will not cause the Trust to be no longer
      be treated for federal income tax purposes as a “qualified REIT subsidiary”
within the meaning of Section 856(i) of the Code and (ii) a certificate that
      stating that any Non-Offered Notes may be transferred by the related lender
      under any such related loan agreement or repurchase agreement upon a default
      under any such indebtedness, in which case the transferor shall deliver to
      the
      Note Registrar and the Indenture Trustee substantially in the form attached
      hereto as Exhibit Q certifying to such effect. Notwithstanding the foregoing,
      the provisions of this paragraph shall not apply to the initial transfer of
      the
      Non-Offered Notes to the Depositor.

     

    No
      offer,
      sale, transfer or other disposition (including pledge) of any Non-Offered Note
      shall be made to any affiliate of the Depositor or the Issuing Entity, other
      than the initial transfer of the Non-Offered Notes to the
      Depositor.

     


    
      
        
        

      

      
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    With
      respect to the restriction on transfer of the Notes contained in this Section
      4.02 and in Section 4.15, any transferor providing an Opinion of Counsel shall
      (i) deliver such opinion to the appropriate addressees, (ii) confirm the
      acceptability of such opinion with the applicable addressees and (iii) inform
      the Note Registrar of delivery and confirmation described in clause (i) and
      clause (ii).

     

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

     

    Upon
      the
      issuance of any replacement Note under this Section 4.03, the Issuing Entity
      may
      require the payment by the Holder of such Note of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in relation thereto and
      any
      other reasonable expenses (including the fees and expenses of the Indenture
      Trustee) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section 4.03 in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuing Entity, whether or not the
      mutilated, destroyed, lost or stolen Note shall be at any time enforceable
      by
      anyone, and shall be entitled to all the benefits of this Indenture equally
      and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section 4.03 are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    Section
      4.04 Persons
      Deemed Owners.
      Prior
      to due presentment for registration of transfer of any Note, the Issuing Entity,
      the Indenture Trustee, the Paying Agent and any agent of the Issuing Entity
      or
      the Indenture Trustee or the Paying Agent may treat the Person in whose name
      any
      Note is registered (as of the day of determination) as the owner of such Note
      for the purpose of receiving payments of principal of and interest, if any,
      on
      such Note and for all other purposes whatsoever, whether or not such Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee, the Paying
      Agent
      nor any agent of the Issuing Entity or the Indenture Trustee or the Paying
      Agent
      shall be affected by notice to the contrary.

     


    
      
        
        

      

      
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    Section
      4.05 Cancellation.
      All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Indenture Trustee, be
      delivered to the Indenture Trustee and shall be promptly cancelled by the
      Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture
      Trustee for cancellation any Notes previously authenticated and delivered
      hereunder which the Issuing Entity may have acquired in any manner whatsoever,
      and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
      No Notes shall be authenticated in lieu of or in exchange for any Notes
      cancelled as provided in this Section 4.05, except as expressly permitted by
      this Indenture. All cancelled Notes may be held or disposed of by the Indenture
      Trustee in accordance with its standard retention or disposal policy as in
      effect at the time unless the Issuing Entity shall direct by an Issuing Entity
      Request that they be destroyed or returned to it; provided,
      however,
      that
      such Issuing Entity Request is timely and the Notes have not been previously
      disposed of by the Indenture Trustee.

     

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

     

    (i) the
      provisions of this Section 4.06 shall be in full force and effect;

     

    (ii) the
      Note
      Registrar, the Paying Agent and the Indenture Trustee shall be entitled to
      deal
      with the Depository for all purposes of this Indenture (including the payment
      of
      principal of and interest on the Notes and the giving of instructions or
      directions hereunder) as the sole Holder of the Notes, and shall have no
      obligation to the Beneficial Owners of the Notes;

     

    (iii) to
      the
      extent that the provisions of this Section 4.06 conflict with any other
      provisions of this Indenture, the provisions of this Section 4.06 shall
      control;

     

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

     


    
      
        
        

      

      
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    (v) whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Note
      Principal Balances of the Notes, the Depository shall be deemed to represent
      such percentage with respect to the Notes only to the extent that it has
      received instructions to such effect from Beneficial Owners and/or Depository
      Participants owning or representing, respectively, such required percentage
      of
      the beneficial interest in the Notes and has delivered such instructions to
      the
      Indenture Trustee.

     

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

     

    Section
      4.08 Definitive
      Notes.
      If (i)
      the Depositor advises the Indenture Trustee or the Note Registrar in writing
      that the Depository is no longer willing or able to properly discharge its
      responsibilities as clearing agency with respect to the Offered Notes and the
      Depositor is unable to locate a qualified successor within 30 days, (ii) the
      Depositor, at its option (with the consent of the Indenture Trustee, which
      consent shall not by unreasonably withheld), elects to terminate the book-entry
      system through the Depository or (iii) after the occurrence of an Event of
      Default, any Note Owner materially and adversely affected thereby may, at its
      option, request and receive a Definitive Note evidencing such Note Owner’s
      Percentage Interest in the related Class of Offered Notes. Upon surrender to
      the
      Indenture Trustee of the global Offered Note or definitive typewritten Notes
      representing the Book-Entry Notes by the Depository, accompanied by registration
      instructions, the Note Registrar will re-issue the Book-Entry Notes as
      Definitive Notes issued in the respective Note Principal Balances owned by
      individual Note Owners. None of the Issuing Entity, the Note Registrar or the
      Indenture Trustee shall be liable for any delay in delivery of such instructions
      and may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Notes, the Indenture Trustee
      shall
      recognize the Holders of the Definitive Notes as Noteholders.

     

    Section
      4.09 Tax
      Treatment.
      The
      Issuing Entity has entered into this Indenture, and the Notes will be issued
      with the intention that, for federal, state and local income, single business
      and franchise tax purposes, the Notes (other than the Non-Offered Notes, which
      at the time of issuance, American Home Mortgage Investment Corp. or one of
      its
      qualified REIT subsidiaries acquires beneficial ownership thereof)will qualify
      as indebtedness. The Issuing Entity and the Indenture Trustee (in accordance
      with Section 6.06 hereof), by entering into this Indenture, and each Noteholder,
      by its acceptance of its Note (and each Beneficial Owner by its acceptance
      of an
      interest in the applicable Book-Entry Note), agree to treat the Notes for
      federal, state and local income, single business and franchise tax purposes
      as
      indebtedness.

     

    Section
      4.10 Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect with respect to the Notes except
      as to (i) rights of registration of transfer and exchange, (ii) substitution
      of
      mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
      receive payments of principal thereof and interest thereon, (iv) Sections 3.03
      and 3.05, (v) the rights and immunities of the Indenture Trustee hereunder
      (including the rights of the Indenture Trustee under Section 6.07) and the
      obligations of the Indenture Trustee under Section 4.11 and (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 Issuing Entity, shall execute
      proper instruments acknowledging satisfaction and discharge of this Indenture
      with respect to the Notes and shall release and deliver the Collateral to or
      upon the Issuing Entity Request, when

     


    
      
        
        

      

      
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    (A) either

     

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

     

    (2) all
      Notes
      not theretofore delivered to the Indenture Trustee for cancellation

     

    
      	 	
              a.

            	
              have
                become due and payable,

            


    

     

    
      	 	
              b.

            	
              will
                become due and payable at the Final Scheduled Payment Date within
                one
                year,

            


    

     

    
      	 	
              c.

            	
              have
                been called for early redemption and the Trust has been terminated
                pursuant to Section 8.08 hereof, or

            


    

     

    
      	 	
              d.

            	
              have
                been called for surrender in exchange for the corresponding Classes
                of
                REMIC Notes or REMIC Privately Offered Certificates pursuant to Section
                8.07 following the occurrence of the REMIC Conversion as described
                in
                Article XI and the Trust has been termination pursuant to Section
                8.05
                hereof,

            


    

     

    and
      the
      Issuing Entity, in the case of a. or b. 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 Notes then outstanding not theretofore delivered to the Indenture Trustee
      for cancellation when due on the Final Scheduled Payment Date or other final
      Payment Date and has delivered to the Indenture Trustee a verification report
      with respect to such direct obligations or obligations guaranteed by the United
      States of America from a nationally recognized accounting firm certifying that
      the amounts deposited with the Indenture Trustee are sufficient to pay and
      discharge the entire indebtedness of such Notes, or, in the case of c. above,
      the Issuing Entity shall have complied with all requirements of Section 8.08
      hereof; and

     

    (B) the
      Issuing Entity has delivered to the Indenture Trustee, an Officer’s Certificate
      and an Opinion of Counsel, each meeting the applicable requirements of Section
      10.01 hereof, each stating that all conditions precedent herein provided for
      relating to the satisfaction and discharge of this Indenture have been complied
      with and, if the Opinion of Counsel relates to a deposit made in connection
      with
      Section 4.10(A)(2)b. above, such opinion shall further be to the effect that
      such deposit will constitute an “in-substance defeasance” within the meaning of
      Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuing
      Entity will be the owner of the assets deposited in trust for federal income
      tax
      purposes.

     


    
      
        
        

      

      
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    Section
      4.11 Application
      of Trust Money.
      All
      monies deposited with the Indenture Trustee pursuant to Section 4.10 hereof
      shall be held in trust and applied by it, in accordance with the provisions
      of
      the Notes and this Indenture, to the payment, either directly or through any
      Paying Agent or the Certificate Paying Agent as designee of the Issuing Entity,
      as the Indenture Trustee may determine, to the Holders of Securities, of all
      sums due and to become due thereon for principal and interest or otherwise;
      but
      such monies need not be segregated from other funds except to the extent
      required herein or required by law.

     

    Section
      4.12 [Reserved]

     

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

     

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

     

    If
      temporary Notes are issued, the Issuing Entity will cause Definitive Notes
      to be
      prepared without unreasonable delay. After the preparation of the Definitive
      Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
      surrender of the temporary Notes at the office of the agent of the Indenture
      Trustee located at c/o DB Services Tennessee, 648 Grassmere Park Road,
      Nashville, Tennessee 37211-3658, without charge to the Holder. Upon surrender
      for cancellation of any one or more temporary Notes, the Issuing Entity shall
      execute and, upon Issuing Entity Request, the Indenture Trustee shall
      authenticate and make available for delivery, in exchange therefor, Definitive
      Notes of authorized denominations and of like tenor, class and aggregate
      principal amount. Until so exchanged, such temporary Notes shall in all respects
      be entitled to the same benefits under this Indenture as Definitive
      Notes.

     

    Section
      4.15 Representation
      Regarding ERISA.
      By
      acquiring an Offered Note or interest therein, each Holder of such Note or
      Beneficial Owner of any such interest will be deemed to represent that either
      (1) it is not acquiring such Note with Plan Assets or (2) (A) the acquisition,
      holding and transfer of such Note will not give rise to a non-exempt prohibited
      transaction under Section 406 of ERISA or Section 4975 of the Code and (B)
      the
      Offered Note is rated investment grade or better and such person believes that
      the Offered Note is properly treated as indebtedness without substantial equity
      features for purposes of Department of Labor regulation 29 C.F.R. § 2510.3-101
      (the “DOL Regulations”), and agrees to so treat the Note. Alternatively,
      regardless of the rating of the Offered Note, such person may provide the
      Indenture Trustee and the Owner Trustee with an opinion of counsel, which
      opinion of counsel will not be at the expense of the Issuing Entity, the
      Sponsor, the Depositor, any Underwriter, the Owner Trustee, the Indenture
      Trustee, the Securities Administrator, the Servicer or any successor servicer
      which opines that the acquisition, holding and transfer of such Offered Note
      or
      interest therein is permissible under applicable law, will not constitute or
      result in a non-exempt prohibited transaction under ERISA or Section 4975 of
      the
      Code and will not subject the Issuing Entity, the Sponsor, the Depositor, any
      Underwriter, the Owner Trustee, the Indenture Trustee, the Servicer, the Master
      Servicer or the Securities Administrator or any successor servicer to any
      obligation in addition to those undertaken in the Indenture.

     


    
      
        
        

      

      
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    No
      transfer of Non-Offered Notes or any interest therein shall be made to any
      Person unless the Depositor, the Owner Trustee, the Indenture Trustee, the
      Note
      Registrar and the Servicer are provided with an Opinion of Counsel which
      establishes to the satisfaction of the Note Registrar that the purchase of
      Non-Offered Notes, operation of the Trust and management of Trust assets are
      permissible under applicable law, will not constitute or result in any
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Depositor, the Owner Trustee, the Note Registrar, the Securities
      Administrator, the Master Servicer, the Sponsor, the Servicer or any successor
      servicer to any obligation or liability (including obligations or liabilities
      under ERISA or Section 4975 of the Code) in addition to those undertaken in
      this
      Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
      the Owner Trustee, the Indenture Trustee, the Note Registrar, the Securities
      Administrator, the Master Servicer, the Servicer or the Sponsor. In lieu of
      such
      Opinion of Counsel, a Person acquiring such Non-Offered Notes may provide a
      certification in the form of Exhibit O hereto to the Depositor, the Owner
      Trustee and the Note Registrar, which the Depositor, the Owner Trustee, the
      Indenture Trustee, the Note Registrar, the Securities Administrator, the Master
      Servicer, the Servicer and the Sponsor may rely upon without further inquiry
      or
      investigation. Neither an Opinion of Counsel nor a certification will be
      required in connection with the initial transfer of any such Non-Offered Note
      by
      the Depositor to an affiliate of the Depositor (in which case, the Depositor
      or
      any affiliate thereof shall be deemed to have represented that such affiliate
      is
      not a Plan or a Person investing Plan Assets of any Plan) and the Owner Trustee
      and the Note Registrar shall be entitled to conclusively rely upon a
      representation (which, upon the request of the Owner Trustee or the Note
      Registrar, shall be a written representation) from the Depositor of the status
      of such transferee as an affiliate of the Depositor.

     


    
      
        
        

      

      
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    ARTICLE
      V

     

    
      DEFAULT
        AND REMEDIES

    

     

    Section
      5.01 Events
      of Default.
      The
      Issuing Entity shall deliver to the Indenture Trustee, within five days after
      learning of the occurrence of an Event of Default, 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) or (d) of the
      definition of “Event of Default”, its status and what action the Issuing Entity
      is taking or proposes to take with respect thereto. The Indenture Trustee shall
      not be deemed to have knowledge of any Event of Default unless a Responsible
      Officer has actual knowledge thereof or unless written notice of such Event
      of
      Default is received by a Responsible Officer and such notice references the
      Notes, the Trust Estate or this Indenture.

     

    Section
      5.02 Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default should occur and be continuing, then and in every such case
      the
      Indenture Trustee (i) with respect to the Notes, at the written direction of
      the
      Holders of Notes representing not less than a majority of the aggregate Note
      Principal Balance of the Notes, and upon any such declaration the unpaid Note
      Principal Balance of the Notes, together with accrued and unpaid interest
      thereon through the date of acceleration, shall become immediately due and
      payable.

     

    At
      any
      time after such declaration of acceleration of maturity with respect to an
      Event
      of Default 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, (i) with respect to the Notes, the Holders of the Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      each Class of Notes, by written notice to the Issuing Entity and the Indenture
      Trustee, may waive the related Event of Default and rescind and annul such
      declaration and its consequences if:

     

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

     

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

     

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

     

    (C) all
      amounts owed to the Cap Counterparty and the Corridor Provider.

     

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

     

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

     


    
      
        
        

      

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

     

    (a) The
      Issuing Entity covenants that if (i) default is made in the payment of any
      interest on any Note when the same becomes due and payable, and such default
      continues for a period of five days, or (ii) default is made in the payment
      of
      the principal of or any installment of the principal of any Note when the same
      becomes due and payable, the Issuing Entity shall, upon demand of the Indenture
      Trustee, with respect to the Notes at the written direction of the Holders
      of a
      majority of the aggregate Note Principal Balances of the Notes, pay to the
      Indenture Trustee, the Holders of Notes, the whole amount then due and payable
      on the related Notes for principal and interest, with interest at the applicable
      Note Interest Rate upon the overdue principal, 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 and its agents and counsel.

     

    (b) In
      case
      the Issuing Entity shall fail forthwith to pay such amounts upon such demand,
      the Indenture Trustee, in its own name and as trustee of an express trust,
      subject to the provisions of Section 4.12 and Section 10.16 hereof, may
      institute a Proceeding for the collection of the sums so due and unpaid, and
      may
      prosecute such Proceeding to judgment or final decree, and may enforce the
      same
      against the Issuing Entity or other obligor upon the Notes and collect in the
      manner provided by law out of the property of the Issuing Entity or other
      obligor upon the Notes, wherever situated, the monies adjudged or decreed to
      be
      payable.

     

    (c) If
      an
      Event of Default occurs and is continuing, the Indenture Trustee, subject to
      the
      provisions of Section 4.12 and Section 10.16 hereof, may, as more particularly
      provided in Section 5.04 hereof, in its discretion, proceed to protect and
      enforce its rights and the rights of the Noteholders by such appropriate
      Proceedings as directed in writing by the Holders of a majority of the aggregate
      Note Principal Balances of each Class of Notes, 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 Issuing Entity or any other obligor
      upon
      the Notes or any Person having or claiming an ownership interest in the Trust
      Estate, Proceedings under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or 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 Issuing Entity or its property or such other obligor
      or
      Person, or in case of any other comparable judicial Proceedings relative to
      the
      Issuing Entity or other obligor upon the Notes, or to the creditors or property
      of the Issuing Entity or such other obligor, the Indenture Trustee, as directed
      in writing by the Holders of a majority of the aggregate Note Principal Balances
      of each Class of Notes, irrespective of whether the principal of any Notes
      shall
      then be due and payable as therein expressed or by declaration or otherwise
      and
      irrespective of whether the Indenture Trustee shall have made any demand
      pursuant to the provisions of this Section, shall be entitled and empowered,
      by
      intervention in such Proceedings or otherwise:

     


    
      
        
        

      

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

     

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

     

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

     

    (iv) to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the Holders
      of
      Notes allowed in any judicial proceedings relative to the Issuing Entity, 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.

     

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

     

    (f) All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents and attorneys, shall be for the ratable benefit of
      the
      Holders of the Notes, subject to Section 5.05 hereof.

     


    
      
        
        

      

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

     

    (h) When
      the
      Indenture Trustee incurs expenses or renders services in connection with an
      Event of Default specified in clause (e) of the definition thereof or any other
      related Proceedings the expenses (including the reasonable charges and expenses
      of its counsel) and the compensation for the services are intended to constitute
      expenses of administration under any applicable Federal or state bankruptcy,
      insolvency or other similar law.

     

    Section
      5.04 Remedies;
      Priorities.

     

    (a) If
      an
      Event of Default shall have occurred and be continuing and if an acceleration
      has been declared and not rescinded pursuant to Section 5.02 hereof, the
      Indenture Trustee, subject to the provisions of Section 10.16 hereof, may and
      shall, with respect to the Notes, at
      the
      written direction of the Holders of a majority of the aggregate Note Principal
      Balances of the Notes,
      do one
      or more of the following (subject to Section 5.05 hereof):

     

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

     

    (iv) 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;

     

    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 receives the
      consent of the Holders of 100% of the aggregate Note Principal Balance of the
      Notes then outstanding, (B) it is determined that the proceeds of such sale
      or
      liquidation distributable to the Holders of the Notes are sufficient to
      discharge in full all amounts then due and unpaid upon such Notes for principal
      and interest or (C) it is determined that the mortgage loans will not continue
      to provide sufficient funds for the payment of principal of and interest on
      the
      applicable Notes as they would have become due if the Notes had not been
      declared due and payable, and the Indenture Trustee receives the consent of
      the
      Holders of 66 2/3% of the aggregate Note Principal Balance of the Notes then
      outstanding. In determining such sufficiency or insufficiency with respect
      to
      clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely
      upon an opinion (obtained at the expense of the Trust) 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. Notwithstanding the foregoing, so long as an Event
      of
      Master Servicer Termination has not occurred, any Sale of the Trust Estate
      shall
      be made subject to the continued servicing of the Mortgage Loans by the Servicer
      as provided in the related Servicing Agreement.

     


    
      
        
        

      

      
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    (b) If
      the
      Indenture Trustee collects any money or property with respect to the Group
      I
      Loans, Group II-C Loans or Group II-NC Loans, pursuant to this Article V, it
      shall pay out the money or property in the following order as determined by
      the
      Securities Administrator for each Loan Group:

     

    FIRST:
      to
      the Indenture Trustee, the Securities Administrator, the Master Servicer and
      Servicer for amounts due and not previously paid under
      the
      Basic Documents;

     

    SECOND:
      to the Cap Counterparty and the Corridor Provider, any amounts due and unpaid
      to
      the Cap Counterparty and the Corridor Provider under the Cap Contracts and
      the
      Corridor Contract, respectively;

     

    THIRD:
      to
      the related Noteholders, the amount of interest then due and unpaid on the
      related Notes (other than Basis Risk Shortfall Carry-Forward Amounts and Net
      WAC
      Shortfall Carry-Forward Amounts), first, to the related Class A Noteholders,
      on
      a pro
      rata basis,
      the
      related Accrued Note Interest for such Class, plus any related Unpaid Interest
      Shortfalls, and second, to the Class M Noteholders, sequentially, according
      to
      the amounts due and payable on such Notes for interest;

     

    FOURTH:
      to the related Noteholders the amount of principal then due and unpaid on the
      related Notes, and to each such Noteholder, on a pro rata basis, without
      preference or priority of any kind, until the Note Principal Balance of each
      such Class is reduced to zero;

     

    FIFTH:
      with respect to the Group I Loans, to the Class I-A-2, Class I-A-3 and Class
      I-M
      Notes, and with respect to the Group II-C Loans and Group II-NC Loans, II-A-2
      Notes or the Class II-A-4 Notes, as applicable, and Class II-B Notes and Class
      II-M Notes, in order of payment priority as set forth in Section 3.38, the
      amount of any related Allocated Realized Loss Amount not previously
      paid;

     

    SIXTH:
      to
      the related Notes, in order of payment priority, the amount of any related
      Basis
      Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts,
      as applicable, not previously paid; and

     

    SEVENTH:
      to the payment of the remainder, if any, to the Holder of the Trust Certificate
      on behalf of the Issuing Entity.

     

    The
      Indenture Trustee may fix a record date and Payment Date for any payment to
      Noteholders pursuant to this Section 5.04. At least 15 days before such record
      date, the Indenture Trustee shall mail to each Noteholder a notice that states
      the record date, the Payment Date and the amount to be paid.

     

    Section
      5.05 Optional
      Preservation of the Trust Estate.
      If the
      Notes have been declared to be due and payable under Section 5.02 following
      an
      Event of Default and such declaration and its consequences have not been
      rescinded and annulled, the Indenture Trustee may, and shall, at the written
      direction of the Holders of a majority of the aggregate Note Principal Balances
      of the Notes, elect to take and 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 Notes
      and
      other obligations of the Issuing Entity and the Indenture Trustee, shall take
      such desire into account when determining whether or not to take and maintain
      possession of the Trust Estate. In determining whether to take and maintain
      possession of the Trust Estate, the Indenture Trustee may, but need not, obtain
      and rely upon an opinion of an Independent investment banking or accounting
      firm
      of national reputation 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
      5.06 Limitation
      of Suits.
      No
      Holder of any Note, shall have any right to institute any Proceeding, judicial
      or otherwise, with respect to this Indenture, or for the appointment of a
      receiver or trustee, or for any other remedy hereunder, unless and subject
      to
      the provisions of Section 10.16 hereof:

     

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

     

    (ii) the
      Holders of not less than 25% of the aggregate Note Principal Balances of the
      Notes have made a written request to the Indenture Trustee to institute such
      Proceeding in respect of such Event of Default in its own name as Indenture
      Trustee hereunder;

     

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

     

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

     

    (v) no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the Note
      Principal Balances of the Notes.

     

    It
      is
      understood and intended that no one or more Holders of Notes shall have any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Notes or to obtain or to seek to obtain priority or preference over any
      other
      Holders or to enforce any right under this Indenture, except in the manner
      herein provided. No Holder of any Note shall have any right to institute any
      Proceeding, judicial or otherwise, with respect to a TMP Trigger Event, with
      respect to the meeting of the conditions to a REMIC Conversion or with respect
      to a REMIC Conversion.

     

    Subject
      to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee
      shall receive conflicting or inconsistent requests and indemnity from two or
      more groups of Holders of Notes, each representing less than a majority of
      the
      Note Principal Balances of the Notes, the Indenture Trustee shall take the
      action requested by the group of Holders representing the largest percentage
      of
      the Note Principal Balance.

     


    
      
        
        

      

      
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    Section
      5.07 Unconditional
      Rights of Noteholders To Receive Principal and Interest.
      Notwithstanding any other provisions in this Indenture, the Holder of any Note
      shall have the right, which is absolute and unconditional, to receive payment
      of
      the principal of and interest, if any, on such Note on or after the respective
      due dates thereof expressed in such Note or in this Indenture and to institute
      suit for the enforcement of any such payment, and such right shall not be
      impaired without the consent of such Holder. Notwithstanding the foregoing,
      in
      the event of a REMIC Conversion, Holders of Offered Notes shall receive, in
      a
      mandatory exchange for such Notes, REMIC Notes, whose principal and interest
      entitlement shall not be determined by this Indenture but rather by the
      provisions of an indenture and pooling and servicing agreement governing the
      cashflows of the REMIC Notes and REMIC Privately Offered Certificates, as
      applicable. In addition, in the event of a REMIC Conversion, Holders of the
      Non-Offered Notes shall receive, in a mandatory exchange for such Notes, REMIC
      Privately Offered Certificates, whose principal and interest entitlement shall
      not be determined by this Indenture but rather by the provisions of a pooling
      and servicing agreement governing the cashflows of the REMIC Privately Offered
      Certificates.

     

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

     

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

     

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

     

    Section
      5.11 Control
      By Noteholders.
      (i)
      With respect to the Notes, the Holders of a majority of the aggregate Note
      Principal Balances of 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 related 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;

     


    
      
        
        

      

      
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    (b) any
      direction to the Indenture Trustee to sell or liquidate the Trust Estate shall
      be by Holders of Notes representing not less than 100% of the Note Principal
      Balances of the Notes; and

     

    (c) the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction of the Holders of Notes
      representing a majority of the Note Principal Balances of the
      Notes.

     

    Notwithstanding
      the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee
      need not take any action that it determines might involve it in
      liability.

     

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

     

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

     

    Section
      5.13 Undertaking
      for Costs.
      All
      parties to this Indenture agree, and each Holder of any Note and each Beneficial
      Owner of any interest therein by such Holder’s or Beneficial Owner’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 5.13 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 Note Principal Balances of the Notes or (c) any suit instituted by any
      Noteholder for the enforcement of the payment of principal of or interest on
      any
      Note on or after the respective due dates expressed in such Note and in this
      Indenture.

     

    Section
      5.14 Waiver
      of Stay or Extension Laws.
      The
      Issuing Entity covenants (to the extent that it may lawfully do so) that it
      will
      not at any time insist upon, 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 Issuing Entity (to the extent that it may lawfully
      do
      so) hereby expressly waives all benefit or advantage of any such law, and
      covenants that it shall not hinder, delay or impede the execution of any power
      herein granted to the Indenture Trustee, but will suffer and permit the
      execution of every such power as though no such law had been
      enacted.

     


    
      
        
        

      

      
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    Section
      5.15 Sale
      of Trust Estate.

     

    (a) The
      power
      to effect any sale or other disposition (a “Sale”) of any portion of the Trust
      Estate pursuant to Section 5.04 hereof is expressly subject to the provisions
      of
      Sections 5.05 and 5.11(b) hereof and this Section 5.15. The power to effect
      any
      such Sale shall not be exhausted by any one or more Sales as to any portion
      of
      the Trust Estate remaining unsold, but shall continue unimpaired until the
      entire Trust Estate shall have been sold or all amounts payable on the Notes
      and
      under this Indenture shall have been paid. The Indenture Trustee may from time
      to time postpone any public Sale by public announcement made at the time and
      place of such Sale. The Indenture Trustee hereby expressly waives its right
      to
      any amount fixed by law as compensation for any Sale.

     

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

     

    (1) the
      Holders of all Notes consent to or direct the Indenture Trustee to make, such
      Sale, or

     

    (2) the
      proceeds of such Sale would be not less than the entire amount which would
      be
      payable to the Noteholders under the Notes on the Payment Date next succeeding
      the date of such Sale,

     

    (3) the
      Indenture Trustee determines that the conditions for retention of the Trust
      Estate set forth in Section 5.05 hereof cannot be satisfied (in making any
      such
      determination, the Indenture Trustee may rely upon an opinion of an Independent
      investment banking firm obtained and delivered as provided in Section 5.05
      hereof), the Holders of Notes representing at least 100% of the Note Principal
      Balances of the Notes consent to such Sale; or

     

    (4) such
      Sale
      occurs following the occurrence of a TMP Trigger Event in accordance with the
      terms and conditions of this Indenture and the Trust Agreement.

     

    The
      purchase by the Indenture Trustee of all or any portion of the Trust Estate
      at a
      private Sale shall not be deemed a Sale or other disposition thereof for
      purposes of this Section 5.15(b).

     

    (c) [Reserved]

     

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

     

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

     


    
      
        
        

      

      
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    (2) the
      Indenture Trustee may, but is in no event obligated to, bid for and acquire
      the
      property offered for Sale in connection with any Sale thereof, and, subject
      to
      any requirements of, and to the extent permitted by, applicable law in
      connection therewith, may purchase all or any portion of the Trust Estate in
      a
      private sale, and, in lieu of paying cash therefor, may make settlement for
      the
      purchase price by crediting the gross Sale price against the sum of (A) the
      amount which would be distributable to the Holders of the Notes and Holders
      of
      Certificates as a result of such Sale in accordance with Section 5.04(b) hereof
      on the Payment Date next succeeding the date of such Sale and (B) the expenses
      of the Sale and of any Proceedings in connection therewith which are
      reimbursable to it, without being required to produce the Notes in order to
      complete any such Sale or in order for the net Sale price to be credited against
      such Notes, and any property so acquired by the Indenture Trustee shall be
      held
      and dealt with by it in accordance with the provisions of this
      Indenture;

     

    (3) the
      Indenture Trustee shall execute and deliver an appropriate instrument of
      conveyance, prepared by the Issuing Entity and satisfactory to the Indenture
      Trustee, transferring its interest in any portion of the Trust Estate in
      connection with a Sale thereof;

     

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

     

    (5) no
      purchaser or transferee at such a Sale shall be bound to ascertain the Indenture
      Trustee’s authority, inquire into the satisfaction of any conditions precedent
      or see to the application of any monies.

     

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

     

    Section
      5.17 Performance
      and Enforcement of Certain Obligations.

     

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

     


    
      
        
        

      

      
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    (b) The
      Indenture Trustee, as pledgee of the Mortgage Loans and the Servicing Agreement,
      may, and at the direction of the Holders of 66-2/3% of the Note Principal
      Balances of the Notes, shall exercise all rights, remedies, powers, privileges
      and claims of the Issuing Entity against the Sponsor or the Servicer under
      or in
      connection with the Mortgage Loan Purchase Agreement and the Servicing
      Agreement, including the right or power to take any action to compel or secure
      performance or observance by the Sponsor or the Servicer, as the case may be,
      of
      each of their obligations to the Issuing Entity thereunder and to give any
      consent, request, notice, direction, approval, extension or waiver under the
      Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may
      be, and any right of the Issuing Entity to take such action shall not be
      suspended.

     


    
      
        
        

      

      
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    ARTICLE
      VI



    
      THE
        INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

       

    

     

    Section
      6.01 Duties
      of Indenture Trustee and Securities Administrator.

     

    (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 circumstances in the conduct of such Person’s own
      affairs.

     

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

     

    (i) the
      Indenture Trustee and the Securities Administrator 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 or the Securities Administrator; and

     

    (ii) in
      the
      absence of bad faith on its part, the Indenture Trustee and the Securities
      Administrator may each conclusively rely, as to the truth of the statements
      and
      the correctness of the opinions expressed therein, upon certificates, reports,
      documents, Issuing Entity Requests or other instruments or opinions furnished
      to
      each of the Indenture Trustee and the Securities Administrator and conforming
      to
      the requirements of this Indenture; however, the Indenture Trustee and the
      Securities Administrator shall examine the certificates, reports, documents,
      Issuing Entity Requests or other instruments and opinions to determine whether
      or not they conform to the requirements of this Indenture (but need not confirm
      or investigate the accuracy of mathematical calculations or other facts stated
      therein).

     

    (c) The
      Indenture Trustee and the Securities Administrator 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
      6.01;

     

    (ii) neither
      the Indenture Trustee nor the Securities Administrator shall be liable
      for any error of judgment made in good faith by a Responsible Officer unless
      it
      is proved that the Indenture Trustee was negligent in ascertaining the pertinent
      facts;

     

    (iii) neither
      the Indenture Trustee nor the Securities Administrator shall be liable with
      respect to any action it takes or omits to take in good faith in accordance
      with
      a written direction received by it from Noteholders, the Certificateholders
      or
      the Issuing Entity, which they are entitled to give under the Basic
      Documents;

     

    (iv) neither
      the Indenture Trustee nor the Securities Administrator shall be liable for
      interest or income on any money received by it, except, in the case of the
      Securities Administrator, as set forth in the Basic Documents;

     


    
      
        
        

      

      
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    (v) money
      held in trust by the Indenture Trustee or the Securities Administrator need
      not
      be segregated from other trust funds except to the extent required by law or
      the
      terms of this Indenture or the Trust Agreement;

     

    (vi) no
      provision of this Indenture or other Basic Document shall require the Indenture
      Trustee or the Securities
      Administrator 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 indemnity satisfactory to it against such risk or liability is not
      reasonably assured to it;

     

    (vii) every
      provision of this Indenture or other Basic Document relating to the conduct
      or
      affecting the liability of or affording protection to the Indenture Trustee
      shall be subject to the provisions of this Section and to the provisions of
      the
      TIA;

     

    (viii) the
      Indenture Trustee shall execute and act in accordance with the Servicing
      Agreement and
      the
      Master Servicing Agreement;
      in no
      event however, shall the Indenture Trustee or the Securities Administrator
      have
      any liability for any act or omission of the Master Servicer, the Servicer,
      any
      Subservicer or the Owner Trustee or for each other; and

     

    (ix) the
      Indenture Trustee shall not be deemed to have notice or knowledge of any Default
      or Event of Default, any Servicer Default or other event unless a Responsible
      Officer of the Indenture Trustee has actual knowledge thereof or unless written
      notice of any such event that is in fact an Event of Default, Default, Servicer
      Default or other event is received by the Indenture Trustee at its Corporate
      Trust Office and such notice references the Notes or Certificates generally,
      the
      Issuing Entity, the Trust Estate or this Indenture.

     

    Section
      6.02 Rights
      of Indenture Trustee and the Securities Administrator.

     

    (a) The
      Indenture Trustee and the Securities Administrator may rely conclusively on
      and
      shall be protected in acting or refraining from acting upon any resolution,
      certificate, statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, note, other evidence of indebtedness or other
      paper or document believed by it to be genuine and to have been signed or
      presented by the proper Person, party or parties. The Indenture Trustee and
      the
      Securities Administrator need not investigate any fact or matter stated in
      any
      such document.

     

    (b) Before
      the Indenture Trustee or the Securities Administrator acts or refrains from
      acting, it may require an Officer’s Certificate or an Opinion of Counsel.
      Neither the Indenture Trustee nor the Securities Administrator shall be liable
      for any action it takes or omits to take in good faith in reliance on and in
      accordance with an Officer’s Certificate or Opinion of Counsel.

     

    (c) Subject
      to the provisions of Section 6.01(c), neither the Indenture Trustee nor the
      Securities Administrator shall be liable for any action it takes or omits to
      take in good faith which it believes to be authorized or within its rights
      or
      powers.

     


    
      
        
        

      

      
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    (d) The
      Indenture Trustee and the Securities Administrator may each consult with counsel
      of its selection, and the written advice or Opinion of Counsel with respect
      to
      legal matters relating to this Indenture and the Notes or any Basic Document
      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 written advice or Opinion of such
      counsel.

     

    (e) For
      the
      limited purpose of effecting any action to be undertaken by each of the
      Indenture Trustee and the Securities Administrator, but not specifically as
      a
      duty of the Indenture Trustee or the Securities Administrator in the Indenture,
      each of the Indenture Trustee and the Securities Administrator may execute
      any
      of the trusts or powers hereunder or perform any duties hereunder, either
      directly or by or through agents, attorneys, custodians or nominees appointed
      with due care, and shall not be responsible for any willful misconduct or
      negligence on the part of any agent, attorney, custodian or nominee so
      appointed.

     

    (f) The
      Indenture Trustee or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Indenture Trustee’s economic
      self-interest for (i) serving as investment adviser, administrator, shareholder
      servicing agent, custodian or sub-custodian with respect to certain of the
      Eligible Investments, (ii) using Affiliates to effect transactions in certain
      Eligible Investments and (iii) effecting transactions in certain Eligible
      Investments. Such compensation shall not be considered an amount, or effect
      a
      reduction in any amount, that is reimbursable or payable to the Indenture
      Trustee (i) as part of the Indenture Trustee Fee, (ii) pursuant to Sections
      5.04(b), 6.07, 8.02(c), 8.05(a) or 8.07 hereunder or (iii) out of Available
      Funds.

     

    (g) In
      order
      to comply with laws, rules and regulations applicable to banking institutions,
      including those relating to the funding of terrorist activities and money
      laundering, the Indenture Trustee is required to obtain, verify and record
      certain information relating to individuals and entities which maintain a
      business relationship with the Indenture Trustee. Accordingly, each of the
      parties agrees to provide to the Indenture Trustee upon its request from time
      to
      time such party’s complete name, address, tax identification number and such
      other identifying information together with copies of such party’s constituting
      documentation, securities disclosure documentation and such other identifying
      documentation as may be available for such party.

     

    (h) Whenever
      in the administration of this Indenture the Indenture Trustee or the Securities
      Administrator shall deem it desirable that a matter be proved or established
      prior to taking, suffering or omitting any action hereunder, the Indenture
      Trustee or the Securities Administrator (unless other evidence be herein
      specifically prescribed) may, in the absence of bad faith on its part,
      conclusively rely upon an Officer’s Certificate of the Issuing
      Entity.

     

    (i) The
      rights, privileges, protections, immunities and benefits given to the Indenture
      Trustee, including, without limitation, its right to be indemnified, are
      extended to, and shall be enforceable by, the Indenture Trustee and the
      Securities Administrator in each of its capacities hereunder, and to each
      custodian employed to act hereunder.

     


    
      
        
        

      

      
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    (j) The
      Indenture Trustee and the Securities Administrator may request that the Issuing
      Entity deliver an Officer’s Certificate setting forth the names of individuals
      and/or titles of officers authorized at such time to take specified actions
      pursuant to this Indenture, which Officer’s Certificate may be signed by any
      person authorized to sign an Officer’s Certificate, including any person
      specified as so authorized in any such certificate previously delivered and
      not
      superseded.

     

    Section
      6.03 Individual
      Rights.
      Each of
      the Indenture Trustee and the Securities Administrator in its individual or
      any
      other capacity may become the owner or pledgee of Notes and may otherwise deal
      with the Issuing Entity or its Affiliates with the same rights it would have
      if
      it were not Indenture Trustee or Securities Administrator, as applicable,
      subject to the requirements of the Trust Indenture Act. Any 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 hereof.

     

    Section
      6.04 Indenture
      Trustee’s and Securities Administrator’s Disclaimer.
      The
      Indenture Trustee and the Securities Administrator shall not be responsible
      for
      and make no representation as to the validity or adequacy of this Indenture,
      the
      Notes or any other Basic Document, it shall not be accountable for the Issuing
      Entity’s use of the proceeds from the Notes, and it shall not be responsible for
      any statement of the Issuing Entity in the Indenture or in any document issued
      in connection with the sale of the Notes or in the Notes other than the
      Indenture Trustee’s certificate of authentication.

     

    Section
      6.05 Notice
      of Event of Default.
      Subject
      to Section 5.01, the Indenture Trustee shall promptly mail to each Noteholder
      notice of the Event of Default after it is known to a Responsible Officer of
      the
      Indenture Trustee, unless such Event of Default shall have been waived or cured.
      Except in the case of an Event of Default in payment of principal of or interest
      on any Note, the Indenture Trustee may withhold the notice if and so long as
      a
      committee of its Responsible Officers in good faith determines that withholding
      the notice is in the best interests of Noteholders.

     

    Section
      6.06 Reports
      by Securities Administrator to Holders and Tax Administration.
      The
Securities
      Administrator shall
      deliver to each Noteholder such information as may be required to enable such
      holder to prepare its federal and state income tax returns.

     

    The
      Securities Administrator shall prepare and file (or cause to be prepared and
      filed), on behalf of the Owner Trustee, all information reports on Form 1099
      required to be provided to Noteholders and the Holder of the Certificates.
      The
      Securities Administrator shall prepare and file all tax returns required to
      be
      filed on behalf of the Trust pursuant to Section 5.03 of the Trust Agreement.
      All tax returns and information reports shall be signed by the Owner Trustee
      as
      provided in Section 5.03 of the Trust Agreement.

     


    
      
        
        

      

      
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    Section
      6.07 Compensation
      and Indemnity.
      The
      Indenture Trustee’s compensation shall not be limited by any law on compensation
      of a trustee of an express trust. The Issuing Entity shall reimburse the
      Indenture Trustee and the Securities Administrator as provided in Section
      8.02(c) for all reasonable out-of-pocket expenses incurred or made by it,
      including costs of collection, in addition to compensation for its services.
      Such expenses shall include reasonable compensation and expenses, disbursements
      and advances of the Indenture Trustee’s or Securities Administrator’s agents,
      counsel, accountants and experts. The Issuing Entity shall indemnify the
      Indenture Trustee and the Securities Administrator as provided in Section
      8.02(c) against any and all loss, liability, claims, damage, costs or expense
      (including reasonable attorneys’ fees and expenses) incurred by it in connection
      with the administration of this Trust and the performance of its duties
      hereunder and under the other Basic Documents. The Indenture Trustee and the
      Securities Administrator shall notify the Issuing Entity promptly of any claim
      for which it may seek indemnity. Failure by the Indenture Trustee or the
      Securities Administrator to so notify the Issuing Entity shall not relieve
      the
      Issuing Entity of its obligations hereunder. The Issuing Entity shall defend
      any
      such claim, and the Indenture Trustee and the Securities Administrator may
      have
      separate counsel and the Issuing Entity shall pay the fees and expenses of
      such
      counsel. The Issuing Entity is not obligated to reimburse any expense or
      indemnify against any loss, liability or expense incurred by the Indenture
      Trustee or the Securities Administrator or any of its agents, counsel,
      accountants or experts through the Indenture Trustee’s or such agent’s,
      counsel’s, accountant’s or expert’s own willful misconduct, negligence or bad
      faith.

     

    The
      Issuing Entity’s payment and indemnity obligations to the Indenture Trustee or
      the Securities Administrator pursuant to this Section 6.07 shall survive the
      discharge of this Indenture and the termination or resignation of the Indenture
      Trustee or the Securities Administrator. If the Indenture Trustee or the
      Securities Administrator incurs expenses after the occurrence of an Event of
      Default with respect to the Issuing Entity, the expenses are intended to
      constitute expenses of administration under Title 11 of the United States Code
      or any other applicable federal or state bankruptcy, insolvency or similar
      law.

     

    Section
      6.08 Replacement
      of Indenture Trustee and the Securities Administrator.
      No
      resignation or removal of the Indenture Trustee or the Securities Administrator
      and no appointment of a successor Indenture Trustee or successor Securities
      Administrator shall become effective until the acceptance of appointment by
      the
      successor Indenture Trustee or successor Securities Administrator pursuant
      to
      this Section 6.08. The Indenture Trustee or the Securities Administrator may
      resign at any time by so notifying the Issuing Entity. The Holders of a majority
      of Note Principal Balances of each Class of Notes may remove the Indenture
      Trustee or the Securities Administrator by so notifying the Indenture Trustee
      or
      the Securities Administrator and may appoint a successor Indenture Trustee
      or
      successor Securities Administrator. The Issuing Entity shall remove the
      Indenture Trustee or Securities Administrator , as applicable, if:

     

    (i) the
      Indenture Trustee fails to comply with or qualify pursuant to the provisions
      of
      Section 6.11 hereof;

     

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

     

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

     

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

     


    
      
        
        

      

      
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    (v) If
      the
      Indenture Trustee or the Securities Administrator resigns or is removed or
      if a
      vacancy exists in the office of the Indenture Trustee or the Securities
      Administrator for any reason (the Indenture Trustee or the Securities
      Administrator in such event being referred to herein as the retiring Indenture
      Trustee or retiring Securities Administrator), the Issuing Entity shall promptly
      appoint a successor Indenture Trustee or successor Securities
      Administrator.

     

    Each
      of a
      successor Indenture Trustee or successor Securities Administrator shall deliver
      a written acceptance of its appointment to the retiring Indenture Trustee,
      retiring Securities Administrator and to the Issuing Entity. Thereupon, the
      resignation or removal of the retiring Indenture Trustee or retiring Securities
      Administrator shall become effective, and the successor Indenture Trustee or
      successor Securities Administrator shall have all the rights, powers and duties
      of the Indenture Trustee or Securities Administrator under this Indenture.
      Each
      of the successor Indenture Trustee and successor Securities Administrator shall
      mail a notice of its succession to Noteholders. The retiring Indenture Trustee
      or retiring Securities Administrator shall promptly transfer all property held
      by it as Indenture Trustee or Securities Administrator to the successor
      Indenture Trustee or successor Securities Administrator.

     

    If
      a
      successor Indenture Trustee or successor Securities Administrator does not
      take
      office within 60 days after the retiring Indenture Trustee or retiring
      Securities Administrator resigns or is removed, the retiring Indenture Trustee
      or retiring Securities Administrator, the successor Indenture Trustee or
      successor Securities Administrator, the Issuing Entity or the Holders of a
      majority of Note Principal Balances of the Notes may petition any court of
      competent jurisdiction for the appointment of a successor Indenture Trustee
      or
      successor Securities Administrator.

     

    Notwithstanding
      the replacement of the Indenture Trustee or the Securities Administrator
      pursuant to this Section, the Issuing Entity’s obligations under
      Section 6.07 shall continue for the benefit of the retiring Indenture
      Trustee or retiring Securities Administrator.

     

    Section
      6.09 Successor
      Indenture Trustee and Successor Securities Administrator by
      Merger.
      If the
      Indenture Trustee or Securities Administrator consolidates with, merges or
      converts into, or transfers all or substantially all of its corporate trust
      business or assets to, another corporation, company or banking association,
      the
      resulting, surviving or transferee corporation, without any further act, shall
      be the successor Indenture Trustee or successor Securities Administrator;
      provided, that, in the case of the Indenture Trustee, such corporation, company
      or banking association shall be otherwise qualified and eligible under Section
      6.11 hereof. The Indenture Trustee and Securities Administrator shall each
      provide the Rating Agencies and the Issuing Entity with prior written notice,
      and the Noteholders with prompt written notice, of any such
      transaction.

     

    If
      at the
      time such successor or successors by merger, conversion or consolidation to
      the
      Indenture Trustee or shall succeed to the trusts created by this Indenture
      and
      any of the Notes shall have been authenticated but not delivered, any such
      successor to the Indenture Trustee may adopt the certificate of authentication
      of any predecessor trustee and deliver such Notes so authenticated; and if
      at
      that time any of the Notes shall not have been authenticated, any successor
      to
      the Indenture Trustee may authenticate such 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 is
      in
      the Notes or in this Indenture provided that the certificate of the Indenture
      Trustee shall have.

     


    
      
        
        

      

      
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    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, such title to the Trust Estate,
      or any part hereof, and, subject to the other provisions of this Section, such
      powers, duties, obligations, rights and trusts as the Indenture Trustee may
      consider necessary or desirable. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section 6.11 hereof.

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    Section
      6.11 Eligibility;
      Disqualification. 

     

    (a) The
      Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a).
      The Indenture Trustee shall have a combined capital and surplus of at least
      $50,000,000 as set forth in its most recent published annual report of condition
      and it or its parent shall have a long-term debt rating of Baa3 or better by
      Moody’s and BBB or better by Standard & Poor’s. The Indenture Trustee shall
      comply with TIA § 310(b), including the optional provision permitted by the
      second sentence of TIA § 310(b)(9); provided,
      however,
      that
      there shall be excluded from the operation of TIA § 310(b)(1) any indenture or
      indentures under which other securities of the Issuing Entity are outstanding
      if
      the requirements for such exclusion set forth in TIA § 310(b)(1) are
      met.

     

    (b) The
      Securities Administrator (i) may not be an Originator, Master Servicer,
      Servicer, the Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is
      a
      Rating Agency (or such rating acceptable to Fitch pursuant to a rating
      confirmation), or the equivalent rating by Standard & Poor’s or Moody's. If
      no successor Securities Administrator shall have been appointed and shall have
      accepted appointment within 60 days after the Securities Administrator ceases
      to
      be the securities administrator pursuant to Section 6.08, then the Indenture
      Trustee shall become the successor Securities Administrator in accordance with
      this Article VI and in such capacity shall perform the duties of the Securities
      Administrator pursuant to this Agreement. The Indenture Trustee shall notify
      the
      Rating Agencies of any change of Securities Administrator. 

     

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

     

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

     

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

     


    
      
        
        

      

      
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    (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 material agreement or other instrument to which the
      Indenture Trustee is a party or by which it is bound which would adversely
      affect its performance under this Indenture; and

     

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

     

    Section
      6.14 Directions
      to Indenture Trustee.
      The
      Indenture Trustee is hereby directed:

     

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

     

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

     

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

     

    Section
      6.15 The
      Agents.
      The
      provisions of this Indenture relating to the limitations of the Indenture
      Trustee’s liability and to its indemnity, rights and protections shall inure
      also to the Paying Agent and Note Registrar.

     

    Section
      6.16 Administrative
      Duties.

     

    (a) The
      Indenture Trustee agrees to perform all of the duties of the Issuing Entity
      under the Depository Agreement. In addition to its duties performed under the
      Depository Agreement, the Indenture Trustee shall take all appropriate action
      that is the duty of the Issuing Entity to take with respect to the following
      matters under the Trust Agreement, the Mortgage Loan Purchase Agreement and
      the
      Indenture (references are to sections of the Indenture):

     

    (i) The
      Indenture Trustee shall notify the Owner Trustee if the Indenture Trustee
      obtains actual knowledge or written notice that any withholding tax is imposed
      on the Trust’s payments (or allocations of income) to a
      Certificateholder;

     

    (ii) the
      duty
      to cause the Note Register to be kept if the Issuing Entity assumes the duties
      of Note Registrar, and to give the Indenture Trustee notice of any appointment
      of a new Note Registrar and the location, or change in location, of the Note
      Register (Section 4.02);

     


    
      
        
        

      

      
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    (iii) causing
      the preparation of the Notes for execution by the Owner Trustee upon the
      registration of any transfer or exchange of the Notes or execution of a
      supplemental indenture (Sections 4.02, 4.03 and 9.06);

     

    (iv) 
      [reserved];

     

    (v) causing
      the preparation of Definitive Notes in accordance with the instructions of
      any
      Clearing Agency (including the preparation of any temporary notes) (Section
      4.14);

     

    (vi) the
      maintenance of an office for registration of transfer or exchange of Notes
      (Section 3.02);

     

    (vii) [reserved];

     

    (viii) [reserved];

     

    (ix) [reserved];

     

    (x) the
      notification to the Owner Trustee of the Issuing Entity’s non-compliance with
      its negative covenants or restricted payment covenants upon actual knowledge
      by
      the Indenture Trustee of such non-compliance (Sections 3.09 and
      3.25);

     

    (xi) the
      furnishing of the Indenture Trustee with the names and addresses of Holders
      of
      Notes during any period when the Indenture Trustee is not the Note Registrar
      (Section 7.01).

     

    (b) In
      carrying out the foregoing duties or any of its other obligations under this
      Indenture, the Indenture Trustee may enter into transactions with or otherwise
      deal with any of its Affiliates; provided, however, that the terms of any such
      transactions or dealings shall be in accordance with any directions received
      from the Issuing Entity and shall be, in the Indenture Trustee’s opinion, no
      less favorable to the Issuing Entity than would be available from unaffiliated
      parties.

     

    (c) The
      Indenture Trustee in its capacity as the Certificate Registrar, and upon a
      request received from the Owner Trustee, shall promptly notify the
      Certificateholders of (i) any change in the Corporate Trust Office of the Owner
      Trustee, (ii) any amendment to the Trust Agreement requiring notice be given
      to
      the Certificateholders and (iii) any other notice required to be given to the
      Certificateholders by the Owner Trustee under the Trust Agreement.

     

    (d) With
      respect to matters that in the reasonable judgment of the Indenture Trustee
      are
      non-ministerial, the Indenture Trustee shall not take any action pursuant to
      this Article VII unless within a reasonable time before the taking of such
      action, the Indenture Trustee shall have notified the Owner Trustee and the
      Rating Agencies of the proposed action and the Rating Agencies shall have
      notified the Issuing Entity in writing that such transaction shall not cause
      their respective ratings of the Notes, to be reduced, qualified, suspended
      or
      withdrawn and the Owner Trustee shall not have withheld consent or provided
      an
      alternative direction. For the purpose of the preceding sentence,
“non-ministerial matters” shall include:

     


    
      
        
        

      

      
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    (i) the
      amendment of or any supplement to the Indenture;

     

    (ii) the
      initiation of any claim or lawsuit by the Issuing Entity and the compromise
      of
      any action, claim or lawsuit brought by or against the Issuing Entity (other
      than in connection with the collection of the Mortgage Loans);

     

    (iii) the
      amendment, change or modification of this Indenture or any of the other Basic
      Documents;

     

    (iv) the
      appointment of successor Paying Agents and successor Indenture Trustees pursuant
      to the Indenture or the appointment of a successor Master Servicer or the
      consent to the assignment by the Certificate Registrar, Paying Agent or
      Indenture Trustee of its obligations under the Indenture; and

     

    (v) the
      removal of the Indenture Trustee;

     

    provided,
      however, that the Owner Trustee shall receive notices of items pursuant to
      clause (i) above and with respect to clause (iii) above to the extent it is
      a
      party to the related Basic Document.

     

    Section
      6.17 Records.
      The
      Indenture Trustee shall maintain appropriate books of account and records
      relating to services performed under this Indenture, which books of account
      and
      records shall be accessible for inspection by the Issuing Entity at any time
      during normal business hours.

     

    Section
      6.18 Additional
      Information to be Furnished.
      The
      Indenture Trustee shall furnish to the Issuing Entity from time to time such
      additional information regarding the Mortgage Loans and the Notes as the Issuing
      Entity shall reasonably request, to the extent such information is readily
      available to it.

     

    Section
      6.19 Execution
      of Derivative Contracts and other Documents.
      The
      Issuing Entity hereby directs the Indenture Trustee to enter into and execute
      the Cap Contracts and the Corridor Contract and make all representations and
      warranties contained therein on behalf of the Trust. The Issuing Entity hereby
      directs the Indenture Trustee to enter into and execute the Servicing Agreement
      and any related document. The Indenture Trustee hereby acknowledges receipt
      by
      it of the Cap Contracts and the Corridor Contract. Upon receipt thereof from
      the
      Cap Counterparty under the Cap Contracts and the Corridor Provider under the
      Corridor Contract, the Indenture Trustee shall deposit into the Payment Account
      an amount equal to all amounts actually received by it under the Cap Contracts
      and the Corridor Contract, in each case not previously deposited into the
      Payment Account.

     

    Section
      6.20 Indenture
      Trustee’s Application For Instructions From the Issuing Entity.

     


    
      
        
        

      

      
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    Any
      application by the Indenture Trustee for written instructions from the Issuing
      Entity may, at the option of the Indenture Trustee, set forth in writing any
      action proposed to be taken or omitted by the Indenture Trustee under this
      Indenture and the date on and/or after which such action shall be taken or
      such
      omission shall be effective. The Indenture Trustee shall not be liable for
      any
      action taken by, or omission of, the Indenture Trustee in accordance with a
      proposal included in such application on or after the date specified in such
      application (which date shall not be less than three Business Days after the
      date any officer of the Issuing Entity actually receives such application,
      unless any such officer shall have consented in writing to any earlier date)
      unless prior to taking any such action (or the effective date in the case of
      an
      omission), the Indenture Trustee shall have received written instructions in
      response to such application specifying the action to be taken or
      omitted.

     

    Section
      6.21 Limitation
      of Liability.

     

    It
      is
      understood by the parties hereto other than Deutsche Bank National Trust Company
      (the “Bank”) that the sole recourse of the parties hereto other than the Bank in
      respect of the obligations of the Trust hereunder and under the other documents
      contemplated thereby and related thereto to which it is a party shall be to
      the
      parties hereto other than the Bank. In addition, the Bank is entering into
      this
      Indenture and the other documents contemplated thereby and related thereto
      to
      which it is a party solely in its capacity as Indenture Trustee under the
      Indenture and not in its individual capacity (except as expressly stated herein)
      and in no case shall the Bank (or any Person acting as successor Indenture
      Trustee under the Indenture) be personally liable for or on account of any
      of
      the statements, representations, warranties, covenants or obligations stated
      to
      be those of the Issuing Entity hereunder or thereunder, all such liability,
      if
      any, being expressly waived by the parties hereto and any person claiming by,
      through or under such party, provided, however, that the Bank (or any such
      successor Indenture Trustee) shall be personally liable hereunder and thereunder
      for its own negligence or willful misconduct or for its material breach of
      its
      covenants, representations and warranties contained herein or therein, to the
      extent expressly covenanted or made in its individual capacity. In no event
      shall the Indenture Trustee, in its capacity as Paying Agent, Note Registrar
      or
      in any other capacity hereunder, be liable under or in connection with this
      Indenture for indirect, special, incidental, punitive or consequential losses
      or
      damages of any kind whatsoever, including but not limited to lost profits,
      whether or not foreseeable, even if the Indenture Trustee has been advised
      of
      the possibility thereof and regardless of the form of action in which such
      damages are sought. The provisions of this section shall survive the termination
      of the Indenture and the resignation or removal of the Indenture
      Trustee.

     

    Section
      6.22 Assignment
      of Rights, Not Assumption of Duties.

     

    
      
        
        

      

      
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    Anything
      herein contained to the contrary notwithstanding, (a) the Issuing Entity shall
      remain liable under this Indenture and each Basic Document to which it is a
      party to the extent set forth therein to perform all of its duties and
      obligations thereunder to the same extent as if this Indenture had not been
      executed, (b) the exercise by the Indenture Trustee or any Holder of any of
      their rights, remedies or powers hereunder shall not release the Issuing Entity
      from any of its duties or obligations under each of such documents to which
      it
      is a party and (c) none of any Holder nor the Indenture Trustee shall have
      any
      obligation or liability under any of such documents to which the Issuing Entity
      is a party by reason of or arising out of this Indenture, nor shall any Holder
      or the Indenture Trustee be obligated to perform any of the obligations or
      duties of the Issuing Entity thereunder or, except as expressly provided herein
      with respect to the Indenture Trustee, to take any action to collect or enforce
      any claim for payment assigned hereunder or otherwise.

     


    
      
        
        

      

      
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    ARTICLE
      VII

    

      NOTEHOLDERS’
        LISTS AND REPORTS

       

    

     

    Section
      7.01 Issuing
      Entity To Furnish Indenture Trustee Names and Addresses of
      Noteholders.
      The
      Issuing Entity will furnish or cause to be furnished to the Indenture Trustee
      (a) not more than five days after each Record Date, a list, in such form as
      the
      Indenture Trustee may reasonably require, of the names and addresses of the
      Holders of Notes as of such Record Date, and (b) at such other times as the
      Indenture Trustee may request in writing, within 30 days after receipt by the
      Issuing Entity of any such request, a list 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 to the Indenture Trustee.

     

    Section
      7.02 Preservation
      of Information; Communications to Noteholders.

     

    (a) The
      Indenture Trustee shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Notes contained in the
      most recent list furnished to the Indenture Trustee as provided in Section
      7.01
      hereof and the names and addresses of Holders of Notes 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 7.01 upon receipt of a new
      list
      so furnished.

     

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

     

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

     

    Section
      7.03 Reports
      of Issuing Entity.

     

    (a) Subject
      to Section 4.06 of the Master Servicing Agreement, the Securities Administrator
      shall file with the Commission on behalf of the Issuing Entity, with a copy
      to
      the Issuing Entity, the annual reports and the information, documents and other
      reports (or such portions of any of the foregoing as the Commission may from
      time to time by rules and regulations prescribe) that the Issuing Entity may
      be
      required to file with the Commission pursuant to Sections 13 or 15(d) of the
      Exchange Act.

     

    (b) The
      Indenture Trustee shall supply (and the Indenture Trustee shall transmit by
      mail
      to all Noteholders described in TIA § 313(c)) such summaries of any information,
      documents and reports required to be filed by the Issuing Entity pursuant to
      this Section 7.03(a) and by rules and regulations prescribed from time to time
      by the Commission.

     

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

     

    Section
      7.04 Reports
      by Indenture Trustee.
      If
      required by TIA § 313(a), within 60 days after each January 30 beginning with
      March 31, 2007, the Indenture Trustee shall mail to each Noteholder as required
      by TIA § 313(c) a brief report dated as of such date that complies with TIA §
313(a). The Indenture Trustee also shall comply with TIA § 313(b).

     


    
      
        
        

      

      
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    A
      copy of
      each report at the time of its mailing to Noteholders shall be filed by the
      Securities Administrator with the Commission via EDGAR provided that a copy
      of
      such report is furnished to the Securities Administrator by the Indenture
      Trustee.

     

    Section
      7.05 Statements
      to Noteholders.
      With
      respect to each Payment Date, the Securities Administrator shall make available
      via the Securities Administrator’s website, initially located at
      www.ctslink.com, to each Noteholder and each Certificateholder, the Indenture
      Trustee, the Cap Counterparty, the Corridor Provider, the Depositor, the Owner
      Trustee, the Paying Agent and each Rating Agency, a statement setting forth
      the
      following information as to the Notes, to the extent applicable:

     

    (i) the
      aggregate amount of collections with respect to the Mortgage Loans;

     

    (ii) the
      Group
      I Available Funds, Group II-C Available Funds and Group II-NC Available Funds
      and Net Monthly Excess Cash Flow with respect to the Group I Loans, payable
      to
      each Class of Noteholders for such Payment Date, the Basis Risk Shortfall
      Carry-Forward Amount and Net WAC Shortfall Carry-Forward Amount on each Class
      of
      Notes for such Payment Date and the aggregate Unpaid Interest Shortfall on
      each
      Class of Notes for such Payment Date;

     

    (iii) (a)
      the
      amount of such distribution to each Class of Notes applied to reduce the Note
      Principal Balance thereof and (b) the aggregate amount included therein
      representing Principal Prepayments;

     

    (iv) the
      amount of such distribution to Holders of each Class of Notes allocable to
      interest;

     

    (v) the
      amount of any distribution to the Certificates;

     

    (vi) if
      the
      distribution to the Holders of any Class of Notes is less than the full amount
      that would be distributable to such Holders if there were sufficient funds
      available therefor, the amount of the shortfall;

     

    (vii) the
      number and the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the end of the related Due Period, determined in the aggregate and separately
      for Loan Group I, Loan Group II-C and Loan Group II-NC;

     

    (viii) the
      aggregate Note Principal Balance of each Class of Notes, after giving effect
      to
      the amounts distributed on such Payment Date, separately identifying any
      reduction thereof due to Realized Losses and the aggregate Note Principal
      Balance of all of the Notes after giving effect to the distribution of principal
      on such Payment Date;

     

    (ix) the
      number and aggregate Stated Principal Balances of Mortgage Loans, using the
      OTS
      method, (a) as to which the Monthly Payment is delinquent for 31-60 days, 61-90
      days, 91 or more days, respectively, (b) in foreclosure and (c) that have become
      REO Property, in each case as of the end of the preceding calendar month,
      determined in the aggregate and separately for Loan Group I, Loan Group II-C
      and
      Loan Group II-NC;

     


    
      
        
        

      

      
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    (x) the
      amount of payments from the Cap Contracts and the Corridor
      Contract;

     

    (xi) with
      respect to Loan Group I, the Overcollateralization Increase Amount,
      Overcollateralization Target Amount and Overcollateralized Amount, if any,
      as of
      the end of the related Payment Date;

     

    (xii) the
      amount of any Advances and Compensating Interest payments;

     

    (xiii) the
      aggregate Realized Losses with respect to the related Payment Date and
      cumulative Realized Losses since the Closing Date;

     

    (xiv) the
      number and aggregate Stated Principal Balance of Mortgage Loans repurchased
      pursuant to the Mortgage Loan Purchase Agreement for the related Payment Date
      and cumulatively since the Closing Date determined in the aggregate and
      separately for Loan Group I, Loan Group II-C and Loan Group II-NC;

     

    (xv) to
      the
      extent reported to the Securities Administrator, the book value of any REO
      Property as of the close of business on the last Business Day of the calendar
      month preceding the Payment Date and prior to a TMP Trigger Event, the amount
      of
      proceeds received for all REO Property;

     

    (xvi) the
      amount of any Prepayment Interest Shortfalls or Relief Act Shortfalls for such
      Payment Date;

     

    (xvii) the
      aggregate Stated Principal Balance of Mortgage Loans purchased pursuant to
      Section 3.18 of the Servicing Agreement for the related Payment Date and
      cumulatively since the Closing Date;

     

    (xviii) the
      amounts withdrawn from the related Group I, Group II-C and Group II-NC and
      used
      to make payments to Noteholders on that Payment Date, the amount remaining
      on
      deposit following such Payment Date;

     

    (xix) Servicing
      Fee for such Payment Date;

     

    (xx) if
      a
      Stepdown Date has occurred on the related Loan Group;

     

    (xxi) the
      percentage of cumulative losses under a Servicer Termination Event;

     

    (xxii) the
      Overcollateralization Target Amount for the Loan Group I as of the preceding
      Payment Date;

     

    (xxiii) the
      Overcollateralization Target Amount for the Loan Group I for such Payment
      Date;

     


    
      
        
        

      

      
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    (xxiv) the
      Principal Distribution Amount for such Payment Date;

     

    (xxv) the
      Overcollateralization Reduction Amount for Loan Group I for such Payment Date;
      and

     

    (xxvi) the
      Excess Overcollateralization Amount for Loan Group I for such Payment
      Date.

     

    Items
      (iii) and (v) above shall be presented on the basis of a Note having a $1,000
      denomination. In addition, by January 31 of each calendar year following any
      year during which the Notes are outstanding, the Securities Administrator shall
      furnish a report to each Noteholder of record if so requested in writing at
      any
      time during each calendar year as to the aggregate of amounts reported pursuant
      to (iii) and (v) with respect to the Notes for such calendar year.

     

    The
      Securities Administrator may conclusively rely upon the Remittance Report
      provided by the Master Servicer to the Securities Administrator pursuant to
      the
      Master Servicing Agreement in its preparation of its Statement to Noteholders
      and on information provided to it by the Cap Counterparty and the Corridor
      Provider.

     

    The
      Securities Administrator will make the monthly statements provided for in this
      Section (and, at its option, any additional files containing the same
      information in an alternative format) available each month to Noteholders,
      other
      parties to this Agreement and any other interested parties via the Securities
      Administrator’s website. The Securities Administrator’s website shall initially
      be located at www.ctslink.com. Parties that are unable to use the website are
      entitled to have a paper copy mailed to them via first class mail by calling
      the
      customer service desk at 301-815-6600 and indicating such. The Securities
      Administrator may have the right to change the way the monthly statements are
      distributed in order to make such distribution more convenient and/or more
      accessible to the above parties and the Securities Administrator shall provide
      timely and adequate notification to all above parties regarding any such
      changes. The Securities Administrator shall also make such monthly statements
      and other information that the Indenture Trustee reasonably requires to make
      distributions hereunder and under the Trust Agreement available to the Indenture
      Trustee no later than two Business Days prior to each Payment Date.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing the monthly statement, and may affix thereto
      any disclaimer it deems appropriate in its reasonable discretion (without
      suggesting liability on the part of any other party hereto).

     


    
      
        
        

      

      
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    ARTICLE
      VIII

     

    
      ACCOUNTS,
        DISBURSEMENTS AND RELEASES

    

     

    Section
      8.01 Collection
      of Money.
      Except
      as otherwise expressly provided herein, the Indenture Trustee may demand payment
      or delivery of, and shall receive and collect, directly and without intervention
      or assistance of any fiscal agent or other intermediary, all money and other
      property payable to or receivable by the Indenture Trustee pursuant to this
      Indenture. The Indenture Trustee shall apply all such money received by it
      as
      provided in this Indenture. Except as otherwise expressly provided in this
      Indenture, if any default occurs in the making of any payment or performance
      under any agreement or instrument that is part of the Trust Estate, the
      Indenture Trustee may take such action as may be appropriate to enforce such
      payment or performance, including the institution and prosecution of appropriate
      Proceedings. Any such action shall be without prejudice to any right to claim
      a
      Default or Event of Default under this Indenture and any right to proceed
      thereafter as provided in Article V.

     

    Section
      8.02 Trust
      Accounts.

     

    (a) On
      or
      prior to the Closing Date, the Issuing Entity shall cause the Indenture Trustee
      to establish and maintain, in the name of the Indenture Trustee, for the benefit
      of the Noteholders and the Cap Counterparty and the Corridor Provider, the
      Payment Account as provided in Section 3.01 hereof.

     

    (b) All
      monies deposited from time to time in the Payment Account and the Certificate
      Distribution Account and all deposits therein pursuant to this Indenture (other
      than deposits of any gain or income on investments thereof) are for the benefit
      of the Noteholders and the Certificateholders. The funds in the Certificate
      Distribution Account and Payment Account shall be held uninvested.

     

    (c) On
      each
      Payment Date, the Indenture Trustee as Paying Agent, in accordance with the
      statement for such Payment Date provided by the Securities Administrator
      pursuant to Section 7.05, shall be entitled to withdraw from the Payment Account
      the all amounts reimbursable by the Issuing Entity or from the Payment Account
      to the Indenture Trustee or the Securities Administrator pursuant to any
      provision of any Basic Document, and shall distribute all remaining amounts
      on
      deposit in the Payment Account to the Noteholders in respect of the Notes and
      to
      such other persons in the order of priority set forth in Section 3.05 hereof
      (except as otherwise provided in Section 5.04(b) hereof).

     

    (d) The
      Indenture Trustee shall not invest any funds in the Payment
      Account.

     

    Section
      8.03 Officer’s
      Certificate.
      The
      Indenture Trustee shall receive at least seven Business Days’ notice when
      requested by the Issuing Entity to take any action pursuant to Section 8.06(a)
      hereof, accompanied by copies of any instruments to be executed, and the
      Indenture Trustee shall also require, as a condition to such action, an
      Officer’s Certificate, in form and substance satisfactory to the Indenture
      Trustee, stating the legal effect of any such action, outlining the steps
      required to complete the same, and concluding that all conditions precedent
      to
      the taking of such action have been complied with.

     


    
      
        
        

      

      
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    Section
      8.04 Termination
      Upon Distribution to Noteholders.
      This
      Indenture and the respective obligations and responsibilities of the Issuing
      Entity, the Securities Administrator and the Indenture Trustee created hereby
      shall terminate upon the distribution to Noteholders, the Certificate Paying
      Agent on behalf of the Certificateholders and the Indenture Trustee of all
      amounts required to be distributed pursuant to Article III; provided,
      however,
      that in
      no event shall the trust created hereby continue beyond the expiration of 21
      years from the death of the survivor of the descendants of Joseph P. Kennedy,
      the late ambassador of the United States to the Court of St. James, living
      on
      the date hereof.

     

    Section
      8.05 Termination
      Following TMP Trigger Event.
      This
      Indenture and the respective obligations and responsibilities of the Issuing
      Entity, the Securities Administrator, the Note Registrar, the Paying Agent
      and
      the Indenture Trustee created hereby shall terminate, and this Indenture shall
      be satisfied and discharged, following the occurrence of a TMP Trigger Event
      and
      the conditions precedent to a REMIC Conversion, upon the mandatory exchange
      of
      the Notes for the corresponding Classes of REMIC Notes or REMIC Privately
      Offered Certificates, pursuant to Article XI hereof; provided, however, that
      in
      no event shall the trust created hereby continue beyond the expiration of 21
      years from the death of the survivor of the descendants of Joseph P. Kennedy,
      the late ambassador of the United States to the Court of St. James, living
      on
      the date hereof.

     

    Section
      8.06 Release
      of Trust Estate.

     

    (a) Subject
      to the payment of its fees and expenses, the Indenture Trustee may, and when
      required by the provisions of this Indenture shall, execute instruments to
      release property from the lien of this Indenture, or convey the Indenture
      Trustee’s interest in the same, in a manner and under circumstances that are not
      inconsistent with the provisions of this Indenture, including for the purposes
      of any repurchase by the Servicer of a Mortgage Loan pursuant to Section 3.18
      of
      the Servicing Agreement. No party relying upon an instrument executed by the
      Indenture Trustee as provided in Article VIII hereunder shall be bound to
      ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
      any conditions precedent, or see to the application of any monies.

     

    (b) The
      Indenture Trustee shall, at such time as (i) there are no Notes Outstanding
      and
      (ii) all sums then due and unpaid to the Indenture Trustee, the Securities
      Administrator and the Master Servicer pursuant to this Indenture have been
      paid,
      release any remaining portion of the Trust Estate that secured the Notes from
      the lien of this Indenture.

     

    (c) The
      Indenture Trustee shall release property from the lien of this Indenture
      pursuant to this Section 8.06 only upon receipt of a request from the Issuing
      Entity accompanied by an Officers’ Certificate and an Opinion of Counsel stating
      that all applicable requirements have been satisfied, except as otherwise
      provided in clause (a) or in conjunction with a sale or other transfer of such
      property required to occur for the proposed transfer of the Notes prior to
      a TMP
      Trigger Event, as described in Section 11.01 herein and in the Trust
      Agreement.

     

    Section
      8.07 Surrender
      of Notes Upon Final Payment or TMP Trigger Event.
      By
      acceptance of any Note, the Holder thereof agrees to surrender such Note to
      the
      Indenture Trustee promptly, prior to such Noteholder’s receipt of the final
      payment thereon or concurrently against receipt of the corresponding Class
      of
      REMIC Note or REMIC Privately Offered Certificate following the occurrence
      of
      the REMIC Conversion as described in Article XI.

     


    
      
        
        

      

      
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    Section
      8.08 Optional
      Redemption of the Notes.

     

    (a) (i) The
      Majority Certificateholder shall have the option to purchase the Group I Loans
      and the related assets of the Trust and thereby redeem the Group I Notes on
      or
      after the Payment Date on which the Stated Principal Balance of the Group I
      Loans, and properties acquired in respect thereof has been reduced to less
      than
      20% of the aggregate Stated Principal Balance of the Group I Loans as of the
      Cut-off Date Balance.

     

    (ii) The
      Majority Certificateholder shall have the option to purchase the Group II Loans
      and the related assets of the Trust and thereby redeem the Group II Notes on
      or
      after the Payment Date on which the Stated Principal Balance of the Group II
      Loans, and properties acquired in respect thereof has been reduced to less
      than
      20% of the aggregate Stated Principal Balance of the Group II Loans as of the
      Cut-off Date Balance

     

    (b) The
      aggregate redemption price (the “Redemption Price”) for the related Notes in
      connection with any termination pursuant to clause (a) above will be equal
      to
      100% of the aggregate outstanding Note Principal Balance of the related Notes
      plus and
      accrued and unpaid interest thereon (including any related Unpaid Interest
      Shortfall, Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall
      Carry-Forward Amount) at the Note Interest Rate through the date on which the
      related Notes are redeemed in full together with all amounts due and owing
      to
      the Master Servicer, the
      Securities Administrator
      and the
      Indenture Trustee under this Indenture or any other applicable Basic Document
      (which amounts shall be specified in writing upon request of the Issuing Entity
      by the Indenture Trustee, the Securities Administrator, the Servicer or the
      Master Servicer, as applicable).

     

    (c) In
      order
      to exercise the foregoing option with respect to the Notes, the Majority
      Certificateholder shall provide written notice of its exercise of such option
      and the Redemption Price to the Indenture Trustee, the Securities Administrator,
      the Issuing Entity, the Owner Trustee, the Master Servicer and the applicable
      Servicer at least 15 days prior to its exercise. Following receipt of the
      notice, the Indenture Trustee shall provide written notice to the applicable
      Noteholders of the final payment on the applicable Notes. In addition, the
      Majority Certificateholder shall, not less than one Business Day prior to the
      proposed Payment Date on which such redemption is to be made, deposit the
      Redemption Price specified in (b) above with the Indenture Trustee, who shall
      deposit the Redemption Price into the Payment Account and shall, on the Payment
      Date after receipt of the funds, apply such funds to make final payments of
      principal and interest on the Notes in accordance with Sections 3.05 or 3.06,
      as
      applicable, hereof and payment to the Indenture Trustee and the Master Servicer
      as set forth in (b) above. If for any reason the amount deposited by the
      Majority Certificateholder is not sufficient to make such redemption or as
      the
      Indenture Trustee is notified such redemption cannot be completed for any
      reason, (a) the amount so deposited by the Majority Certificateholder with
      the
      Indenture Trustee shall be immediately returned to the Majority
      Certificateholder in full and shall not be used for any other purpose or be
      deemed to be part of the Trust Estate and (b) the Note Principal Balance of
      the
      applicable Notes shall continue to bear interest at the related Note Interest
      Rate.

     


    
      
        
        

      

      
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    ARTICLE
      IX

     

    
      SUPPLEMENTAL
        INDENTURES

       

    

    Section
      9.01 Supplemental
      Indentures Without Consent of Noteholders.

     

    (a) Without
      the consent of the Holders of any Notes but with prior notice to the Rating
      Agencies and the Owner Trustee, the Issuing Entity, the Securities Administrator
      and the Indenture Trustee, when authorized by an Issuing Entity Request, at
      any
      time and from time to time, may enter into one or more indentures supplemental
      hereto (which shall conform to the provisions of the TIA 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 Issuing Entity, and the assumption by any such successor
      of the covenants of the Issuing Entity herein and in the Notes
      contained;

     

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

     

    (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;

     

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

     

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

     

    (viii) 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 as
      evidenced by an Opinion of Counsel; or

     


    
      
        
        

      

      
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    (ix) following
      the occurrence of a TMP Trigger Event and the exchange of the Offered Notes
      and
      the Non-Offered Notes for the REMIC Notes and the REMIC Privately Offered
      Certificates, respectively, pursuant to Article XI hereof;

     

    provided,
      however,
      that no
      such indenture supplements shall be entered into unless the Indenture Trustee
      shall have received an Opinion of Counsel as to the enforceability of any such
      indenture supplement, and that, except for indenture supplements entered into
      for the purposes described in (v) and (viii) above, such indenture supplements
      shall not adversely affect in any material respect the interests of any
      Noteholder and to the effect that (i) such indenture supplement is permitted
      hereunder and (ii) entering into such indenture supplement will not result
      in a
“substantial modification” of the Notes under Treasury Regulation Section
      1.1001-3 or adversely affect the status of the Notes as indebtedness for federal
      income tax purposes, provided that, for purposes of the foregoing, a TMP Trigger
      Event shall be deemed to result in a “significant modification” of the
      aforementioned Notes under Treasury Regulation Section 1.1001-3.

     

    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
      Issuing Entity, the Securities Administrator and the Indenture Trustee, when
      authorized by an Issuing Entity Request, may, also without the consent of any
      of
      the Holders of the Notes and prior notice to the Rating Agencies, enter into
      an
      indenture or indentures supplemental hereto for the purpose of adding any
      provisions to, or changing in any manner or eliminating any of the provisions
      of, this Indenture or of modifying in any manner the rights of the Holders
      of
      the Notes under this Indenture; provided,
      however,
      that
      such action as evidenced by an Opinion of Counsel, (i) is permitted by this
      Indenture, (ii) shall not adversely affect in any material respect the interests
      of any Noteholder and (iii) if 100% of the Certificates and the Retained Notes
      (to the extent that such Retained Notes have not received a “will be debt”
opinion) are not owned by American Home Mortgage Acceptance, Inc., cause the
      Issuing Entity to be subject to an entity level tax for federal income tax
      purposes.

     

    Section
      9.02 Supplemental
      Indentures With Consent of Noteholders.
      The
      Issuing Entity, the Securities Administrator and the Indenture Trustee, when
      authorized by an Issuing Entity Request, also may, with prior notice to the
      Rating Agencies and, with the consent of the Holders of not less than a majority
      of the Note Principal Balance of each Class of Notes affected thereby, by Act
      (as defined in Section 10.03 hereof) of such Holders, delivered to the Issuing
      Entity, the Securities Administrator and the Indenture Trustee, enter into
      an
      indenture or indentures supplemental hereto for the purpose of adding any
      provisions to, or changing in any manner or eliminating any of the provisions
      of, this Indenture or of modifying in any manner the rights of the Holders
      of
      the Notes under this Indenture; provided,
      however,
      that no
      such supplemental indenture shall, without the consent of the Holder of each
      Note affected thereby:

     

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

     


    
      
        
        

      

      
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    (ii) reduce
      the percentage of the Note Principal Balances of the Notes, or any Class of
      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;

     

    (iii) modify
      or
      alter the provisions of the proviso to the definition of the term “Outstanding”
or modify or alter the exception in the definition of the term
“Holder”;

     

    (iv) reduce
      the percentage of the Note Principal Balances of the Notes, or any Class of
      Notes, required to direct the Indenture Trustee to direct the Issuing Entity
      to
      sell or liquidate the Trust Estate pursuant to Section 5.04 hereof;

     

    (v) modify
      any provision of this Section 9.02 except to increase any percentage specified
      herein or to provide that certain additional provisions of this Indenture or
      the
      Basic Documents cannot be modified or waived without the consent of the Holder
      of each Note affected thereby;

     

    (vi) 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
      Note on any Payment Date (including the calculation of any of the individual
      components of such calculation); or

     

    (vii) permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Trust Estate or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive the Holder of any Note of the
      security provided by the lien of this Indenture;

     

    and
      provided,
      further,
      that
      such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing
      Entity (if 100% of the Certificates and the Retained Notes (to the extent that
      such Retained Notes have not received a “will be debt” opinion) are not owned by
      American Home Mortgage Acceptance Inc.) to be subject to an entity level tax
      for
      federal income tax purposes.

     

    Any
      such
      action shall not adversely affect in any material respect the interest of any
      Holder (other than a Holder who shall consent to such supplemental indenture)
      as
      evidenced by an Opinion of Counsel (provided by the Person requesting such
      supplemental indenture) delivered to the Indenture Trustee.

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section 9.02 to approve
      the particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     


    
      
        
        

      

      
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    Promptly
      after the execution by the Issuing Entity, the Securities Administrator and
      the
      Indenture Trustee of any supplemental indenture pursuant to this Section 9.02,
      the Indenture Trustee shall mail to the Owner Trustee and the Holders of the
      Notes to which such amendment or supplemental indenture relates a notice setting
      forth in general terms the substance of such supplemental indenture. Any failure
      of the Indenture Trustee to mail such notice, or any defect therein, shall
      not,
      however, in any way impair or affect the validity of any such supplemental
      indenture.

     

    Section
      9.03 Execution
      of Supplemental Indentures.
      In
      executing, or permitting the additional trusts created by, any supplemental
      indenture permitted by this Article VI or the modification thereby of the trusts
      created by this Indenture, the Indenture Trustee shall be entitled to receive,
      and subject to Sections 6.01 and 6.02 hereof, shall be fully protected in
      relying upon, an Opinion of Counsel stating that the execution of such
      supplemental indenture is authorized or permitted by this Indenture and that
      all
      conditions precedent thereto have been complied with. The Indenture Trustee
      may,
      but shall not be obligated to, enter into any such supplemental indenture that
      affects the Indenture Trustee’s own rights, duties, liabilities or immunities
      under this Indenture or otherwise.

     

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

     

    Section
      9.05 Conformity
      with Trust Indenture Act.
      Every
      amendment of this Indenture and every supplemental indenture executed pursuant
      to this Article 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
      9.06 Reference
      in Notes to Supplemental Indentures.
      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 Issuing Entity or the
      Indenture Trustee shall so determine, new Notes so modified as to conform,
      in
      the opinion of the Indenture Trustee and the Issuing Entity, to any such
      supplemental indenture may be prepared and executed by the Issuing Entity and
      authenticated and delivered by the Indenture Trustee in exchange for Outstanding
      Notes.

     


    
      
        
        

      

      
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    ARTICLE
      X

    

      MISCELLANEOUS

       

    

    Section
      10.01 Compliance
      Certificates and Opinions, etc.
      (a)
      Upon any
      application or request by the Issuing Entity to the Indenture Trustee to take
      any action under any provision of this Indenture, the Issuing Entity shall
      furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with and (ii) an Opinion of Counsel stating
      that in the opinion of such counsel all such conditions precedent, if any,
      have
      been complied with, except that, in the case of any such application or request
      as to which the furnishing of such documents is specifically required by any
      provision of this Indenture, no additional certificate or opinion need be
      furnished.

     

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

     

    (1) 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;

     

    (2) 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;

     

    (3) 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;

     

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

     

    (5) if
      the
      signatory of such certificate or opinion is required to be Independent, the
      statement required by the definition of the term “Independent”.

     

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

     

    (c) Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (i) above, the Issuing Entity shall also deliver
      to
      the Indenture Trustee an Independent Certificate from a nationally recognized
      accounting firm as to the same matters, if the fair value of the securities
      to
      be so deposited and of all other such securities made the basis of any such
      withdrawal or release since the commencement of the then current fiscal year
      of
      the Issuing Entity, as set forth in the certificates delivered pursuant to
      clause (i) above and this clause (ii), is 10% or more of the Note Principal
      Balances of the Notes, but such a certificate need not be furnished with respect
      to any securities so deposited, 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 outstanding Note Principal Balances of the Notes.

     


    
      
        
        

      

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

     

    (e) Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (iii) above, the Issuing Entity shall also furnish
      to the Indenture Trustee an Independent Certificate as to the same matters
      if
      the fair value of the property or securities and of all other property 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 Note
      Principal Balances of the 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 outstanding Note Principal Balances of the
      Notes.

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    Section
      10.03 Acts
      of Noteholders.

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Noteholders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Noteholders in person or by agents duly appointed in
      writing; and except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments are delivered to the
      Indenture Trustee, and, where it is hereby expressly required, to the Issuing
      Entity. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the “Act” of the
      Noteholders signing such instrument or instruments. Proof of execution of any
      such instrument or of a writing appointing any such agent shall be sufficient
      for any purpose of this Indenture and (subject to Section 6.01 hereof)
      conclusive in favor of the Indenture Trustee and the Issuing Entity, if made
      in
      the manner provided in this Section 10.03 hereof.

     

    (b) The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

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

     

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

     

    Section
      10.04 Notices
      etc., to Indenture Trustee, Issuing Entity, Securities Administrator and Rating
      Agencies.
      Any
      request, demand, authorization, direction, notice, consent, waiver or act of
      Noteholders or other documents provided or permitted by this Indenture shall
      be
      in writing and if 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 Issuing Entity shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing to
      or
      with the Indenture Trustee at the Corporate Trust Office. All notices to the
      Indenture Trustee shall be deemed effective only upon actual receipt. The
      Indenture Trustee shall promptly transmit any material notice received by it
      from the Noteholders to the Issuing Entity; or

     


    
      
        
        

      

      
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    (b) the
      Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing and
      mailed first-class, postage prepaid to the Issuing Entity addressed to: American
      Home Mortgage Investment Trust 2006-1, in care of Wilmington Trust Company,
      City
      of Wilmington, County of New Castle, State of Delaware at Rodney Square North,
      1100 North Market Street, Wilmington, DE 19890, or at any other address
      previously furnished in writing to the Indenture Trustee by the Issuing Entity.
      The Issuing Entity shall promptly transmit any notice received by it from the
      Noteholders to the Indenture Trustee; or

     

    (c) the
      Securities Administrator by the Indenture Trustee, any Noteholder or by the
      Issuing Entity shall be sufficient if made, given, furnished or filed in writing
      and mailed first-class, postage prepaid to the Securities Administrator
      addressed to: P.O. Box 98, Columbia, MD 21046 or for overnight deliveries,
      9062
      Old Annapolis Road, Columbia, MD, 21045, Attention: AHM 2006-1, or at any other
      address previously furnished in writing to the Indenture Trustee by the
      Securities Administrator. The Securities Administrator shall promptly transmit
      any notice received by it from the Noteholders to the Indenture Trustee and
      the
      Issuing Entity; or

     

    (d) Notices
      required to be given to the Rating Agencies by the Issuing Entity, the Indenture
      Trustee or the Owner Trustee shall be in writing, mailed first-class postage
      pre-paid, (i) to Standard & Poor’s, at the following address: Standard &
Poor’s, 55 Water Street, 41st
      Floor,
      New York, New York 10041, Attention of Asset Backed Surveillance Department;
      (ii) to Moody’s, at the following address: Moody’s Investors Service, Inc., 99
      Church Street, New York, New York 10007; and (iii) to Fitch Ratings, One State
      Street Plaza, New York, New York 10004; or as to each of the foregoing, at
      such
      other address as shall be designated by written notice to the other parties;
      or

     

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

     

    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.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Section
      10.08 Successors
      and Assigns.
      All
      covenants and agreements in this Indenture and the Notes by the Issuing Entity
      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
      10.09 Separability.
      In case
      any provision in this Indenture or in the Notes shall be invalid, illegal or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      10.10 Benefits
      of Indenture.
      Nothing
      in this Indenture or in the, express or implied, shall give to any Person,
      other
      than the parties hereto and their successors hereunder and the Noteholders,
      any
      benefit or any legal or equitable right, remedy or claim under this
      Indenture.

     

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

     

    Section
      10.12 GOVERNING
      LAW.
      THIS
      INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS EXCEPT SECTIONS 5-1401
      AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAWS, AND THE OBLIGATIONS, RIGHTS
      AND
      REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    


     

    The
      parties to this Indenture each hereby irrevocably submits to the non exclusive
      jurisdiction of any New York State or federal court sitting in the Borough
      of
      Manhattan in The City of New York in any action or proceeding arising out of
      or
      relating to the Notes, this Indenture or the transactions contemplated hereby,
      and all such parties hereby irrevocably agree that all claims in respect of
      such
      action or proceeding may be heard and determined in such New York State or
      federal court and hereby irrevocably waive, to the fullest extent that they
      may
      legally do so, the defense of an inconvenient forum to the maintenance of such
      action or proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
      TO
      THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
      BY
      JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,
      THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section
      10.13 Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

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

     

    Section
      10.15 Issuing
      Entity Obligation.
      No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes
      or under this Indenture or any certificate or other writing delivered in
      connection herewith or therewith, against (i) the Indenture Trustee or the
      Owner
      Trustee in its individual capacity, (ii) any owner of a beneficial interest
      in
      the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer,
      director, employee or agent of the Indenture Trustee or the Owner Trustee in
      its
      individual capacity, any holder of a beneficial interest in the Issuing Entity,
      the Owner Trustee or the Indenture Trustee or of any successor or assign of
      the
      Indenture Trustee or the Owner Trustee in its individual capacity, except as
      any
      such Person may have expressly agreed (it being understood that the Indenture
      Trustee and the Owner Trustee have no such obligations in their 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 Issuing Entity hereunder, the Owner Trustee
      shall be subject to, and entitled to the benefits of, the terms and provisions
      of Article VI, VII and VIII of the Trust Agreement.

     

    Section
      10.16 No
      Petition.
      The
      Indenture Trustee, by entering into this Indenture, and each Noteholder, by
      accepting a Note, hereby covenant and agree that they will not at any time
      prior
      to one year from the date of termination hereof, institute against the Depositor
      or the Issuing Entity, or join in any institution against the Depositor or
      the
      Issuing Entity of, any bankruptcy, reorganization, arrangement, insolvency
      or
      liquidation proceedings, or other proceedings under any United States federal
      or
      state bankruptcy or similar law in connection with any obligations relating
      to
      the Notes, this Indenture or any of the Basic Documents, provided, however,
      that
      nothing herein shall prohibit the Indenture Trustee from filing proofs of
      claim.

     


    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    


    


     

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

     

     

     


    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

     

    REMIC CONVERSION

     

    Section
      11.01 Discharge
      of Indenture and Transfer of Mortgage Loans.
      It is
      the intention of all parties to this Indenture that upon the occurrence of
      a
      REMIC Conversion, that:

     

    (i) There
      shall be a mandatory surrender to the Issuing Entity by the Holders thereof
      of
      the Offered Notes and the Non-Offered Notes, in exchange for (A) the REMIC
      Notes
      and (B) the delivery to the Holders of the Non-Offered Notes of the REMIC
      Privately Offered Certificates;

     

    (ii) All
      of
      the Mortgage Loans shall be transferred by the Issuing Entity to the trustee
      named under a pooling and servicing agreement in exchange for the REMIC
      Certificates; and

     

    (iii) Concurrently
      with a REMIC Conversion, this Indenture shall be discharged and terminated
      pursuant to Section 4.10 and Section 8.05 herein, respectively.

     

    Section
      11.02 Conditions
      Precedent to a REMIC Conversion.
      Prior
      to a REMIC Conversion:

     

    (i) American
      Home Mortgage Investment Corp. shall have purchased all the REO properties
      in
      the Trust Estate at their fair market value;

     

    (ii) 
      the
      party who caused the TMP Trigger Event shall have contributed to the Trust
      Estate an amount equal to any allocation of Realized Losses on the Offered
      Notes, if any, resulting from the sale of the REO properties described in clause
      (i) above; and 

     

    (iii) the
      entity that delivered notice causing the REMIC Conversion to be undertaken
      shall
      have made provision for payment satisfactory to the Owner Trustee, the Indenture
      Trustee, the Securities Administrator, the Paying Agent and the Note Registrar
      and others for any initial or ongoing additional administrative expenses
      associated with the REMIC elections.

     

    


     


    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    



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

     

    
      	 	 	 
	 	AMERICAN
              HOME
              MORTGAGE INVESTMENT TRUST 2006-1, 
as Issuing Entity by WILMINGTON
              TRUST
              COMPANY,
              
not in its individual capacity but solely as Owner
              Trustee
	 
 	 
 	 
 
	 	By:  	/s/ Anita
              E.
              Dallago
	 	
              

              Name:
                Anita E. Dallago

              Title:
                Senior Financial Services Officer

            
	 	 
              


    

     

    
      
        	 	 	 
	 	WELLS
                FARGO BANK,
                N.A., as Securities Administrator
	 
 	 
 	 
 
	 	By:  	/s/ Peter
                A.
                Gobell
	 	
                

                Name:
                  Peter A. Gobell

                Title:
                  Vice President

              
	 	 


      

    

    
       

      
        	 	 	 
	 	DEUTSCHE
                BANK,
                NATIONAL TRUST COMPANY, as Indenture Trustee
	 
 	 
 	 
 
	 	By:  	/s/ Eiko
                Akiyama
	 	
                

                Name:
                  Eiko Akiyama

                Title:
                  Associate

              
	 	 


      

    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Barbara
              Campbell
	 	
              

              Name:
                Barbara Campbell

              Title:
                Vice President

            
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              STATE
                OF _____________

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF _____________

               

            	
              )

               

            


    


     

    On
      this
29th
      day of
      March, 2006,
      before
      me personally appeared Barbara Campbell to me known, who being by me duly sworn,
      did depose and say, that she is a Vice President of the Indenture Trustee,
      one
      of the corporations described in and which executed the above instrument; and
      that he signed his name thereto by like order.

    
       

      Notary
        Public

       

      NOTARY
        PUBLIC

       

      [NOTARIAL
        SEAL]

       

    


    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

    
      	
              STATE
                OF _____________

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF _____________

               

            	
              )

               

            


    

     

    On
      this
      29th
      day of
      March, 2006, before me personally appeared Peter A. Gobell to me known, who
      being by me duly sworn, did depose and say, that he is the Vice President of
      the
      Securities Administrator, one of the corporations described in and which
      executed the above instrument; and that he signed his name thereto by like
      order.

     

    Notary
      Public

     

    NOTARY
      PUBLIC

     

    [NOTARIAL
      SEAL]

     


    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF DELAWARE

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW CASTLE

               

            	
              )

               

            


    

    On
      this
      29th
      day of
      March, 2006, before me personally appeared Anita E. Dallago to me known, who
      being by me duly sworn, did depose and say, that she is a(n)Senior Financial
      Services Officer of the Owner Trustee, one of the entities described in and
      which executed the above instrument; and that she signed her name thereto by
      like order.

     

    Notary
      Public

     

    NOTARY
      PUBLIC

     

    [NOTARIAL
      SEAL]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-1

     

    CLASS
      [__]-A-[__] NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE 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
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
      RIGHT
      OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
      INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
      LIABLE FOR PAYMENTS ON THIS NOTE.

     

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

     

    BY
      ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE TO
      THE
      INDENTURE TRUSTEE PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS OF REMIC
      NOTES FOLLOWING THE OCCURRENCE OF THE REMIC CONVERSION AS DESCRIBED IN THE
      INDENTURE.

     


    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    


    AMERICAN
      HOME MORTGAGE INVESTMENT TRUST 2006-1

    MORTGAGE-BACKED
      NOTES, SERIES 2006-1

    CLASS
      [__]-A-[__]

     

    


    
      	
              AGGREGATE
                NOTE PRINCIPAL

              BALANCE:
                $[________________]

               

            	
              NOTE
                INTEREST

              RATE:
                [Adjustable Rate][__%]

               

            
	
              INITIAL
                NOTE PRINCIPAL

              BALANCE
                OF THIS NOTE: $[_____________]

               

            	
              NOTE
                NO. 1

               

            
	
              PERCENTAGE
                INTEREST: 100%

               

            	
              CUSIP
                NO: [_______________]

               

            


    

    


    American
      Home Mortgage Investment Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to [____________].
      or registered assigns, the principal sum of $[____________________] in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      in
      _____________ (the “Final Scheduled Payment Date”) and to pay interest on the
      Note Principal Balance of this Note (this “Note”) outstanding from time to time
      as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Mortgage-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 29,
      2006 (the “Indenture”), between the Issuing Entity, Deutsche Bank National Trust
      Company, as indenture trustee (the “Indenture Trustee”) and Wells Fargo Bank,
      N.A., as securities administrator (the “Securities Administrator”) to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, the Securities Administrator and the Holders of the Notes
      and
      the terms upon which the Notes are to be authenticated and delivered. All terms
      used in this Note which are defined in the Indenture shall have the meanings
      assigned to them in the Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Principal Balance”
of a Note as of any date of determination is equal to the initial Note Principal
      Balance thereof, reduced by the aggregate of all amounts previously paid with
      respect to such Note on account of principal [and reduced by the aggregate
      amount of cumulative Realized Losses allocated to such Note on all prior Payment
      Dates, and increased by any Subsequent Recoveries allocated to such
      Note.]

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro rata share of the aggregate payments on all Class [__]-A-[__]
      Notes as
      described above, and shall be applied as between interest and principal as
      provided in the Indenture.

     


    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    


    


     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Scheduled Payment Date.

     

    By
      acceptance of this Note, the Holder hereof agrees to surrender this Note to
      the
      Indenture Trustee promptly upon receipt of the corresponding Class of REMIC
      Notes following the occurrence of the REMIC Conversion as described in the
      Indenture.

     

    The
      Majority Certificateholder shall have the option to purchase the related assets
      of the Trust and thereby redeem the related Notes on or after the Payment Date
      on which the Stated Principal Balance of the related Mortgage Loans, and
      properties acquired in respect thereof has been reduced to less than 20% of
      the
      aggregate stated principal balance of the related Mortgage Loans as of the
      Cut-Off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class [__]-A-[__]
      Notes,
      and each Holder hereof, by its acceptance of this Note, agrees that (i) such
      Note will be limited in right of payment to amounts available from the Trust
      Estate as provided in the Indenture and (ii) such Holder shall have no recourse
      to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor,
      the Sponsor, the Securities Administrator, the Master Servicer, the Servicer
      or
      any of its affiliates, or to the assets of any of the foregoing entities, except
      the assets of the Issuing Entity pledged to secure the Class [__]-A-[__]
      Notes
      pursuant to the Indenture and the rights conveyed to the Issuing Entity under
      the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of

    principal
      and interest payable with respect to such Note, which shall be payable as
      provided below. Notwithstanding the foregoing, upon written request with
      appropriate instructions by the Holder of this Note delivered to the Indenture
      Trustee at least five Business Days prior to the Record Date, any payment of
      principal or interest, other than the final installment of principal or
      interest, shall be made by wire transfer to an account in the United States
      designated by such Holder. All reductions in the principal amount of a Note
      effected by payments of principal made on any Payment Date shall be binding
      upon
      all Holders of this Note and of any Note issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof, whether or not
      such
      payment is noted on such Note. The final payment of this Note shall be payable
      upon presentation and surrender thereof on or after the Payment Date thereof
      at
      the office or agency designated by the Indenture Trustee and maintained by
      it
      for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note,
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     


    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    


    


     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Principal
      Balance of the Notes, the amount payable to the Holder of this Note will be
      equal to the sum of the unpaid Note Principal Balance of this Note, together
      with accrued and unpaid interest thereon as described in the Indenture. The
      Indenture provides that, notwithstanding the acceleration of the maturity of
      the
      Notes, under certain circumstances specified therein, all amounts collected
      as
      proceeds of the Trust Estate securing the Notes or otherwise shall continue
      to
      be applied to payments of principal of and interest on the Notes as if they
      had
      not been declared due and payable.

     

    The
      failure to pay any Unpaid Interest Shortfall at any time when funds are not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring the Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of a Note will not give rise to a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) the Note is rated investment grade or better and such person
      believes that the Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      the
      Note. Alternatively, regardless of the rating of the Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Sponsor, the Depositor, any Underwriter, the Owner Trustee, the Indenture
      Trustee, the Securities Administrator, the Master Servicer, the Servicer or
      any
      successor servicer, which opines that the acquisition, holding and transfer
      of
      such Note or interest therein is permissible under applicable law, will not
      constitute or result in a non-exempt prohibited transaction under ERISA or
      Section 4975 of the Code and will not subject the Issuing Entity, the Sponsor,
      the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the
      Securities Administrator, the Master Servicer, the Servicer or any successor
      servicer to any obligation in addition to those undertaken in the
      Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate then
      outstanding Note Principal Balance, will be issued to the designated transferee
      or transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note, and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     


    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    


    


     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of each Class of Notes affected
      thereby. The Indenture also contains provisions permitting the Holders of Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      the Notes, to waive any past Event of Default and its consequences except an
      Event of Default (a) with respect to payment of principal of or interest on
      any
      of the Notes, or (b) in respect of a covenant or provision of the Indenture
      which cannot be modified or amended without the consent of the Holder of each
      Note. Any such waiver by the Holder, at the time of the giving thereof, of
      this
      Note (or any one or more predecessor Notes) shall bind the Holder of every
      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 such
      Note. The Indenture also permits the Issuing Entity and the Indenture Trustee,
      following prior notice to the Rating Agencies, to amend or waive certain terms
      and conditions set forth in the Indenture without the consent of the Holders
      of
      the Notes issued thereunder.

     

    Initially,
      the Notes will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for the Notes. The Notes will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. The Notes are exchangeable
      for a like aggregate then outstanding Note Principal Balance of Notes of
      different authorized denominations, as requested by the Holder surrendering
      same.

     

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

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither the Owner Trustee in its individual capacity, nor
      any
      of its 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,
      or performance of, or omission to perform, any of the covenants, obligations
      or
      indemnifications contained in this Note, it being expressly understood that
      said
      covenants, obligations and indemnifications have been made solely by the Trust
      to the extent of the assets of the Trust. The Holder of this Note by the
      acceptance hereof agrees that, except as expressly provided in the Basic
      Documents, 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 Estate for any and all liabilities, obligations and
      undertakings contained in this Note.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March 29, 2006

    
      	 	 	 
	 	AMERICAN
              HOME
              MORTGAGE INVESTMENT TRUST 2006-1
	 
 	 
 	 
 
	 	BY:  	WILMINGTON
              TRUST
              COMPANY, not in its individual capacity but solely in its capacity
              as
              Owner Trustee
	 	 	 
	 	By: 	 
	 	
              
Authorized
              Signatory
	 	 


    

     

     

    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class [__]-A-[__]
      Notes
      referred to in the within-mentioned Indenture.

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY, as Indenture Trustee

     

    By: ________________________

    Authorized
      Signatory


    
      
        
        

      

      
        A-1-6

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

               

            	
              --

               

            	
              as
                tenants in common

               

            
	
              TEN
                ENT

               

            	
              --

               

            	
              as
                tenants by the entireties

               

            
	
              JT
                TEN

               

            	
              --

               

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

               

            
	
              UNIF
                GIFT MIN ACT

               

            	
              --

               

            	
              __________
                Custodian 

              ______________________________

              (Cust)   
                 
                (Minor)

               

              under
                Uniform Gifts to Minor Act _____________________

              (State)

               

            


    

    


    ADDITIONAL
      ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.

     


    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

     

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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 by        

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    



    
      
        
        

      

      
        A-1-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-2

    CLASS
      [__]-M-[__] NOTES

     

    THIS
      NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [__]-A-[__]
      NOTES AND [CLASS [__]-M-[__]] NOTES AS DESCRIBED IN THE
      INDENTURE.

     

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

     

    [FOR
      OFFERED NOTES] THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST
      HEREIN WILL BE DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED
      IN
      SECTION 4.15 OF THE INDENTURE.

     

    THIS
      NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
      RIGHT
      OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
      INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
      LIABLE FOR PAYMENTS ON THIS NOTE.

     

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

     

    [NO
      TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE REGISTRAR SHALL HAVE
      RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE TRANSFEREE'S
      STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW.

     

    NO
      TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE REGISTRAR HAS RECEIVED
      PROOF
      OF THE TRANSFEREE'S STATUS AS A REIT OR AS A QUALIFIED REIT SUBSIDIARY, WITHIN
      THE MEANING OF SECTION 856(a) OR SECTION 856(i) OF THE CODE, RESPECTIVELY [FOR
      NON-OFFERED NOTES] [, AND FOLLOWING SUCH TRANSFER, SUCH HOLDER OF NON-OFFERED
      NOTES SHALL OWN 100% OF THE NON-OFFERED NOTES AND THE TRUST
      CERTIFICATES].

     

    THIS
      NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED TO
      HEREIN.

     


    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    


    


     

    [FOR
      NON-OFFERED NOTES] NO TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE
      REGISTRAR SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE
      TRANSFEREE OF THIS NOTE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
      BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
      OR USING THE ASSETS OF ANY SUCH PLAN, OR (ii) IF THIS NOTE IS PRESENTED FOR
      REGISTRATION IN THE NAME OF A PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE
      CODE
      (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY
      SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO
      EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE
      OF NOTES, OPERATION OF TRUST AND MANAGEMENT OF TRUST ASSETS ARE PERMISSIBLE
      UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY PROHIBITED
      TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
      DEPOSITOR, THE SPONSOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE NOTE
      REGISTRAR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE SERVICER
      TO
      ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA
      OR
      SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE TRUST
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR,
      THE SPONSOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE NOTE REGISTRAR,
      THE
      MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE
      SERVICER.]

     

    BY
      ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE TO
      THE
      INDENTURE TRUSTEE PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS OF REMIC
      NOTES OR REMIC PUBLICLY OFFERED CERTIFICATES, AS APPLICABLE, FOLLOWING THE
      OCCURRENCE OF THE REMIC CONVERSION AS DESCRIBED IN THE
      INDENTURE.

     


    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    


      AMERICAN
      HOME MORTGAGE INVESTMENT TRUST 2006-1

    MORTGAGE-BACKED
      NOTES, SERIES 2006-1

    CLASS
      [__]-M-[__]

    


    
      	
              AGGREGATE
                NOTE PRINCIPAL

              BALANCE:
                $[______________]

               

            	
              NOTE
                INTEREST

              RATE:
                Adjustable Rate

               

            
	
              INITIAL
                NOTE PRINCIPAL

              BALANCE
                OF THIS NOTE: $[_____________]

               

            	
              NOTE
                NO. 1

               

            
	
              PERCENTAGE
                INTEREST: 100%

               

            	
              CUSIP
                NO:

               

            


    

    


    American
      Home Mortgage Investment Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to [____________]
      or
      registered assigns, the principal sum of $[______________] in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      in
      _________________ (the “Final Scheduled Payment Date”) and to pay interest on
      the Note Principal Balance of this Note (this “Note”) outstanding from time to
      time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Mortgage-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 29,
      2006 (the “Indenture”), between the Issuing Entity, Deutsche Bank National Trust
      Company, as indenture trustee (the “Indenture Trustee”) and Wells Fargo Bank,
      N.A., as securities administrator (the “Securities Administrator”), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, the Securities Administrator and the Holders of the Notes
      and
      the terms upon which the Notes are to be authenticated and delivered. All terms
      used in this Note which are defined in the Indenture shall have the meanings
      assigned to them in the Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Principal Balance”
of a Note as of any date of determination is equal to the initial Note Principal
      Balance thereof, reduced by the aggregate of all amounts previously paid with
      respect to such Note on account of principal and the aggregate amount of
      cumulative Realized Losses allocated to such Note on all prior Payment Dates,
      and increased by any Subsequent Recoveries allocated to such Note.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro rata share of the aggregate payments on all Class [__]-M-[__]
      Notes as described above, and shall be applied as between interest and principal
      as provided in the Indenture.

     


    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    


    


     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Scheduled Payment Date.

     

    By
      acceptance of this Note, the Holder hereof agrees to surrender this Note to
      the
      Indenture Trustee promptly upon receipt of the corresponding Class of REMIC
      Notes or REMIC Privately Offered Certificates, as applicable, following the
      occurrence of the REMIC Conversion as described in the Indenture.

     

    The
      Majority Certificateholder shall have the option to purchase the related assets
      of the Trust and thereby redeem the related Notes on or after the Payment Date
      on which the Stated Principal Balance of the related Mortgage Loans, and
      properties acquired in respect thereof has been reduced to less than 20% of
      the
      aggregate stated principal balance of the related Mortgage Loans as of the
      Cut-Off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class [__]-M-[__] Notes,
      and each Holder hereof, by its acceptance of this Note, agrees that (i) such
      Note will be limited in right of payment to amounts available from the Trust
      Estate as provided in the Indenture and (ii) such Holder shall have no recourse
      to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor,
      the Securities Administrator, the Sponsor, the Master Servicer, the Servicer
      or
      any of its affiliates, or to the assets of any of the foregoing entities, except
      the assets of the Issuing Entity pledged to secure Class [__]-M-[__] Notes
      pursuant to the Indenture and the rights conveyed to the Issuing Entity under
      the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All reductions in the principal amount of a Note effected by payments
      of
      principal made on any Payment Date shall be binding upon all Holders of this
      Note and of any note issued upon the registration of transfer thereof or in
      exchange therefor or in lieu thereof, whether or not such payment is noted
      on
      such Note. The final payment of this Note shall be payable upon presentation
      and
      surrender thereof on or after the Payment Date thereof at the office or agency
      designated by the Indenture Trustee and maintained by it for such purpose
      pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note,
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     


    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    


    


     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Principal
      Balance of the Notes, the amount payable to the Holder of this Note will be
      equal to the sum of the unpaid Note Principal Balance of this Note, together
      with accrued and unpaid interest thereon as described in the Indenture. The
      Indenture provides that, notwithstanding the acceleration of the maturity of
      the
      Notes, under certain circumstances specified therein, all amounts collected
      as
      proceeds of the Trust Estate securing the Notes or otherwise shall continue
      to
      be applied to payments of principal of and interest on the Notes as if they
      had
      not been declared due and payable.

     

    The
      failure to pay any Unpaid Interest Shortfall at any time when funds are not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    [For
      Offered Notes] [The Holder of this Note or Beneficial Owner of any interest
      herein is deemed to represent that either (1) it is not acquiring the Note
      with
      Plan Assets or (2) (A) the acquisition, holding and transfer of a Note will
      not
      give rise to a non-exempt prohibited transaction under Section 406 of ERISA
      or
      Section 4975 of the Code and (B) the Note is rated investment grade or better
      and such person believes that the Note is properly treated as indebtedness
      without substantial equity features for purposes of the DOL Regulations, and
      agrees to so treat the Note. Alternatively, regardless of the rating of the
      Note, such person may provide the Indenture Trustee and the Owner Trustee with
      an opinion of counsel, which opinion of counsel will not be at the expense
      of
      the Issuing Entity, the Sponsor, the Depositor, any Underwriter, the Owner
      Trustee, the Indenture Trustee, the Securities Administrator, the Master
      Servicer, the Servicer of any successor servicer, which opines that the
      acquisition, holding and transfer of such Note or interest therein is
      permissible under applicable law, will not constitute or result in a non-exempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Issuing Entity, the Sponsor, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master
      Servicer, the Servicer or any successor servicer to any obligation in addition
      to those undertaken in the Indenture.]

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate then
      outstanding Note Principal Balance, will be issued to the designated transferee
      or transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note, and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     


    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    


    


     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of each Class of Notes affected
      thereby. The Indenture also contains provisions permitting the Holders of Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      the Notes, to waive any past Event of Default and its consequences except an
      Event of Default (a) with respect to payment of principal of or interest on
      any
      of the Notes, or (b) in respect of a covenant or provision of the Indenture
      which cannot be modified or amended without the consent of the Holder of each
      Note. Any such waiver by the Holder, at the time of the giving thereof, of
      this
      Note (or any one or more predecessor Notes) shall bind the Holder of every
      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 such
      Note. The Indenture also permits the Issuing Entity and the Indenture Trustee,
      following prior notice to the Rating Agencies, to amend or waive certain terms
      and conditions set forth in the Indenture without the consent of the Holders
      of
      the Notes issued thereunder.

     

    [Initially,
      the Notes will be registered in the name of ____________- ] [Initially, the
      Notes will be registered in the name of Cede & Co. as nominee of DTC, acting
      in its capacity as the Depository for the Notes. The Notes will be delivered
      by
      the clearing agency in denominations as provided in the Indenture and subject
      to
      certain limitations therein set forth.] The Notes are exchangeable for a like
      aggregate then outstanding Note Principal Balance of Notes of different
      authorized denominations, as requested by the Holder surrendering
      same.

     

    [No
      transfer, sale, pledge or other disposition of a Non-Offered Note shall be
      made
      unless such transfer, sale, pledge or other disposition is exempt from the
      registration requirements of the Securities Act and any applicable state
      securities laws or is made in accordance with said Act and laws. In the event
      of
      any such transfer, the Note Registrar or the Depositor shall prior to such
      transfer require the transferee to execute (A) either (i) (a) an investment
      letter in substantially the form attached to the Indenture as Exhibit K (or
      in
      such form and substance reasonably satisfactory to the Note Registrar and the
      Depositor) which investment letter shall not be an expense of the Trust, the
      Owner Trustee, the Indenture Trustee, the Securities Administrator, the Note
      Registrar, the Master Servicer, the Servicer, the Sponsor or the Depositor
      and
      which investment letter states that, among other things, such transferee (1)
      is
      a “qualified institutional buyer” as defined under Rule 144A, acting for its own
      account or the accounts of other “qualified institutional buyers” as defined
      under Rule 144A, and (2) is aware that the proposed transferor intends to rely
      on the exemption from registration requirements under the Securities Act of
      1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Note Registrar
      and
      the Depositor that such transfer may be made pursuant to an exemption,
      describing the applicable exemption and the basis therefor, from said Act and
      laws or is being made pursuant to said Act and laws, which Opinion of Counsel
      shall not be an expense of the Trust, the Owner Trustee, the Indenture Trustee,
      the Securities Administrator, the Note Registrar, the Master Servicer, the
      Servicer, the Sponsor or the Depositor and (b) either (1) the transferee
      executes a representation letter, substantially in the form of Exhibit M hereto,
      and the transferor executes a representation letter, substantially in the form
      of Exhibit N hereto, each acceptable to and in form and substance satisfactory
      to the Note Registrar certifying the facts surrounding such transfer, which
      representation letters shall not be an expense of the Trust, the Owner Trustee,
      the Indenture Trustee, the Securities Administrator, the Note Registrar, the
      Master Servicer, the Servicer, the Sponsor or the Depositor or (2) an Opinion
      of
      Counsel has been rendered by nationally recognized tax counsel stating that
      such
      Notes will be treated as debt for federal income tax purposes and (B) the
      Certificate of Non-Foreign Status (in substantially the form attached to the
      Indenture as Exhibit L) acceptable to and in form and substance reasonably
      satisfactory to the Note Registrar, which certificate shall not be an expense
      of
      the Trust, the Owner Trustee, the Indenture Trustee, the Securities
      Administrator, the Note Registrar, the Master Servicer, the Servicer, the
      Sponsor or the Depositor. The Holder of a Non-Offered Note desiring to effect
      such transfer shall, and does hereby agree to, indemnify the Trust, the Owner
      Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Master
      Servicer, the Servicer and the Depositor against any liability that may result
      if the transfer is not so exempt or is not made in accordance with such federal
      and state laws.

     


    
      
        
        

      

      
        A-2-6

        
          

        

      

      
        
        

      

    


    


     

    [For
      Non-Offered Notes] No transfer of Non-Offered Notes or any interest therein
      shall be made to any Person unless the Depositor, the Owner Trustee, the
      Securities Administrator, the Note Registrar, the Master Servicer, the Servicer
      and the Sponsor are provided with an Opinion of Counsel which establishes to
      the
      satisfaction of the Depositor, the Owner Trustee, the Indenture Trustee and
      the
      Note Registrar that the purchase of Non-Offered Notes is permissible under
      applicable law, will not constitute or result in any prohibited transaction
      under ERISA or Section 4975 of the Code and will not subject the Depositor,
      the
      Owner Trustee, the Indenture Trustee, the Securities Administrator, the Note
      Registrar, the Master Servicer, the Servicer or the Sponsor to any obligation
      or
      liability (including obligations or liabilities under ERISA or Section 4975
      of
      the Code) in addition to those undertaken in the Indenture, which Opinion of
      Counsel shall not be an expense of the Depositor, the Owner Trustee, the
      Indenture Trustee, the Securities Administrator, the Note Registrar, the Master
      Servicer, the Servicer or the Sponsor. In lieu of such Opinion of Counsel,
      a
      Person may provide a certification in the form of Exhibit G to the Indenture,
      which the Depositor, the Owner Trustee, the Indenture Trustee, the Securities
      Administrator, the Note Registrar, the Master Servicer, the Servicer and the
      Sponsor may rely upon without further inquiry or investigation. Neither an
      Opinion of Counsel nor a certification will be required in connection with
      the
      initial transfer of any such Note by the Depositor to an affiliate of the
      Depositor (in which case, the Depositor or any affiliate thereof shall have
      deemed to have represented that such affiliate is not a Plan or a Person
      investing Plan Assets) and the Owner Trustee shall be entitled to conclusively
      rely upon a representation (which, upon the request of the Owner Trustee, shall
      be a written representation) from the Depositor of the status of such transferee
      as an affiliate of the Depositor.

     

    No
      person
      shall become a Holder of Non-Offered Notes, so long as any Notes are
      Outstanding, until it shall establish its status as a real estate investment
      trust (“REIT”) or as a “qualified REIT subsidiary” (“QRS”) within the meaning of
      Section 856(a) or Section 856(i) of the Code, respectively, by submitting to
      the
      Note Registrar and the Transferee Certificate set forth in Exhibit H to the
      Indenture [for Non-Offered Notes] [, and following such transfer, such Holder
      of
      the Non-Offered Notes shall own 100% of the Non-Offered Notes and the Trust
      Certificates].

     

    No
      offer,
      sale, transfer, pledge, hypothecation or other disposition (including any
      pledge, sale or transfer under a repurchase transaction or securities loan)
      of
      any Non-Offered Note shall be made to any transferee unless, prior to such
      disposition, the proposed transferor delivers to the Note Registrar (i) an
      Opinion of Counsel, rendered by a law firm generally recognized to be qualified
      to opine concerning the tax aspects of asset securitization, to the effect
      that
      such transfer (including any disposition permitted following any default under
      any pledge or repurchase transaction) will not cause the Trust to be no longer
      be treated for federal income tax purposes as a “qualified REIT subsidiary”
within the meaning of Section 856(i) of the Code and (ii) a certificate that
      stating that any Non-Offered Notes may be transferred by the related lender
      under any such related loan agreement or repurchase agreement upon a default
      under any such indebtedness, in which case the transferor shall deliver to
      the
      Note Registrar and the Indenture Trustee substantially in the form attached
      as
      Exhibit I to the Indenture certifying to such effect. Notwithstanding the
      foregoing, the provisions of this paragraph shall not apply to the initial
      transfer of the Non-Offered Notes to the Depositor.]

     


    
      
        
        

      

      
        A-2-7

        
          

        

      

      
        
        

      

    


    


     

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

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither the Owner Trustee in its individual capacity, nor
      any
      of its 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,
      or performance of, or omission to perform, any of the covenants, obligations
      or
      indemnifications contained in this Note, it being expressly understood that
      said
      covenants, obligations and indemnifications have been made solely by the Trust
      to the extent of the assets of the Trust. The Holder of this Note by the
      acceptance hereof agrees that, except as expressly provided in the Basic
      Documents, 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 Estate for any and all liabilities, obligations and
      undertakings contained in this Note.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
        
        

      

      
        A-2-8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March 29, 2006

    
      	 	 	 
	 	AMERICAN
              HOME
              MORTGAGE INVESTMENT TRUST 2006-1
	 
 	 
 	 
 
	 	BY:  	WILMINGTON
              TRUST
              COMPANY,
              not in its individual capacity but solely in its capacity as Owner
              Trustee
	 	 	 
	 	By: 	 
	 	
              
Authorized
              Signatory
	 	 


    

     

    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class [__-]M-__] Notes referred to in the within-mentioned
      Indenture.

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY, as Indenture Trustee

     

    
      	
              By:

            	
              __________________________

            


    

    Authorized
      Signatory


    
      
        
        

      

      
        A-2-9

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

               

            	
              --

               

            	
              as
                tenants in common

               

            
	
              TEN
                ENT

               

            	
              --

               

            	
              as
                tenants by the entireties

               

            
	
              JT
                TEN

               

            	
              --

               

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

               

            
	
              UNIF
                GIFT MIN ACT

               

            	
              --

               

            	
              __________
                Custodian 

              ______________________________

              (Cust)  
 
                (Minor)

               

              under
                Uniform Gifts to Minor Act _____________________

              (State)

               

            


    

    


    ADDITIONAL
      ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.

     


    
      
        
        

      

      
        A-2-10

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

     

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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 by           

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    



    
      
        
        

      

      
        A-2-11

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-3

    CLASS
      II-B NOTES

     

    THIS
      NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [__]-A-[__] NOTES AND
      CLASS [__]-M-[__] NOTES AS DESCRIBED IN THE INDENTURE.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
      RIGHT
      OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
      INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
      LIABLE FOR PAYMENTS ON THIS NOTE.

     

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

     

    NO
      TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE REGISTRAR SHALL HAVE
      RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE TRANSFEREE'S
      STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW.

     

    NO
      TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE REGISTRAR HAS RECEIVED
      PROOF
      OF THE TRANSFEREE'S STATUS AS A REIT OR AS A QUALIFIED REIT SUBSIDIARY, WITHIN
      THE MEANING OF SECTION 856(a) OR SECTION 856(i) OF THE CODE, RESPECTIVELY,
      AND
      FOLLOWING SUCH TRANSFER, SUCH HOLDER OF NON-OFFERED NOTES SHALL OWN 100% OF
      THE
      NON-OFFERED NOTES AND THE TRUST CERTIFICATES.

     

    THIS
      NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED TO
      HEREIN.

     


    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

    


    


     

    NO
      TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE REGISTRAR SHALL HAVE
      RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS NOTE
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
      ANY SUCH PLAN, OR (ii) IF THIS NOTE IS PRESENTED FOR REGISTRATION IN THE NAME
      OF
      A PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS
      OF
      ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON
      WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, AN OPINION
      OF COUNSEL TO THE EFFECT THAT THE PURCHASE OF NOTES, OPERATION OF TRUST AND
      MANAGEMENT OF TRUST ASSETS ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
      CONSTITUTE OR RESULT IN ANY PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975
      OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE SPONSOR, THE OWNER TRUSTEE,
      THE INDENTURE TRUSTEE, THE NOTE REGISTRAR, THE SECURITIES ADMINISTRATOR, THE
      MASTER SERVICER OR THE SERVICER TO ANY OBLIGATION OR LIABILITY (INCLUDING
      OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION
      TO THOSE UNDERTAKEN IN THE TRUST AGREEMENT, WHICH OPINION OF COUNSEL SHALL
      NOT
      BE AN EXPENSE OF THE DEPOSITOR, THE SPONSOR, THE OWNER TRUSTEE, THE INDENTURE
      TRUSTEE, THE NOTE REGISTRAR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR
      OR THE SERVICER.

    


    BY
      ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE TO
      THE
      INDENTURE TRUSTEE PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS OF REMIC
      PRIVATELY OFFERED CERTIFICATES FOLLOWING THE OCCURRENCE OF THE REMIC CONVERSION
      AS DESCRIBED IN THE INDENTURE.


    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    


      AMERICAN
      HOME MORTGAGE INVESTMENT TRUST 2006-1

    MORTGAGE-BACKED
      NOTES, SERIES 2006-1

    CLASS
      II-B

    


    
      	
              AGGREGATE
                NOTE PRINCIPAL

              BALANCE:
                $[______________]

               

            	
              NOTE
                INTEREST

              RATE:
                [0.000%]

               

            
	
              INITIAL
                NOTE PRINCIPAL

              BALANCE
                OF THIS NOTE: $[_____________]

               

            	
              NOTE
                NO. 1

               

            
	
              PERCENTAGE
                INTEREST: 100%

               

            	
              CUSIP
                NO:

               

            


    

    


    American
      Home Mortgage Investment Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to [____________]
      or
      registered assigns, the principal sum of $[______________] in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      in
      ______________ (the “Final Scheduled Payment Date”) [and to pay interest on the
      Note Principal Balance of this Note (this “Note”) outstanding from time to time
      as provided below.]

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Mortgage-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 29,
      2006 (the “Indenture”), between the Issuing Entity, Deutsche Bank National Trust
      Company, as indenture trustee (the “Indenture Trustee”) and Wells Fargo Bank,
      N.A., as securities administrator (the “Securities Administrator”), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal on this Note will be made on each Payment Date to the Noteholder
      of
      record as of the related Record Date. The “Note Principal Balance” of a Note as
      of any date of determination is equal to the initial Note Principal Balance
      thereof, reduced by the aggregate of all amounts previously paid with respect
      to
      such Note on account of principal and the aggregate amount of cumulative
      Realized Losses allocated to such Note on all prior Payment Dates, and increased
      by any Subsequent Recoveries allocated to such Note.

     

    The
      principal of this Note is due and payable as described in the Indenture, in
      such
      coin or currency of the United States of America as at the time of payment
      is
      legal tender for payment of public and private debts. All payments made by
      the
      Issuing Entity with respect to this Note shall be equal to this Note’s pro rata
      share of the aggregate payments on all Class II-B Notes
      as
      described above, and shall be applied as principal as provided in the
      Indenture.

     

    All
      principal on the Notes, if not previously paid, will become finally due and
      payable at the Final Scheduled Payment Date.

     


    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    


    


     

    By
      acceptance of this Note, the Holder hereof agrees to surrender this Note to
      the
      Indenture Trustee promptly upon receipt of the corresponding Class of REMIC
      Privately Offered Certificates following the occurrence of the REMIC Conversion
      as described in the Indenture.

     

    The
      Majority Certificateholder shall have the option to purchase the related assets
      of the Trust and thereby redeem the related Notes on or after the Payment Date
      on which the Stated Principal Balance of the related Mortgage Loans, and
      properties acquired in respect thereof has been reduced to less than 10% of
      the
      aggregate stated principal balance of the related Mortgage Loans as of the
      Cut-Off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class II-B Notes,
      and each Holder hereof, by its acceptance of this Note, agrees that (i) such
      Note will be limited in right of payment to amounts available from the Trust
      Estate as provided in the Indenture and (ii) such Holder shall have no recourse
      to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor,
      the Securities Administrator, the Sponsor, the Master Servicer, Servicer or
      any
      of its affiliates, or to the assets of any of the foregoing entities, except
      the
      assets of the Issuing Entity pledged to secure the Class II-B Notes
      pursuant to the Indenture and the rights conveyed to the Issuing Entity under
      the Indenture.

     

    Any
      payment of principal payable on this Note which is punctually paid on the
      applicable Payment Date shall be paid to the Person in whose name such Note
      is
      registered at the close of business on the Record Date for such Payment Date
      by
      check mailed to such person’s address as it appears in the Note Register on such
      Record Date, except for the final installment of principal payable with respect
      to such Note, which shall be payable as provided below. Notwithstanding the
      foregoing, upon written request with appropriate instructions by the Holder
      of
      this Note delivered to the Indenture Trustee at least five Business Days prior
      to the Record Date, any payment of principal, other than the final installment
      of principal, shall be made by wire transfer to an account in the United States
      designated by such Holder. All reductions in the principal amount of a Note
      effected by payments of principal made on any Payment Date shall be binding
      upon
      all Holders of this Note and of any note issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof, whether or not
      such
      payment is noted on such Note. The final payment of this Note shall be payable
      upon presentation and surrender thereof on or after the Payment Date thereof
      at
      the office or agency designated by the Indenture Trustee and maintained by
      it
      for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note,
      shall carry the right to unpaid principal that was carried by such other
      Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Principal
      Balance of the Notes, the amount payable to the Holder of this Note will be
      equal to the sum of the unpaid Note Principal Balance of this Note. The
      Indenture provides that, notwithstanding the acceleration of the maturity of
      the
      Notes, under certain circumstances specified therein, all amounts collected
      as
      proceeds of the Trust Estate securing the Notes or otherwise shall continue
      to
      be applied to payments of principal of the Notes as if they had not been
      declared due and payable.

     


    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    


    


     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate then
      outstanding Note Principal Balance, will be issued to the designated transferee
      or transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments of such Note, and (ii) on any other date for all other purposes
      whatsoever, as the owner hereof, whether or not this Note be overdue, and
      neither the Issuing Entity, the Indenture Trustee nor any such agent of the
      Issuing Entity or the Indenture Trustee shall be affected by notice to the
      contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of each Class of Notes affected
      thereby. The Indenture also contains provisions permitting the Holders of Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      the Notes, to waive any past Event of Default and its consequences except an
      Event of Default (a) with respect to payment of principal of on any of the
      Notes, or (b) in respect of a covenant or provision of the Indenture which
      cannot be modified or amended without the consent of the Holder of each Note.
      Any such waiver by the Holder, at the time of the giving thereof, of this Note
      (or any one or more predecessor Notes) shall bind the Holder of every 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 such
      Note. The Indenture also permits the Issuing Entity and the Indenture Trustee,
      following prior notice to the Rating Agencies, to amend or waive certain terms
      and conditions set forth in the Indenture without the consent of the Holders
      of
      the Notes issued thereunder.

     

    Initially,
      the Notes will be registered in the name of ____________. The Notes are
      exchangeable for a like aggregate then outstanding Note Principal Balance of
      Notes of different authorized denominations, as requested by the Holder
      surrendering same.

     


    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    


    


     

    No
      transfer, sale, pledge or other disposition of a Non-Offered Note shall be
      made
      unless such transfer, sale, pledge or other disposition is exempt from the
      registration requirements of the Securities Act and any applicable state
      securities laws or is made in accordance with said Act and laws. In the event
      of
      any such transfer, the Note Registrar or the Depositor shall prior to such
      transfer require the transferee to execute (A) either (i) (a) an investment
      letter in substantially the form attached to the Indenture as Exhibit K (or
      in
      such form and substance reasonably satisfactory to the Note Registrar and the
      Depositor) which investment letter shall not be an expense of the Trust, the
      Owner Trustee, the Indenture Trustee, the Securities Administrator, the Note
      Registrar, the Master Servicer, the Servicer, the Sponsor or the Depositor
      and
      which investment letter states that, among other things, such transferee (1)
      is
      a “qualified institutional buyer” as defined under Rule 144A, acting for its own
      account or the accounts of other “qualified institutional buyers” as defined
      under Rule 144A, and (2) is aware that the proposed transferor intends to rely
      on the exemption from registration requirements under the Securities Act of
      1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Note Registrar
      and
      the Depositor that such transfer may be made pursuant to an exemption,
      describing the applicable exemption and the basis therefor, from said Act and
      laws or is being made pursuant to said Act and laws, which Opinion of Counsel
      shall not be an expense of the Trust, the Owner Trustee, the Indenture Trustee,
      the Securities Administrator, the Note Registrar, the Master Servicer, the
      Servicer, the Sponsor or the Depositor and (b) either (1) the transferee
      executes a representation letter, substantially in the form of Exhibit M hereto,
      and the transferor executes a representation letter, substantially in the form
      of Exhibit N hereto, each acceptable to and in form and substance satisfactory
      to the Note Registrar certifying the facts surrounding such transfer, which
      representation letters shall not be an expense of the Trust, the Owner Trustee,
      the Indenture Trustee, the Securities Administrator, the Note Registrar, the
      Master Servicer, the Servicer, the Sponsor or the Depositor or (2) an Opinion
      of
      Counsel has been rendered by nationally recognized tax counsel stating that
      such
      Notes will be treated as debt for federal income tax purposes and (B) the
      Certificate of Non-Foreign Status (in substantially the form attached to the
      Indenture as Exhibit L) acceptable to and in form and substance reasonably
      satisfactory to the Note Registrar, which certificate shall not be an expense
      of
      the Trust, the Owner Trustee, the Indenture Trustee, the Securities
      Administrator, the Note Registrar, the Master Servicer, the Servicer, the
      Sponsor or the Depositor. The Holder of a Non-Offered Note desiring to effect
      such transfer shall, and does hereby agree to, indemnify the Trust, the Owner
      Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Master
      Servicer, the Servicer and the Depositor against any liability that may result
      if the transfer is not so exempt or is not made in accordance with such federal
      and state laws.

     

    No
      transfer of Non-Offered Notes or any interest therein shall be made to any
      Person unless the Depositor, the Owner Trustee, the Securities Administrator,
      the Note Registrar, the Master Servicer, the Servicer and the Sponsor are
      provided with an Opinion of Counsel which establishes to the satisfaction of
      the
      Depositor, the Owner Trustee, the Indenture Trustee and the Note Registrar
      that
      the purchase of Non-Offered Notes is permissible under applicable law, will
      not
      constitute or result in any prohibited transaction under ERISA or Section 4975
      of the Code and will not subject the Depositor, the Owner Trustee, the Indenture
      Trustee, the Securities Administrator, the Note Registrar, the Master Servicer,
      the Servicer or the Sponsor to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Indenture, which Opinion of Counsel shall not be
      an
      expense of the Depositor, the Owner Trustee, the Indenture Trustee, the
      Securities Administrator, the Note Registrar, the Master Servicer, the Servicer
      or the Sponsor. In lieu of such Opinion of Counsel, a Person may provide a
      certification in the form of Exhibit G to the Indenture, which the Depositor,
      the Owner Trustee, the Indenture Trustee, the Securities Administrator, the
      Note
      Registrar, the Master Servicer, the Servicer and the Sponsor may rely upon
      without further inquiry or investigation. Neither an Opinion of Counsel nor
      a
      certification will be required in connection with the initial transfer of any
      such Note by the Depositor to an affiliate of the Depositor (in which case,
      the
      Depositor or any affiliate thereof shall have deemed to have represented that
      such affiliate is not a Plan or a Person investing Plan Assets) and the Owner
      Trustee shall be entitled to conclusively rely upon a representation (which,
      upon the request of the Owner Trustee, shall be a written representation) from
      the Depositor of the status of such transferee as an affiliate of the
      Depositor.

     


    
      
        
        

      

      
        A-3-6

        
          

        

      

      
        
        

      

    


    


     

    No
      person
      shall become a Holder of Non-Offered Notes, so long as any Notes are
      Outstanding, until it shall establish its status as a real estate investment
      trust (“REIT”) or as a “qualified REIT subsidiary” (“QRS”) within the meaning of
      Section 856(a) or Section 856(i) of the Code, respectively, by submitting to
      the
      Note Registrar and the Owner Trustee and the Transferee Certificate set forth
      in
      Exhibit H to the Indenture, and following such transfer, such Holder of
      Non-Offered Notes shall own 100% of the Non-Offered Notes and the Trust
      Certificates.

     

    No
      offer,
      sale, transfer, pledge, hypothecation or other disposition (including any
      pledge, sale or transfer under a repurchase transaction or securities loan)
      of
      any Non-Offered Note shall be made to any transferee unless, prior to such
      disposition, the proposed transferor delivers to the Note Registrar (i) an
      Opinion of Counsel, rendered by a law firm generally recognized to be qualified
      to opine concerning the tax aspects of asset securitization, to the effect
      that
      such transfer (including any disposition permitted following any default under
      any pledge or repurchase transaction) will not cause the Trust to be no longer
      be treated for federal income tax purposes as a “qualified REIT subsidiary”
within the meaning of Section 856(i) of the Code and (ii) a certificate that
      stating that any Non-Offered Notes may be transferred by the related lender
      under any such related loan agreement or repurchase agreement upon a default
      under any such indebtedness, in which case the transferor shall deliver to
      the
      Note Registrar, the Owner Trustee and the Indenture Trustee substantially in
      the
      form attached as Exhibit I to the Indenture certifying to such effect.
      Notwithstanding the foregoing, the provisions of this paragraph shall not apply
      to the initial transfer of the Non-Offered Notes to the Depositor.

     

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

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither the Owner Trustee in its individual capacity, nor
      any
      of its 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,] or performance of, or omission to perform, any of the covenants,
      obligations or indemnifications contained in this Note, it being expressly
      understood that said covenants, obligations and indemnifications have been
      made
      solely by the Trust to the extent of the assets of the Trust. The Holder of
      this
      Note by the acceptance hereof agrees that, except as expressly provided in
      the
      Basic Documents, 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 Estate for any and all liabilities, obligations and
      undertakings contained in this Note.

     


    
      
        
        

      

      
        A-3-7

        
          

        

      

      
        
        

      

    


    


     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
        
        

      

      
        A-3-8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March 29, 2006

    
      	 	 	 
	 	AMERICAN
              HOME
              MORTGAGE INVESTMENT TRUST 2006-1
	 
 	 
 	 
 
	 	BY:  	
              WILMINGTON
                TRUST COMPANY,
                not in its individual capacity but solely in its capacity as Owner
                Trustee

            
	 	 	 
	 	By:  	 
	 	
              
Authorized
              Signatory
	 	 


    

     

     

    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class II-B Notes
      referred to in the within-mentioned Indenture.

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY, as Indenture Trustee

     

    
      	
              By:

            	
              __________________________

            


    

    Authorized
      Signatory


    
      
        
        

      

      
        A-3-9

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

               

            	
              --

               

            	
              as
                tenants in common

               

            
	
              TEN
                ENT

               

            	
              --

               

            	
              as
                tenants by the entireties

               

            
	
              JT
                TEN

               

            	
              --

               

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

               

            
	
              UNIF
                GIFT MIN ACT

               

            	
              --

               

            	
              __________
                Custodian 

              ______________________________

              (Cust)    
                 (Minor)

               

              under
                Uniform Gifts to Minor Act _____________________

              (State)

               

            


    

    


    ADDITIONAL
      ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.

     


    
      
        
        

      

      
        A-3-10

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

     

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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 by           

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     


    
      
        
        

      

      
        A-3-11

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-3

     

    [RESERVED]

     

    


     


    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE

     

    (FILED
      MANUALLY)

     

    



    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

    


    


    [RESERVED]

    


     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D-1

     

    FORM
      OF
      CAP CONTRACT

     

    [TO
      BE
      INSERTED]

     


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-2

     

    FORM
      OF
      CORRIDOR CONTRACT

     

    [TO
      BE
      INSERTED]

     


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E

     

    [RESERVED]

     

    


     


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      F

     

    [RESERVED]

     

    


     


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G

     

    [RESERVED]

     

    


     

    


     


    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      H

     

    FORM
      OF
      INITIAL CERTIFICATION

     

    ,
      200_

     

    AMERICAN
      HOME MORTGAGE SECURITIES LLC

    538
      Broadhollow Road

    Melville,
      New York 11747

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705

     

    AMERICAN
      HOME MORTGAGE SERVICING, INC.

    7142
      Columbia Gateway Drive

    Columbia,
      Maryland 21046

     

    Attention:
      American Home Mortgage Investment Trust 2006-1

    

      
        	 	
                Re: 

              	
                Indenture,
                  dated as of March 29, 2006 (the “Indenture”), between American Home
                  Mortgage Investment Trust 2006-1, a Delaware business trust, as
                  Issuing
                  Entity (the “Issuing Entity”), Deutsche Bank National Trust Company, as
                  Indenture Trustee (the “Indenture Trustee”) and Wells Fargo Bank, N.A., as
                  Securities Administrator (the “Securities
                  Administrator”)

              


      

    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.03(a) of the Indenture and Section 2.1(b)(i)-(v)
      of
      the Mortgage Loan Purchase Agreement, dated as of March 29, 2006, between
      American Home Mortgage Acceptance, Inc. and American Home Mortgage Securities
      LLC (the “MLPA”, and together with the Indenture, the “Agreements”), the
      undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage
      Loan listed in the related Mortgage Loan Schedule (other than any Mortgage
      Loan
      paid in full or listed on the exception report attached hereto) it has reviewed
      the Mortgage File and the related Mortgage Loan Schedule and has determined
      that: (i) all documents required to be included in the Mortgage File pursuant
      to
      Section 2.1(b)(i)-(v) (except clause (v)(ii)) of the MLPA are in its possession;
      (ii) such documents have been reviewed by it and appear regular on their face
      and relate to such Mortgage Loan; and (iii) based on examination by it, and
      only
      as to such documents, the information set forth in items (iii) and (v) of the
      definition or description of “Mortgage Loan Schedule” is correct.

     

    The
      Indenture Trustee has made no independent examination of any documents contained
      in each Mortgage File beyond the review specifically required in the
      above-referenced Agreements. The Indenture Trustee makes no representation
      that
      any documents specified in clauses (v)(ii) and (vi) of Section 2.1 (b) of the
      MLPA should be included in any Mortgage File. The Indenture Trustee makes no
      representations as to and shall not be responsible to verify: (i) the validity,
      legality, sufficiency, enforceability, due authorization, recordability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the related Mortgage Loan Schedule, (ii) the
      collectability, insurability, effectiveness, perfection, priority or suitability
      of any such Mortgage Loan, or (iii) the existence of any hazard insurance policy
      or assumption, modification, written assurance or substitution agreement with
      respect to any Mortgage File if no such documents appear in the Mortgage File
      delivered to the Indenture Trustee.

     


    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


    


     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Indenture.

    
      	 	 	 
	 	
              DEUTSCHE
                BANK NATIONAL

              TRUST
                COMPANY,

              as
                Indenture Trustee

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            
	 	 


    

    


     


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

     

    FORM
      OF
      FINAL CERTIFICATION

     

    ,
      200__

     

    AMERICAN
      HOME MORTGAGE SECURITIES, LLC

    538
      Broadhollow Road

    Melville,
      New York 11747

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705

     

    AMERICAN
      HOME MORTGAGE SERVICING, INC.

    7142
      Columbia Gateway Drive

    Columbia,
      Maryland 21046

     

    Attention:
      American Home Mortgage Investment Trust 2006-1

    

      
        	 	
                Re:

              	
                Indenture,
                  dated as of March 29, 2006 (the “Indenture”), between American Home
                  Mortgage Investment Trust 2006-1, a Delaware business trust, as
                  Issuing
                  Entity (the “Issuing Entity”), Deutsche Bank National Trust Company, as
                  Indenture Trustee (the “Indenture Trustee”) and Wells Fargo Bank, N.A., as
                  Securities Administrator (the “Securities Administrator”)  

              


      

    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.03(a) of the Indenture and Section 2.1(b)(i)-(v)
      of
      the Mortgage Loan Purchase Agreement, dated as of March 29, 2006, between
      American Home Mortgage Acceptance, Inc. and American Home Mortgage Securities
      LLC (the “MLPA”, and together with the Indenture, the “Agreements”), the
      undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on the exception report attached hereto) it has received the
      documents set forth in Section 2.1(b)(i)-(v) (except clause (v)(ii)) of the
      MLPA.

     

    The
      Indenture Trustee has made no independent examination of any documents contained
      in each Mortgage File beyond the review specifically required in the Agreements.
      The Indenture Trustee makes no representation that any documents specified
      in
      clauses (v)(ii) and (vi) of Section 2.1 (b) should be included in any Mortgage
      File. The Indenture Trustee makes no representations as to and shall not be
      responsible to verify: (i) the validity, legality, sufficiency, enforceability,
      due authorization, recordability or genuineness of any of the documents
      contained in each Mortgage File of any of the Mortgage Loans identified on
      the
      related Mortgage Loan Schedule, (ii) the collectability, insurability,
      effectiveness, perfection, priority or suitability of any such Mortgage Loan,
      or
      (iii) the existence of any hazard insurance policy or assumption, modification,
      written assurance or substitution agreement with respect to any Mortgage File
      if
      no such documents appear in the Mortgage File delivered to the Indenture
      Trustee.


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Indenture.

    
      
        	 	 	 
	 	
                
                  DEUTSCHE
                    BANK NATIONAL

                  TRUST
                    COMPANY,

                  as
                    Indenture Trustee

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                Title:

              
	 	 


      

      
 

    

     


    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J

     

    FORM
      OF
      REQUEST FOR RELEASE

     

    DATE:

     

    TO:

     

    
      	
              RE:

            	
              REQUEST
                FOR RELEASE OF DOCUMENTS

            


    

     

    In
      connection with your administration of the Mortgage Loans, we request the
      release of the Mortgage File described below.

     

    Servicing
      Agreement Dated:

    Series
      #:

    Account
      #:

    Pool
      #:

    Loan
      #:

    Borrower
      Name(s):

    Reason
      for Document Request: (circle one)  Mortgage
      Loan Prepaid in Full

     
      Other

     
Mortgage
      Loan Repurchased

    


    PLEASE
      DELIVER THE MORTGAGE FILE TO 

     

    “We
      hereby certify that all amounts received or to be received in connection with
      such payments which are required to be deposited have been deposited as provided
      in the Servicing Agreement.”

     

    [Name
      of
      Master Servicer]

    Authorized
      Signature

    ******************************************************************************

    TO
      INDENTURE TRUSTEE: Please acknowledge this request, and check off documents
      being enclosed with a copy of this form. You should retain this form for your
      files in accordance with the terms of the Indenture.

    

      
        	
                Enclosed
                  Documents: 

              	
                [
                  ]  Promissory Note

              
	 	
                [
                  ]  Primary Insurance Policy

              
	 	
                [
                  ]  Mortgage or Deed of Trust

              
	 	
                [
                  ]  Assignment(s) of Mortgage or Deed of Trust

              
	 	
                [
                  ]  Title Insurance Policy

              
	 	
                [
                  ]  Other:

              
	 	 


      

    

    _______________________

    Name

    _______________________

    Title

    _______________________

    Date

    



    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      K

     

    FORM
      OF
      RULE 144A INVESTMENT REPRESENTATION

     

    Description
      of Rule 144A Securities, including numbers:

    
      	 
	 
	 
	 


    

    


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

     

    1.
      In
      connection with such transfer and in accordance with the agreements pursuant
      to
      which the Rule 144A Securities were issued, the Sponsor hereby certifies the
      following facts: Neither the Sponsor nor anyone acting on its behalf has
      offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
      Securities, any interest in the Rule 144A Securities or any other similar
      security to, or solicited any offer to buy or accept a transfer, pledge or
      other
      disposition of the Rule 144A Securities, any interest in the Rule 144A
      Securities or any other similar security from, or otherwise approached or
      negotiated with respect to the Rule 144A Securities, any interest in the Rule
      144A Securities or any other similar security with, any person in any manner,
      or
      made any general solicitation by means of general advertising or in any other
      manner, or taken any other action, that would constitute a distribution of
      the
      Rule 144A Securities under the Securities Act of 1933, as amended (the “1933
      Act”), or that would render the disposition of the Rule 144A Securities a
      violation of Section 5 of the 1933 Act or require registration pursuant thereto,
      and that the Sponsor has not offered the Rule 144A Securities to any person
      other than the Buyer or another “qualified institutional buyer” as defined in
      Rule 144A under the 1933 Act.

     

    2.
      The
      Buyer warrants and represents to, and covenants with, the Owner Trustee, the
      Note Registrar and the Depositor (as defined in the Indenture (the “Agreement”),
      dated as of March 29, 2006, among American Home Mortgage Investment Trust
      2006-1, (the “Issuing Entity”), Deutsche Bank National Trust Company, as
      Indenture Trustee (the “Indenture Trustee”), and Wells Fargo Bank, N.A., as
      Securities Administrator (the “Securities Administrator”) pursuant to Section
      4.02 of the Agreement and Deutsche Bank National Trust Company, as indenture
      trustee, as follows:

     

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

     

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

     


    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    


    


     

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

     

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

     

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

     

    3.
      The
      Buyer warrants and represents to, and covenants with, the Sponsor, the Indenture
      Trustee, the Owner Trustee, the Note Registrar, the Master Servicer, the
      Securities Administrator, the Servicer and the Depositor that either (1) the
      Buyer is (A) not an employee benefit plan (within the meaning of Section 3(3)
      of
      the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), or a
      plan (within the meaning of Section 4975(e)(1) of the Internal Revenue Code
      of
      1986 (“Code”)), which (in either case) is subject to ERISA or Section 4975 of
      the Code (each, a “Plan”), and (B) is not directly or indirectly purchasing the
      Rule 144A Securities on behalf of, as investment manager of, as named fiduciary
      of, as trustee of, or with “plan assets” of a Plan, or (2) the Buyer understands
      that registration of transfer of any Rule 144A Securities to any Plan, or to
      any
      Person acting on behalf of any Plan, will not be made unless such Plan delivers
      an opinion of its counsel, addressed and satisfactory to the Owner Trustee,
      Indenture Trustee, Note Registrar and the Depositor, to the effect (A) that
      the
      purchase and holding of the Rule 144A Securities by, on behalf of or with “plan
      assets” of any Plan, (B) operation of the Trust and (C) management of Trust
      assets are permissible under applicable law, would not constitute or result
      in a
      prohibited transaction under ERISA or Section 4975 of the Code, and would not
      subject the Depositor, the Sponsor, the Owner Trustee, the Indenture Trustee,
      the Note Registrar, the Securities Administrator, the Master Servicer or the
      Servicer to any obligation or liability (including liabilities under ERISA
      or
      Section 4975 of the Code) in addition to those undertaken in the Agreement,
      which Opinion of Counsel shall not be an expense of the Depositor, the Sponsor,
      the Owner Trustee, the Note Registrar, the Indenture Trustee, the Securities
      Administrator, the Master Servicer or the Servicer.

     


    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    


    


     

    4.
      This
      document may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same document.

     

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

     

    


    

      
        	
                 


              	 	
                 

              
	
                Print
                  Name of Sponsor

              	 	
                Print
                  Name of Buyer

              
	 	 	 	 	 
	
                By:

              	
                 

              	 	
                By:

              	
                 

              
	
                Name:

                Title:

              	 	
                Name:

                Title:

              
	 	 	 
	
                Taxpayer
                  Identification:

              	 	
                Taxpayer
                  Identification:

              
	
                No.

              	
                 

              	 	
                No.

              	
                 

              
	
                Date:

              	
                 

              	 	
                Date:

              	
                 

              
	 	 	 	 	 


      

    

    



    
      
        
        

      

      
        K-3

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT K

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [FOR
      BUYERS OTHER THAN REGISTERED INVESTMENT COMPANIES]

     

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

     

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

     

    2.
      In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933
      (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary
      basis $   1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer's most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

    
      

    

    
      1 Buyer
        must own and/or invest on a discretionary basis at least $100,000,000 in
        securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
        invest on a discretionary basis at least $10,000,000 in securities.

        
          
            
            

          

          
            K-4

            
              

            

          

          
            
            

          

        



    

    


     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

    
      	
              ___

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

            


    

     

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

     

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

     


    
      
        
        

      

      
        K-5

        
          

        

      

      
        
        

      

    


    


     

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

     

    

      
        	
                _____
 Yes

              	
                ____
 No

              	
                Will
                  the Buyer be purchasing the Rule 144A 
Securities only for the Buyer's
                  own account?

              


      



     

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

     

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

     

    
      	 	 	 	 
	  
               	 	 
	Print Name
              of
              Buyer 	 	
            
	 	 	 
	By:	 
	 	 
	
               

            	
              Name:

              Title:

            	 	 
	 	  	 	 
	Date: 	   	 	 


    


    
      
        
        

      

      
        K-6

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT K

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [FOR
      BUYERS THAT ARE REGISTERED INVESTMENT COMPANIES]

     

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

     

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

     

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

    

      
        	
                ____

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

              
	 	 	 
	
                ____

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

              


      

    

     

     

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

     

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

     

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

     


    
      
        
        

      

      
        K-7

        
          

        

      

      
        
        

      

    


    


     

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

     

    
       

      
        	 	 	 	 
	   
                 	 	 
	Print Name
                of
                Buyer 	 	
              
	 	 	 
	By:	 
	 	 
	
                 

              	
                Name:

                Title:

              	 	 
	 	  	 	 
	Date: 	   	 	 


      

      
         

        
          	 	 	 	 
	   
                   	 	 
	IF
                  AN
                  ADVISER:	 	
                
	  
	 	 
	Print
                  Name of Buyer 	 	 
	 	 	 
	 	  	 	 
	Date: 	   	 	 


        



    

    


     

    
      
      

    


    
      
        
        

      

      
        K-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

     

    CERTIFICATE
      OF NON-FOREIGN STATUS

     

    This
      Certificate of Non-Foreign Status (“certificate”) is delivered pursuant to
      Section 4.02 of the Indenture, dated as of March 29, 2006 (the “Indenture”),
      among American Home Mortgage Investment Trust 2006-1, (the “Issuing Entity”),
      Deutsche Bank National Trust Company, as Indenture Trustee (the “Indenture
      Trustee”), and Wells Fargo Bank, N.A., as Securities Administrator (the
“Securities Administrator”), in connection with the acquisition of, transfer to
      or possession by the undersigned, whether as beneficial owner for U.S. federal
      income tax purposes (the “Beneficial Owner”), or nominee on behalf of the
      Beneficial Owner of the Class ____ Notes, Series 2006-1 (the “Note”).
      Capitalized terms used but not defined in this certificate have the respective
      meanings given them in the Indenture.

     

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

     

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

     

    To
      confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the
      Internal Revenue Code (relating to withholding tax on foreign partners) do
      not
      apply in respect of the Note held by the undersigned, the undersigned hereby
      certifies:

     

    
      	
              Part
                I -

            	 	
              Complete
                Either A or B

            


    

     

    
      	 	
              A.
                

            	
              Individual
                as Beneficial Owner

            


    

     

    
      	 	
              1.

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

            


    

     

    
      	 	
              2.

            	
              My
                (The Beneficial Owner's) name and home address
                are:

            


    

     

    ;
      and

     

    
      	 	
              3.

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

            


    

     

    B. Corporate,
      Partnership or Other Entity as Beneficial Owner

     

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

            


    

     

    
      	 	
              2.

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

            


    

    ;
      and

     


    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              3.

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

            


    

     

    Part
      II
      -  Nominees

     

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

     

    an
      IRS
      Form W-9

     

    a
      form
      such as this or substantially similar

     

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

     

    Part
      III
      -  Declaration

     

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

     

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

     

     

      
        

      

    

    Name

     

     

      
        

      

    

    Title
      (if
      applicable)

     

     

      
        

      

    

    Signature
      and Date

     

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

     

    


     


    
      
        
        

      

      
        L-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M

     

    FORM
      OF
      INVESTMENT LETTER [NON-RULE 144A]

     

    [DATE]

     

    Wilmington
      Trust Company, as Owner Trustee

    [_____________]

     

    Deutsche
      Bank National Trust Company

    1761
      E.
      St. Andrew Place

    Santa
      Ana, CA 92705

     

    
      	          	
              Re:

            	
              American
                Home Mortgage Investment Trust 2006-1 Non-Offered Notes, 
Series
                2006-1, Class [___] (the “Non-Offered
                Notes”)                           
                

            


    

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Non-Offered Notes, we
      certify that (a) we understand that the Non-Offered Notes are not being
      registered under the Securities Act of 1933, as amended (the “Act”), or any
      state securities laws and are being transferred to us in a transaction that
      is
      exempt from the registration requirements of the Act and any such laws, (b)
      we
      are an “accredited investor,” as defined in Regulation D under the Act, and have
      such knowledge and experience in financial and business matters that we are
      capable of evaluating the merits and risks of investments in the Non-Offered
      Notes, (c) we have had the opportunity to ask questions of and receive answers
      from the Depositor concerning the purchase of the Non-Offered Notes and all
      matters relating thereto or any additional information deemed necessary to
      our
      decision to purchase the Non-Offered Notes, (d) we are not an employee benefit
      plan that is subject to the Employee Retirement Income Security Act of 1974,
      as
      amended, or a plan that is subject to Section 4975 of the Internal Revenue
      Code
      of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are
      acquiring the Non-Offered Notes for investment for our own account and not
      with
      a view to any distribution of such Non-Offered Notes (but without prejudice
      to
      our right at all times to sell or otherwise dispose of the Non-Offered Notes
      in
      accordance with clause (g) below), (f) we have not offered or sold any
      Non-Offered Notes to, or solicited offers to buy any Non-Offered Notes from,
      any
      person, or otherwise approached or negotiated with any person with respect
      thereto, or taken any other action which would result in a violation of Section
      5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any
      Non-Offered Notes unless (1) such sale, transfer or other disposition is made
      pursuant to an effective registration statement under the Act or is exempt
      from
      such registration requirements, and if requested, we will at our expense provide
      an opinion of counsel satisfactory to the addressees of this certificate that
      such sale, transfer or other disposition may be made pursuant to an exemption
      from the Act, (2) the purchaser or transferee of such Non-Offered Note has
      executed and delivered to you a certificate to substantially the same effect
      as
      this certificate, and (3) the purchaser or transferee has otherwise complied
      with any conditions for transfer set forth in the Indenture.

     


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    


    


     

    Very
      truly yours,

     

    [TRANSFEREE]

     

    By:________________________________

    Authorized
      Officer

    


     


    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

     

    TRANSFEROR
      CERTIFICATE

     

    Wilmington
      Trust Company, as Owner Trustee

    [_______________]

     

    Deutsche
      Bank National Trust Company

    1761
      E.
      St. Andrew Place

    Santa
      Ana, CA 92705

     

    
      	             
              	
              Re:

            	
              Proposed
                Transfer of Non-Offered Notes, Class [___], American Home Mortgage
                Investment Trust 2006-1

            


    

     

    Gentlemen:

     

    This
      certification is being made by ____________________ (the “Transferor”) in
      connection with the proposed Transfer to _____________________ (the
“Transferee”) of a non-offered note, Class [___] (the “Non-Offered Note”)
      representing ___% fractional undivided interest in American Home Mortgage
      Investment Trust 2006-1 (the “Trust”), issued pursuant to an Indenture, dated as
      of March 29, 2006 (the “Indenture”), among American Home Mortgage Investment
      Trust 2006-1, (the “Issuing Entity”), Deutsche Bank National Trust Company, as
      Indenture Trustee (the “Indenture Trustee”), and Wells Fargo Bank, N.A., as
      Securities Administrator (the “Securities Administrator”). Initially capitalized
      terms used but not defined herein have the meanings assigned to them in Appendix
      A to the Indenture. The Transferor hereby certifies, represents and warrants
      to,
      and covenants with, the Company, the Owner Trustee and the Note Registrar
      that:

     

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

     


    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    


    


    
      	Date:
              __________________________	 	 
	 	________________________________
	 	Name
              of Transferor
	 	________________________________
	 	Signature
	 	________________________________
	 	Name
	 	________________________________
	 	Title
	 
 	 
 	 
 


    

    


     

    


    


     


    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      O

     

    FORM
      OF
      ERISA LETTER

     

    [DATE]

     

    Wilmington
      Trust Company, as Owner Trustee

    [_______________]

     

    Deutsche
      Bank National Trust Company

    1761
      E.
      St. Andrew Place

    Santa
      Ana, CA 92705

     

    
      	       
              	
              Re:

            	
              Proposed
                Transfer of Non-Offered Notes, Class [____],
American Home Mortgage
                Investment Trust 2006-1 (the “Non-Offered
                Notes”)

            


    

     

     

    Gentlemen:

     

    This
      certification is being made by     
      (the
“Transferee”) in connection with the proposed Transfer by   (the
      “Transferor”) of non-offered note (the “Non-Offered Note”) representing __%
      fractional undivided interest in American Home Mortgage Investment Trust 2006-1
      (the “Trust”), issued pursuant to an Indenture, dated as of March 29, 2006 (the
“Indenture”), among American Home Mortgage Investment Trust 2006-1 (the “Issuing
      Entity”), Deutsche Bank National Trust Company, as Indenture Trustee (the
“Indenture Trustee”), and Wells Fargo Bank, N.A., as Securities Administrator
      (the “Securities Administrator”). Initially capitalized terms used but not
      defined herein have the meanings assigned to them in Appendix A to the
      Indenture. The Transferor hereby certifies, represents and warrants to, and
      covenants with, the Company, the Owner Trustee and the Note Registrar
      that:

     

    
      	 	
              (i)

            	
              either
                (a) or (b) is satisfied, as marked
                below:

            


    

     

    ___ a. The
      Transferor is not any employee benefit plan or other plan subject to the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
      Section 4975 of the Internal Revenue Code of 1986 (the “Code”)(each, a “Plan”),
      a Person acting, directly or indirectly, on behalf of a Plan or any Person
      acquiring such Non-Offered Note with “plan assets” of a Plan within the meaning
      of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101;
      or

     

    ___ b. The
      Transferor is a Plan, a Person acting, directly or indirectly, on behalf of
      a
      Plan or a Person acquiring such Certificates with “plan assets” of a Plan within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101 and has provided the Depositor, the Owner Trustee, the Indenture
      Trustee, the Note Registrar and the Sponsor with an Opinion of Counsel,
      satisfactory to the Note Registrar to the effect (A) that the purchase and
      holding of a Non-Offered Note by or on behalf of the Transferor (B) operation
      of
      the Trust and (C) management of Trust assets are permissible under applicable
      law, will not constitute or result in a prohibited transaction under Section
      406
      of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
      enactments) and will not subject the Depositor, the Owner Trustee, the Indenture
      Trustee, the Note Registrar, the Sponsor, the Securities Administrator, the
      Master Servicer or the Servicer to any obligation or liability (including
      liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the Indenture, which opinion of counsel shall not be an expense
      of
      the Depositor, the Owner Trustee, the Indenture Trustee, the Note Registrar,
      the
      Securities Administrator, the Sponsor, the Master Servicer or the Servicer;
      and

     


    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    


    


     

    (ii)
      the
      Transferor is familiar with the prohibited transaction restrictions and
      fiduciary responsibility requirements of Sections 406 and 407 of ERISA and
      Section 4975 of the Code and understands that each of the parties to which
      this
      certification is made is relying and will continue to rely on the statements
      made in this paragraph.

     

    Very
      truly yours,

     

    
      	                          
              	
              By:

            	
              _____________________________

            


    

    
      	 	
              Name:

            	
              _____________________________

            


    

    
      	 	
              Title:

            	
              _____________________________

            


    

    


     


    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P

     

    FORM
      OF
      TRANSFEREE CERTIFICATE

     

    Wilmington
      Trust Company, as Owner Trustee

    [_______________]

     

    Deutsche
      Bank National Trust Company

    1761
      E.
      St. Andrew Place

    Santa
      Ana, CA 92705

     

    
      	          
              	
              Re:

            	
              Proposed
                Transfer of Trust Non-Offered Notes, Class [____],
American Home
                Mortgage Investment Trust 2006-1 (the “Non-Offered
                Notes”)

            


    

     

     

    Gentlemen:

     

    This
      certification is being made by    
      (the
“Transferee”) in connection with the proposed Transfer by    
      (the “Transferor”) of a non-offered note (the “Non-Offered Note”) representing
      __% fractional undivided interest in American Home Mortgage Investment Trust
      2006-1 (the “Trust”), issued pursuant to an Indenture, dated as of March 29,
      2006 (the “Indenture”), among American Home Mortgage Investment Trust 2006-1,
      (the “Issuing Entity”), Deutsche Bank National Trust Company, as Indenture
      Trustee (the “Indenture Trustee”), and Wells Fargo Bank, N.A., as Securities
      Administrator (the “Securities Administrator”). Initially capitalized terms used
      but not defined herein have the meanings assigned to them in Appendix A to
      the
      Indenture. The Transferor hereby certifies, represents and warrants to, and
      covenants with, the Company, the Owner Trustee and the Note Registrar
      that:

     

    The
      Transferee is a REIT or a Qualified REIT Subsidiary within the meaning of
      Section 856(a) or Section 856(i) of the Code, respectively.

     

    
      


      
        	Date:
                __________________________	 	 
	 	________________________________
	 	Name
                of Transferee
	 	________________________________
	 	Signature
	 	________________________________
	 	Name
	 	________________________________
	 	Title
	 
 	 
 	 
 


      

      



    

    

      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      




    EXHIBIT
      Q

     

    FORM
      OF
      LENDER TRANSFEROR CERTIFICATE

     

    Wilmington
      Trust Company, as Owner Trustee

    [________________]

     

    Deutsche
      Bank National Trust Company,

    as
      Indenture Trustee

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705

     

    
      	               
              	
              Re:

            	
              Proposed
                Transfer of Non-Offered Notes, Class [____],
American Home Mortgage
                Investment Trust 2006-1 (the “Non-Offered
                Notes”)

            


    

     

     

    Gentlemen:

     

    This
      certification is being made by ___________ (the “Transferor”) in connection with
      the proposed pledge or transfer to __________ of Certificates representing
      __%
      fractional undivided interest in American Home Mortgage Investment Trust 2006-1,
      issued pursuant to an Indenture, dated as of March 29, 2006 (the “Indenture”),
      among American Home Mortgage Investment Trust 2006-1, (the “Issuing Entity”),
      Deutsche Bank National Trust Company, as Indenture Trustee (the “Indenture
      Trustee”), and Wells Fargo Bank, N.A., as Securities Administrator (the
“Securities Administrator”). Initially capitalized terms used but not defined
      herein have the meanings assigned to them in Appendix A to the Indenture. The
      Transferor hereby certifies, represents and warrants to, and covenants with,
      the
      Owner Trustee, the Indenture Trustee and the Note Registrar that:

     

    (a)
      The
      Non-Offered Notes are being pledged by the Transferor to secure indebtedness
      of
      [___________] or is the subject of a loan agreement or repurchase agreement
      treated as secured indebtedness of [___________] for federal income tax purposes
      as permitted under the Indenture; 

     

    (b)
      The
      Non-Offered Notes are being transferred by the related lender under a loan
      agreement or repurchase agreement upon a default under any such indebtedness
      as
      permitted under the Indenture; or

     

    (c) Either:

     

    (i)
      The
      Transfer will not result in a TMP Trigger Event, as evidenced by an opinion
      of
      nationally recognized tax counsel addressed and provided to the Note Registrar,
      the Securities Administrator, the Owner Trustee and the Indenture Trustee (at
      the expense of the proposed transferor or transferee); or 

     

    (ii)
      The
      Transfer will result in a TMP Trigger Event, as evidenced by an opinion of
      nationally recognized tax counsel addressed and provided to the Note Registrar,
      the Securities Administrator, the Owner Trustee and the Indenture Trustee (at
      the expense of the proposed transferor or transferee), and 

     


    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 	
              (1)
                American Home Mortgage Investment Corp. shall have purchased all
                the REO
                properties in the Trust Estate at their fair market value,
                

            


    

     

    
      	 	 	
              (2)
                the party who caused the TMP Trigger Event shall have contributed
                to the
                Trust Estate an amount equal to any allocation of Realized Losses
                on the
                Offered Notes, if any, resulting from the sale of the REO properties
                described in clause (i) above, and

            


    

     

    
      	 	 	
              (3)
                the entity that delivered notice causing the REMIC Conversion to
                be
                undertaken shall have made provision for payment satisfactory to
                the Owner
                Trustee, the Indenture Trustee, the Securities Administrator, the
                Paying
                Agent and the Note Registrar and others for any initial or ongoing
                additional administrative expenses associated with the REMIC
                elections.

            


    

     

    
      
        


        
          	Date:
                  	 	 
	 	________________________________
	 	Name
                  of Transferor
	 	________________________________
	 	Signature
	 	________________________________
	 	Name
	 	________________________________
	 	Title
	 
 	 
 	 
 


        

        
 

      

    

    


    
      
        
        

      

      
        Q-2

        
          

        

      

      
        
        

      

    





    APPENDIX
      A

    DEFINITIONS

     

    Accepted
      Master Servicing Practices:
      With
      respect to any Mortgage Loan, those customary mortgage master servicing
      practices of prudent mortgage servicing institutions that master service
      mortgage loans of the same type and quality as such Mortgage Loan in the
      jurisdiction where the related Mortgaged Property is located, to the extent
      applicable to the Indenture Trustee or the Master Servicer (except in its
      capacity as successor to the Servicer).

     

    Accrual
      Period:
      With
      respect to any Payment Date and the Notes, other than the Class II-A Notes
      and
      Class II-M-1 Notes, the period from the preceding Payment Date (or in the case
      of the first Payment Date, from the Closing Date) to and including the day
      preceding such Payment Date. With respect to any Payment Date and the Class
      II-A
      Notes and Class II-M-1 Notes, the prior calendar month. Accrued Note Interest
      for the Notes, other than the Class II-A Notes and Class II-M-1 Notes, shall
      be
      calculated on the basis of the actual number of days in the Accrual Period
      and a
      360-day year. Accrued Note Interest on the Class II-A Notes and Class II-M-1
      Notes shall be calculated on the basis of a 360-day year consisting of twelve
      30-day months.

     

    Accrued
      Note Interest:
      With
      respect to any Payment Date and each Class of Notes, interest accrued during
      the
      related Accrual Period at the then-applicable Note Interest Rate on the related
      Note Principal Balance thereof immediately prior to such Payment Date, plus
      any
      Accrued Note Interest remaining unpaid from any prior Payment Date with interest
      thereon at the related Note Interest Rate.

     

    Additional
      Form 10-D Disclosure:
      Has the
      meaning set forth in Section 4.06 of the Master Servicing
      Agreement.

     

    Additional
      Form 10-K Disclosure:
      Has the
      meaning set forth in Section 4.06 of the Master Servicing
      Agreement.

     

    Additional
      Negative Amortization Principal Amount:
      For any
      Payment Date, the excess, if any, of (x) the Negative Amortization Amount over
      (y) the Principal Remittance Amount for the Group I Loans (without regard to
      the
      last sentence of the definition thereof).

     

    Adjustment
      Fraction:
      For any
      Payment Date with respect to the Class
      I-A
      Notes and Class I-M Notes,
      a
      fraction, (x) the numerator of which is the aggregate Stated Principal Balance
      of the Group I Loans at the beginning of the related Due Period, and (y) the
      denominator of which is the aggregate Note Principal Balance of the Class I-A
      Notes and Class I-M Notes immediately prior to that Payment Date.

     

    Adjustment
      Date:
      As to
      each Mortgage Loan, each date set forth in the related Mortgage Note on which
      an
      adjustment to the interest rate on such Mortgage Loan becomes
      effective.

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Allocable
      Share:
      As to
      any Payment Date, the Subordinate Optimal Principal Amount and any Class of
      Group II Subordinate Notes, the portion of the Subordinate Optimal Principal
      Amount allocable to such Class, equal to the product of the Subordinate Optimal
      Principal Amount on such Payment Date and a fraction, the numerator of which
      is
      the related Note Principal Balance thereof and the denominator of which is
      the
      aggregate of the Note Principal Balances of the Group II Subordinate Notes;
      provided, that except as described in the succeeding sentence, no class of
      Group
      II Subordinate Notes (other than the class of Class II-M Notes
      outstanding with the lowest numerical designation, or the Class II-B Notes,
      if
      the aggregate Note Principal Balance of the Class II-M Notes has been reduced
      to
      zero) shall be entitled on any Payment Date to receive distributions pursuant
      to
      clauses (2), (3) and (5) of the definition of Subordinate Optimal Principal
      Amount unless the Class Prepayment Distribution Trigger for the related Class
      is
      satisfied for such Payment Date. If on any Payment Date the Note Principal
      Balance of any Class of Group II Subordinate Notes for which the related Class
      Prepayment Distribution Trigger was satisfied on such Payment Date is reduced
      to
      zero, any amounts distributable to such Class pursuant to clauses (2), (3)
      and
      (5) of the definition of Subordinate Optimal Principal Amount, to the extent
      of
      such Class’s remaining Allocable Share, shall be distributed to the remaining
      Classes of Group II Subordinate Notes in reduction of their respective Note
      Principal Balances, sequentially, first, to the Class II-M Notes in the order
      of
      their numerical Class designations, and then to the Class II-B
      Notes.

     

    Allocated
      Realized Loss Amount:
      With
      respect to any class of the Class I-A-2, Class I-A-3, Class I-M, Class II-A-2,
      Class II-A-4, Class II-M and Class II-B Notes and any Payment Date, an amount
      equal to the sum of any Realized Losses allocated to that Class of Notes on
      that
      Payment Date and any Allocated Realized Loss Amount for that Class remaining
      unpaid from the previous Payment Dates, in each case, with interest thereon
      at
      the applicable Note Interest Rate for such Payment Date for such Class for
      the
      related Accrual Period.

     

    Appraised
      Value:
      The
      appraised value of a Mortgaged Property based upon the appraisal made by or
      for
      the Sponsor, in compliance with the Sponsor’s underwriting criteria, of such
      Mortgaged Property at such time of origination. With respect to a Mortgage
      Loan,
      the proceeds of which were used to refinance an existing Mortgage Loan, the
      appraised value of the Mortgaged Property based upon the appraisal obtained
      at
      the time of refinancing.

     

    ARM
      Loans:
      At any
      time, collectively, all the Mortgage Loans which have adjustable Mortgage
      Rates.

     

    Assignment
      of Mortgage:
      An
      assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction wherein
      the related Mortgaged Property is located to reflect of record the sale of
      the
      Mortgage, which assignment, notice of transfer or equivalent instrument may
      be
      in the form of one or more blanket assignments covering Mortgages secured by
      Mortgaged Properties located in the same county, if permitted by
      law.

     

    Authorized
      Newspaper:
      A
      newspaper of general circulation in the Borough of Manhattan, The City of New
      York, printed in the English language and customarily published on each Business
      Day, whether or not published on Saturdays, Sundays or holidays.

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    Authorized
      Officer:
      With
      respect to the Issuing Entity, any officer of the Owner Trustee who is
      authorized to act for the Owner Trustee in matters relating to the Issuing
      Entity 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).

     

    Available
      Funds:
      The
      Group I Available Funds, Group II-C Available Funds or Group II-NC Available
      Funds, as applicable.

     

    Available
      Funds Rate:
      Any
      of
      the Group I Available Funds Rate, the Group II-C Available Funds Rate, the
      Group
      II-NC Available Funds Rate and the Group II Subordinate Available Funds
      Rate.

     

    Bankruptcy
      Code:
      The
      Bankruptcy Code of 1978, as amended.

     

    Basic
      Documents:
      The
      Trust Agreement, the Certificate of Trust, the Indenture, the Notes, the Trust
      Certificates, the Master Servicing Agreement, the Servicing Agreement, the
      Mortgage Loan Purchase Agreement, the Cap Contracts, the Corridor Contract
      and
      the other documents and certificates delivered in connection with any of the
      above.

     

    Basic
      Principal Distribution Amount:
      With
      respect to any Payment Date and Loan Group I, the lesser of (a) the excess
      of
      (i) the related Available Funds for such Payment Date over (ii) the aggregate
      amount of Accrued Note Interest for the Class I-A Notes and Class I-M Notes
      for
      such Payment Date and (b) the related Principal Remittance Amount for the Group
      I Loans for such Payment Date. 

     

    Basis
      Risk Shortfall:
      With
      respect to any Class of LIBOR Notes, on each Payment Date where clause (iii)
      of
      the definition of “Note Interest Rate” is less than clauses (i) or (ii) of the
      definition of “Note Interest Rate,” the excess, if any, of (x) the aggregate
      Accrued Note Interest thereon for such Payment Date calculated pursuant to
      the
      lesser of clause (i) or (ii) of the definition of Note Interest Rate over (y)
      Accrued Note Interest thereon for such Payment Date calculated at the related
      Available Funds Rate.

     

    Basis
      Risk Shortfall Carry-Forward Amount:
      With
      respect to each Class of Group I Notes and any Payment Date, as determined
      separately for each such Class of Notes, an amount equal to the aggregate amount
      of Basis Risk Shortfall for such Notes on such Payment Date, plus any unpaid
      Basis Risk Shortfall for such Class of Notes from prior Payment Dates, plus
      interest thereon at the related Note Interest Rate for such Payment Date, to
      the
      extent previously unreimbursed by the related Net Monthly Excess Cashflow or
      the
      related Cap Contract.

     

    Beneficial
      Owner:
      With
      respect to any Book-Entry Note, the Person who is the beneficial owner of such
      Note as reflected on the books of the Depository or on the books of a Person
      maintaining an account with such Depository (directly as a Depository
      Participant or indirectly through a Depository Participant, in accordance with
      the rules of such Depository).

     

    Book-Entry
      Notes:
      Beneficial interests in the Offered Notes, ownership and transfers of which
      shall be made through book entries by the Depository as described in Section
      4.06 of the Indenture.

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday or (ii) a day on which banking
      institutions in the States of Maryland, Minnesota, New York, Delaware or
      Maryland or in the city in which a Corporate Trust Office is located, is
      required or authorized by law to be closed.

     

    Calendar
      Quarter:
      A
      calendar quarter shall consist of one of the following time periods in any
      given
      year: January 1 through March 31, April 1 through June 30, July 1 though
      September 30, and October 1 through December 31.

     

    Cap
      Contracts: The
      six
      interest rate Cap Contracts, each between the Owner Trustee (or assigned to
      the
      Owner Trustee) on behalf of the trust and the Cap Counterparty primarily for
      the
      benefit of the Class I-1A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2
      and Class I-M-3 Notes, respectively.

     

    Cap
      Counterparty:
      Barclays Bank PLC.

     

    Cap
      Counterparty Termination Event:
      As
      provided in the related Cap Contract, any default with respect to the Cap
      Counterparty with respect to the related Cap Contract where the related Cap
      Counterparty is terminated and is not replaced by a new cap counterparty or
      the
      related Cap Counterparty is unable to make payments.

     

    Cash
      Liquidation:
      As to
      any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO
      Acquisition occurred, a determination by the Servicer evidenced in a certificate
      of a Servicing Officer that it has received all Insurance Proceeds, Liquidation
      Proceeds and other payments or cash recoveries which the Servicer reasonably
      and
      in good faith expects to be finally recoverable with respect to such Mortgage
      Loan.

     

    Certificate
      Distribution Account:
      The
      account or accounts created and maintained pursuant to Section 3.10(c) of the
      Trust Agreement. The Certificate Distribution Account shall be an Eligible
      Account.

     

    Certificate
      of Trust:
      The
      Certificate of Trust filed for the Trust pursuant to Section 3810(a) of the
      Statutory Trust Statute.

     

    Certificate
      Paying Agent:
      Initially, Deutsche Bank National Trust Company, in its capacity as Certificate
      Paying Agent, or any successor to Deutsche Bank National Trust Company in such
      capacity.

     

    Certificate
      Percentage Interest:
      With
      respect to each Certificate, the Certificate Percentage Interest stated on
      the
      face thereof.

     

    Certificate
      Register:
      The
      register maintained by the Certificate Registrar in which the Certificate
      Registrar shall provide for the registration of Certificates and of transfers
      and exchanges of Certificates.

     

    Certificate
      Registrar:
      Initially, Deutsche Bank National Trust Company, in its capacity as Certificate
      Registrar, or any successor to Deutsche Bank National Trust Company in such
      capacity.

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    Certificates
      or Trust Certificates:
      The
      American Home Mortgage Investment Trust 2006-1 Trust Certificates, Series
      2006-1, evidencing the beneficial ownership interest in the Issuing Entity
      and
      executed by the Owner Trustee in substantially the form set forth in Exhibit
      A
      to the Trust Agreement.

     

    Certificateholder
      or Holder:
      The
      Person in whose name a Certificate is registered in the Certificate Register.
      Owners of Certificates that have been pledged in good faith may be regarded
      as
      Holders if the pledgee establishes to the satisfaction of the Certificate
      Registrar or the Owner Trustee, as the case may be, the pledgee’s right so to
      act with respect to such Certificates and that the pledgee is not the Issuing
      Entity, any other obligor upon the Certificates or any Affiliate of any of
      the
      foregoing Persons.

     

    Class:
      Any of
      the Class A, Class M or Class B Notes.

     

    Class
      A Notes:
      The
      Class I-A Notes and Class II-A Notes, in the form attached as Exhibit A-1 to
      the
      Indenture.

     

    Class
      B Notes:
      The
      Class B Notes in the form attached as Exhibit A-3 to the Indenture.

     

    Class
      I-A Notes:
      The
      Class I-1A-1, Class I-2A-1, Class I-A-2 and Class I-A-3 Notes.

     

    Class
      I-A Principal Distribution Amount:
      For any
      applicable Payment Date on or after the related Stepdown Date as long as a
      related Trigger Event has not occurred with respect to such Payment Date, an
      amount equal to the lesser of (A) the related aggregate Principal Distribution
      Amount for such Payment Date and (B) the excess (if any) of (x) the aggregate
      Note Principal Balance of the Class I-A Notes immediately prior to such Payment
      Date over (y) the lesser of (a) the aggregate Stated Principal Balance of the
      Group I Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period, and after reduction for Realized Losses
      incurred during the related Prepayment Period) multiplied by (i) prior to the
      Payment Date in March 2012 83.750% and (ii) on or after the Payment Date in
      March 2012 87.000% and (b) the amount, if any, by which (i) the aggregate Stated
      Principal Balance of the Group I Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the related Prepayment
      Period) exceeds (ii) 0.50% of the Group I Cut-off Date Balance and any related
      Additional Negative Amortization Principal Amount.

     

    Class
      I-M Notes:
      The
      Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5 and Class I-M-6
      Notes.

     

    Class
      I-M-1 Principal Distribution Amount:
      For any
      applicable Payment Date on or after the related Stepdown Date as long as a
      related Trigger Event has not occurred with respect to such Payment Date, an
      amount equal to the excess (if any) of (x) the sum of (i) the aggregate Note
      Principal Balance of the Class I-A Notes (after taking into account the
      distribution of the Class I-A Principal Distribution Amount on such Payment
      Date) and (ii) the Note Principal Balance of the Class I-M-1 Notes immediately
      prior to such Payment Date over (y) the lesser of (a) the aggregate Stated
      Principal Balance of the Group I Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the related Prepayment
      Period) multiplied by (i) prior to the Payment Date in March 2012 86.500% and
      (ii) on or after the Payment Date in March 2012 89.200% and (b) the amount,
      if
      any, by which (i) the aggregate Stated Principal Balance of the Group I Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period, and after reduction for Realized Losses incurred
      during the related Prepayment Period) exceeds (ii) 0.50% of the Group I Cut-off
      Date Balance and any related Additional Negative Amortization Principal
      Amount.

     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    Class
      I-M-2 Principal Distribution Amount:
      For any
      applicable Payment Date on or after the related Stepdown Date as long as a
      related Trigger Event has not occurred with respect to such Payment Date, an
      amount equal to the excess (if any) of (x) the sum of (i) the aggregate Note
      Principal Balance of the Class I-A Notes and Class I-M-1 Notes (after taking
      into account the distribution of the Class I-A Principal Distribution Amount
      and
      Class I-M-1 Principal Distribution Amount on such Payment Date) and (ii) the
      Note Principal Balance of the Class I-M-2 Notes immediately prior to such
      Payment Date over (y) the lesser of (a) the aggregate Stated Principal Balance
      of the Group I Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period, and after reduction for Realized
      Losses incurred during the related Prepayment Period) multiplied by (i) prior
      to
      the Payment Date in March 2012 90.625% and (ii) on or after the Payment Date
      in
      March 2012 92.500% and (b) the amount, if any, by which (i) the aggregate Stated
      Principal Balance of the Group I Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the related Prepayment
      Period) exceeds (ii) 0.50% of the Group I Cut-off Date Balance and any related
      Additional Negative Amortization Principal Amount.

     

    Class
      I-M-3 Principal Distribution Amount:
      For any
      applicable Payment Date on or after the related Stepdown Date as long as a
      related Trigger Event has not occurred with respect to such Payment Date, an
      amount equal to the excess (if any) of (x) the sum of (i) the aggregate Note
      Principal Balance of the Class I-A, Class I-M-1 and Class I-M-2 Notes (after
      taking into account the distribution of Class I-A, Class I-M-1 and Class I-M-2
      Principal Distribution Amounts on such Payment Date) and (ii) the Note Principal
      Balance of the Class I-M-3 Notes immediately prior to such Payment Date over
      (y)
      the lesser of (a) the aggregate Stated Principal Balance of the Group I Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period, and after reduction for Realized Losses incurred
      during the related Prepayment Period) multiplied by (i) prior to the Payment
      Date in March 2012 93.375% and (ii) on or after the Payment Date in March 2012
      94.700% and (b) the amount, if any, by which (i) the aggregate Stated Principal
      Balance of the Group I Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period, and after reduction
      for
      Realized Losses incurred during the related Prepayment Period) exceeds (ii)
      0.50% of the Group I Cut-off Date Balance and any related Additional Negative
      Amortization Principal Amount.

     


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    Class
      I-M-4 Principal Distribution Amount:
      For any
      applicable Payment Date on or after the related Stepdown Date as long as a
      related Trigger Event has not occurred with respect to such Payment Date, an
      amount equal to the excess (if any) of (x) the sum of (i) the aggregate Note
      Principal Balance of the Class I-A, Class I-M-1, Class I-M-2 and Class I-M-3
      Notes (after taking into account the distribution of the Class I-A, Class I-M-1,
      Class I-M-2 and Class I-M-3 Principal Distribution Amounts on such Payment
      Date)
      and (ii) the Note Principal Balance of the Class I-M-4 Notes immediately prior
      to such Payment Date over (y) the lesser of (a) the aggregate Stated Principal
      Balance of the Group I Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period, and after reduction
      for
      Realized Losses incurred during the related Prepayment Period) multiplied by
      (i)
      prior to the Payment Date in March 2012 96.750% and (ii) on or after the Payment
      Date in March 2012 97.400% and (b) the amount, if any, by which (i) the
      aggregate Stated Principal Balance of the Group I Loans as of the last day
      of
      the related Due Period (after giving effect to scheduled payments of principal
      due during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the related
      Prepayment Period) exceeds (ii) 0.50% of the Group I Cut-off Date Balance and
      any related Additional Negative Amortization Principal Amount.

     

    Class
      I-M-5 Principal Distribution Amount:
      For any
      applicable Payment Date on or after the related Stepdown Date as long as a
      related Trigger Event has not occurred with respect to such Payment Date, an
      amount equal to the excess (if any) of (x) the sum of (i) the aggregate Note
      Principal Balance of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3 and
      Class I-M-4 Notes (after taking into account the distribution of the Class
      I-A,
      Class I-M-1, Class I-M-2, Class I-M-3 and Class I-M-4 Principal Distribution
      Amounts on such Payment Date) and (ii) the Note Principal Balance of the Class
      I-M-5 Notes immediately prior to such Payment Date over (y) the lesser of (a)
      the aggregate Stated Principal Balance of the Group I Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the related
      Prepayment Period) multiplied by (i) prior to the Payment Date in March 2012
      98.125% and (ii) on or after the Payment Date in March 2012 98.500% and (b)
      the
      amount, if any, by which (i) the aggregate Stated Principal Balance of the
      Group
      I Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period, and after reduction for Realized Losses incurred
      during the related Prepayment Period) exceeds (ii) 0.50% of the Group I Cut-off
      Date Balance and any related Additional Negative Amortization Principal
      Amount.

     


    
      
         

      

      
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    Class
      I-M-6 Principal Distribution Amount:
      For any
      applicable Payment Date on or after the related Stepdown Date as long as a
      related Trigger Event has not occurred with respect to such Payment Date, an
      amount equal to the excess (if any) of (x) the sum of (i) the aggregate Note
      Principal Balance of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3,
      Class
      I-M-4 Notes and Class I-M-5 Notes (after taking into account the distribution
      of
      the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4 and Class
      I-M-5 Principal Distribution Amounts on such Payment Date) and (ii) the Note
      Principal Balance of the Class I-M-6 Notes immediately prior to such Payment
      Date over (y) the lesser of (a) the aggregate Stated Principal Balance of the
      Group I Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period, and after reduction for Realized Losses
      incurred during the related Prepayment Period) multiplied by (i) prior to the
      Payment Date in March 2012 98.750% and (ii) on or after the Payment Date in
      March 2012 99.000% and (b) the amount, if any, by which (i) the aggregate Stated
      Principal Balance of the Group I Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the related Prepayment
      Period) exceeds (ii) 0.50% of the Group I Cut-off Date Balance and any related
      Additional Negative Amortization Principal Amount.

     

    Class
      II-A Notes:
      The
      Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Notes.

     

    Class
      II-B Notes:
      The
      Class II-B Notes, in the form attached as Exhibit A-3 to the Indenture.


     

    Class
      II-M Notes:
      The
      Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5
      Notes.

     

    Class
      M Notes:
      The
      Class I-M Notes and Class II-M Notes, in the form attached as Exhibit A-2 to
      the
      Indenture.

     

    Class
      Prepayment Distribution Trigger:
      For a
      Class of Group II Subordinate Notes and for any Payment Date, a fraction
      (expressed as a percentage), the numerator of which is the aggregate Note
      Principal Balance of such Class and each Class of Group II Subordinate Notes
      subordinate thereto, if any, and the denominator of which is the Scheduled
      Principal Balance of all of the Group II Loans as of the related Due
      Date, equals or exceeds such percentage calculated as of the Closing
      Date.

     

    Clearing
      Agency:
      An
      organization registered as a “clearing agency” pursuant to Section 17A of the
      Securities and Exchange Act of 1934, as amended, which initially shall be the
      Depository.

     

    Closing
      Date:
      March
      29, 2006.

     

    Code:
      The
      Internal Revenue Code of 1986, as amended, and the rules and regulations
      promulgated thereunder.

     


    
      
         

      

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

     

    Commission:
      The
      Securities and Exchange Commission.

     

    Compensating
      Interest:
      With
      respect to any Payment Date as determined separately for each Loan Group, the
      amount of any Prepayment Interest Shortfalls resulting from prepayments in
      full
      or in part during the preceding calendar month on the related Mortgage Loans
      required to be paid by the Servicer pursuant to Servicing Agreement and, in
      case
      the Servicer fails to do so, by the Master Servicer, pursuant to Section 4.05
      of
      the Master Servicer Agreement, but only to the extent such Prepayment Interest
      Shortfalls do not exceed the Servicing Fee for such Payment Date for such Loan
      Group or amounts paid or required to be paid by the Servicer or, in the case
      of
      the Master Servicer is required to make such payment, do not exceed the Master
      Servicer Compensation for such Payment Date. 

     

    Corporate
      Trust Office:
      With
      respect to the Indenture Trustee, the principal corporate trust office of the
      Indenture Trustee at which at any particular time its corporate trust business
      shall be administered, which office at the date of the execution of this
      instrument is located at 1791 East St. Andrew Place, Santa Ana, California
      92705, Attention: Trust Administration - AH0601. The Indenture Trustee shall
      notify all Noteholders of any change in the location of the Corporate Trust
      Office. With respect to the Owner Trustee, the principal corporate trust office
      of the Owner Trustee at which at any particular time its corporate trust
      business shall be administered, which office at the date of the execution of
      this Trust Agreement is located at Wilmington Trust Company, Rodney Square
      North, 1100 North Market Street, Wilmington, Delaware 19801, Attention: American
      Home Mortgage Investment Trust 2006-1.

     

    Corridor
      Contract:
      The
      interest rate corridor contract between the Owner Trustee (or assigned to the
      Owner Trustee) on behalf of the Trust and the Corridor Provider primarily for
      the benefit of the Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5
      Notes.

     

    Corridor
      Provider:
      Coöperatieve
      Centrale Raiffeisen-Boerenleenbank B.A.

     

    CPR:
      A
      constant rate of prepayment on the Mortgage Loans.

     

    Credit
      Enhancement Percentage:
      With
      respect to the Class I-A Notes and any Payment Date, the percentage equivalent
      of a fraction, the numerator of which is (a) the sum of the aggregate Note
      Principal Balance of the Class I-M Notes and the related Overcollateralized
      Amount and the denominator of which is (b) the aggregate Stated Principal
      Balance of the related Mortgage Loans at the end of the related Due Period.
      With
      respect to the Class II-A Notes and any Payment Date, the percentage equivalent
      of a fraction, the numerator of which is (a) the sum of the aggregate Note
      Principal Balance of the Class II-M Notes and Class II-B Notes and the
      denominator of which is (b) the aggregate Stated Principal Balance of the
      related Mortgage Loans at the end of the related Due Period.

     

    Cross-Over
      Date:
      The
      Payment Date on which the aggregate Note Principal Balance of the Class II-M
      Notes and Class II-B Notes has been reduced to zero.

     


    
      
         

      

      
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    Cumulative
      Losses:
      As to
      any Payment Date and the Mortgage Loans, the cumulative aggregate amount of
      Realized Losses on the Mortgage Loans from the Cut-off Date through the end
      of
      the calendar month immediately preceding such Payment Date.

     

    Cut-off
      Date:
      March
      1, 2006.

     

    Cut-off
      Date Balance:
      The
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    Cut-off
      Date Principal Balance:
      With
      respect to any Mortgage Loan, the unpaid principal balance thereof as of the
      Cut-off Date after applying the principal portion of Monthly Payments due on
      or
      before such date, whether or not received, and without regard to any payments
      due after such date. 

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
      for
      such Mortgage Loan by a court of competent jurisdiction in a proceeding under
      the Bankruptcy Code, except such a reduction constituting a Deficient Valuation
      or any reduction that results in a permanent forgiveness of
      principal.

     

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

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
      of the Mortgaged Property in an amount less than the then outstanding
      indebtedness under the Mortgage Loan, or any reduction in the amount of
      principal to be paid in connection with any scheduled Monthly Payment that
      constitutes a permanent forgiveness of principal, which valuation or reduction
      results from a proceeding under the Bankruptcy Code.

     

    Definitive
      Notes:
      The
      meaning specified in Section 4.08 of the Indenture.

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan replaced or to be replaced with an Eligible Substitute Mortgage
      Loan.

     

    Delinquency
      Rate:
      For any
      month, the fraction, expressed as a percentage, the numerator of which is the
      aggregate outstanding principal balance of all Mortgage Loans 60 or more days
      delinquent (including all foreclosures, Mortgage Loans subject to bankruptcy
      proceedings and REO Properties) as
      of the
      close of business on the last day of such month,
      as
      reported by the Servicer to the Securities Administrator, and the denominator
      of
      which is the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      close of business on the last day of such month.

     

    Depositor:
      American Home Mortgage Securities LLC, a Delaware limited liability company,
      or
      its successor in interest.

     

    Depository
      or Depository Agency:
      The
      Depository Trust Company or a successor appointed by the Indenture Trustee.
      Any
      successor to the Depository shall be an organization registered as a “clearing
      agency” pursuant to Section 17A of the Exchange Act and the regulations of the
      Securities and Exchange Commission thereunder.

     


    
      
         

      

      
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    Depository
      Agreement:
      With
      respect to the Class of Book-Entry Notes, the agreement among the Issuing
      Entity, the Indenture Trustee and the initial Depository, dated as of the
      Closing Date.

     

    Depository
      Participant:
      A
      Person for whom, from time to time, the Depository effects book-entry transfers
      and pledges of securities deposited with the Depository.

     

    Derivative
      Contract:
      Each of
      the Cap Contracts or the Corridor Contract, as applicable.

     

    Determination
      Date:
      With
      respect to any Payment Date, the 15th of the related month, or if the 15th
      day
      of such month is not a Business Day, the immediately preceding Business Day.
      

     

    Due
      Date:
      With
      respect to each Mortgage Loan, the date in each month on which its Monthly
      Payment is due, exclusive of any days of grace.

     

    Due
      Period:
      With
      respect to any Payment Date and the Mortgage Loans, the period commencing on
      the
      second day of the month immediately preceding the month in which such Payment
      Date occurs and ending on the first day of the month in which such Payment
      Date
      occurs. 

     

    Eligible
      Account:
      An
      account that is any of the following: (i) a segregated account maintained with
      a
      federal or state chartered depository institution (A) the short-term obligations
      of which are rated F-1 by Fitch, A-1+ or better by Standard & Poor’s and P-1
      by Moody’s at the time of any deposit therein or (B) fully insured to the limits
      established by the FDIC, provided
      that any
      deposits not so insured shall, to the extent acceptable to the Rating Agencies,
      as evidenced in writing, be maintained such that (as evidenced by an Opinion
      of
      Counsel delivered to the Indenture Trustee and the Rating Agencies) the
      Indenture Trustee has a claim with respect to the funds in such account or
      a
      perfected first security interest against any collateral (which shall be limited
      to Eligible Investments) securing such funds that is superior to claims of
      any
      other depositors or creditors of the depository institution with which such
      account is maintained, (ii) a segregated trust account or accounts maintained
      with a federal or state chartered depository institution or trust company
      subject to regulations regarding fiduciary funds on deposit similar to Title
      12
      of the Code of Federal Regulations Section 9.10(b), which, in either case,
      has
      corporate trust powers, acting in its fiduciary capacity, or (iii) in the case
      of the Servicing Account, either (A) a trust account or accounts maintained
      at
      the corporate trust department of the Indenture Trustee or the Securities
      Administrator or (B) an account or accounts maintained at the corporate trust
      department of the Master Servicer (or an affiliate thereof), as long as its
      short term debt obligations are rated F-1 by Fitch, P-1 by Moody’s and A-1 by
      Standard & Poor’s or better and their long term debt obligations are rated A
      by Fitch, A2 by Moody’s and A by Standard & Poor’s or better, or (iv) an
      account or accounts of a depository institution acceptable to the Rating
      Agencies as evidenced in writing by the Rating Agencies that use of any such
      account as the Protected Account or the Payment Account will not reduce the
      rating assigned to any of the Securities by such Rating Agency below investment
      grade.

     

    Eligible
      Investments:
      One or
      more of the following:

     


    
      
         

      

      
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    (i) obligations
      of or guaranteed as to principal and interest by the United States or any agency
      or instrumentality thereof when such obligations are backed by the full faith
      and credit of the United States;

     

    (ii) repurchase
      agreements on obligations specified in clause (i) maturing not more than one
      month from the date of acquisition thereof, provided that the unsecured
      obligations of the party agreeing to repurchase such obligations are at the
      time
      rated by the Rating Agencies in their respective highest short-term rating
      available;

     

    (iii) federal
      funds, certificates of deposit, demand deposits, time deposits and bankers’
acceptances (which shall each have an original maturity of not more than 90
      days
      and, in the case of bankers’ acceptances, shall in no event have an original
      maturity of more than 365 days or a remaining maturity of more than 30 days)
      denominated in United States dollars of any U.S. depository institution or
      trust
      company incorporated under the laws of the United States or any state thereof
      or
      of any domestic branch of a foreign depository institution or trust company;
      provided that the debt obligations of such depository institution or trust
      company (or, if the only Rating Agency is Standard & Poor’s, in the case of
      the principal depository institution in a depository institution holding
      company, debt obligations of the depository institution holding company) at
      the
      date of acquisition thereof have been rated by the Rating Agencies in their
      respective highest short-term rating available; and provided further that,
      if
      the only Rating Agency is Standard & Poor’s and if the depository or trust
      company is a principal subsidiary of a bank holding company and the debt
      obligations of such subsidiary are not separately rated, the applicable rating
      shall be that of the bank holding company; and, provided further that, if the
      original maturity of such short-term obligations of a domestic branch of a
      foreign depository institution or trust company shall exceed 30 days, the
      short-term rating of such institution shall be A-1+ in the case of Standard
      & Poor’s if Standard & Poor’s is the Rating Agency;

     

    (iv) commercial
      paper (having original maturities of not more than 365 days) of any corporation
      incorporated under the laws of the United States or any state thereof which
      on
      the date of acquisition has been rated by Moody’s, Standard & Poor’s and
      Fitch in their highest short-term ratings available; provided that such
      commercial paper shall have a remaining maturity of not more than 30
      days;

     

    (v) a
      money
      market fund or a qualified investment fund rated by Moody’s and Fitch in its
      highest long-term ratings available, if so rated, and rated AAAm or AAAm-G
      by
      Standard & Poor’s, including any such funds for which Deutsche Bank National
      Trust Company (or any successor Indenture Trustee) or the Securities
      Administrator or any affiliate thereof serves as an investment advisor, manager,
      administrator, shareholder, servicing agent, and/or custodian or sub-custodian;
      and

     

    (vi) other
      obligations or securities that are acceptable to each Rating Agency as a
      Permitted Investment hereunder and will not reduce the rating assigned to any
      Class of Notes by such Rating Agency below the lower of the then-current rating
      or the rating assigned to such Notes as of the Closing Date by such Rating
      Agency, as evidenced in writing; and

     


    
      
         

      

      
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    (vii) any
      investment approved in writing by each of the Rating Agencies.

     

    Each
      of
      the Indenture Trustee and the Securities Administrator may purchase from or
      sell
      to itself or an affiliate, as principal or agent, the Eligible Investments
      listed above.

     

    provided,
      however,
      that no
      instrument shall be an Eligible Investment if it represents, either (1) the
      right to receive only interest payments with respect to the underlying debt
      instrument or (2) the right to receive both principal and interest payments
      derived from obligations underlying such instrument and the principal and
      interest payments with respect to such instrument provide a yield to maturity
      greater than 120% of the yield to maturity at par of such underlying
      obligations.

     

    Eligible
      Substitute Mortgage Loan:
      A
      Mortgage Loan substituted by the Sponsor for a Deleted Mortgage Loan which
      must,
      on the date of such substitution, as confirmed in an Officer’s Certificate
      delivered to the Indenture Trustee, (i) have an outstanding principal balance,
      after deduction of the principal portion of the monthly payment due in the
      month
      of substitution (or in the case of a substitution of more than one Mortgage
      Loan
      for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
      such deduction), not in excess of the outstanding principal balance of the
      Deleted Mortgage Loan (the amount of any shortfall to be deposited by the
      Sponsor in the Protected Account in the month of substitution); (ii) comply
      with
      each non-statistical representation and warranty set forth in Section 3.1(b)
      of
      the Mortgage Loan Purchase Agreement as of the date of substitution; (iii)
      have
      a Mortgage Rate no lower than and not more than 1% per annum higher than the
      Mortgage Rate of the Deleted Mortgage Loan as of the date of substitution;
      (iv)
      have a Loan-to-Value Ratio at the time of substitution no higher than that
      of
      the Deleted Mortgage Loan at the time of substitution; (v) have a remaining
      term
      to stated maturity not greater than (and not more than one year less than)
      that
      of the Deleted Mortgage Loan; (vi) not be 30 days or more delinquent; (vii)
      be
      an adjustable-rate first lien Mortgage Loan, if being substituted for an ARM
      Loan; and (viii) be a fixed-rate first lien Mortgage Loan, if being substituted
      for a Fixed Rate Loan.

     

    ERISA:
      The
      Employee Retirement Income Security Act of 1974, as amended.

     

    Event
      of Default:
      Any one
      of the following: (a) the failure by the Issuing Entity to pay the full amount
      of the Accrued Note Interest on any Class of Notes (other than as a result
      of an
      Unpaid Interest Shortfall or Realized Losses), with respect to a Payment Date
      on
      such Payment Date; (b) a default by the Issuing Entity in the observance of
      certain negative covenants in the Indenture; (c) a default by the Issuing Entity
      in the observance of any other covenant of the Indenture, and the continuation
      of any such default for a period of thirty days after notice to the Issuing
      Entity by the Indenture Trustee; (d) any representation or warranty made by
      the
      Issuing Entity in the Indenture or in any Note or other writing delivered
      pursuant thereto having been incorrect in a material respect as of the time
      made, and the circumstance in respect of which such representation or warranty
      is incorrect not having been cured within thirty days after notice thereof
      is
      given to the Issuing Entity by the Indenture Trustee or by the Holders of at
      least 25% of the aggregate Note Principal Balance of the Notes, as applicable;
      (e) certain events of bankruptcy, insolvency, receivership or reorganization
      of
      the Issuing Entity; or (f) the failure by the Issuing Entity on the Final
      Scheduled Payment Date to
      pay
      all Accrued Note Interest, all remaining Basis Risk Shortfall Carry-Forward
      Amounts or Net WAC Carry-Forward Shortfall Amounts, as applicable, and to reduce
      the Note Principal Balances of all of the Notes to zero.

     


    
      
         

      

      
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    Event
      of Master Servicer Termination:
      With
      respect to the Master Servicing Agreement, a Servicing Default as defined in
      Section 6.01 of the Master Servicing Agreement.

     

    Excess
      Derivative Payment Amount:
      For any
      Payment Date, the excess of amounts payable from the Corridor Contract on that
      Payment Date over the amount of Basis Risk Shortfall Carry-Forward Amounts
      payable to the Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5 Notes
      on that Payment Date.

     

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

     

    Expenses:
      The
      meaning specified in Section 7.02 of the Trust Agreement.

     

    Fannie
      Mae:
      Fannie
      Mae (formerly, the Federal National Mortgage Association), or any successor
      thereto.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation or any successor thereto.

     

    Final
      Certification:
      The
      final certification delivered by the Custodian pursuant to Section 2.03(a)(i)
      of
      the Indenture and in the form attached as Exhibit Two thereto.

     

    Final
      Scheduled Payment Date:
      With
      respect to each Class of Group I Notes, the Payment Date in March 2046, and
      with respect to each Class of Group II Notes, the Payment Date in December
      2035.

     

    Fitch:
      Fitch,
      Inc.

     

    Fixed
      Rate Loans:
      At any
      time, collectively, all the Mortgage Loans which have fixed Mortgage
      Rates.

     

    Foreclosure
      Profit:
      With
      respect to a Liquidated Mortgage Loan the amount, if any, by which (i) the
      aggregate of its Net Liquidation Proceeds exceeds (ii) the related Stated
      Principal Balance (plus accrued and unpaid interest thereon at the applicable
      Mortgage Rate from the date interest was last paid through the date of receipt
      of the final Liquidation Proceeds) of such Liquidated Mortgage Loan immediately
      prior to the final recovery of its Liquidation Proceeds.

     

    Form
      8-K Disclosure Information:
      Has the
      meaning set forth in Section 4.06 of the Master Servicing
      Agreement.

     

    Freddie
      Mac:
      Freddie
      Mac (also known as the Federal Home Loan Mortgage Corporation), or any successor
      thereto.

     

    Grant:
      Pledge,
      bargain, sell, 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 the Indenture. A Grant of
      the
      Collateral or of any other agreement or instrument shall include all rights,
      powers and options (but none of the obligations) of the granting party
      thereunder, including the immediate and continuing right to claim for, collect,
      receive and give receipt for principal and interest payments in respect of
      such
      collateral or other agreement or instrument and all other moneys payable
      thereunder, to give and receive notices and other communications, to make
      waivers or other agreements, to exercise all rights and options, to bring
      proceedings in the name of the granting party or otherwise, and generally to
      do
      and receive anything that the granting party is or may be entitled to do or
      receive thereunder or with respect thereto.

     


    
      
         

      

      
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    Gross
      Margin:
      With
      respect to any ARM Loan, the percentage set forth as the “Gross Margin” for such
      Mortgage Loan on the Mortgage Loan Schedule, as adjusted from time to time
      in
      accordance with the terms of the Servicing Agreement.

     

    Group
      I Available Funds: For
      any
      Payment Date, an amount equal to the amount received by the Indenture Trustee
      and available in the Payment Account on that Payment Date in respect of the
      Group I Loans. The Group I Available Funds generally includes: (1) all
      previously undistributed payments on account of principal (including the
      principal portion of Monthly Payments, Principal Prepayments and the principal
      amount of Net Liquidation Proceeds) and all previously undistributed payments
      on
      account of interest received after the Cut-Off Date and on or prior to the
      related Determination Date from the Group I Loans; (2) any Monthly Advances
      and
      Compensating Interest Payments on the Group I Loans made by the Servicer or
      the
      Master Servicer for such Payment Date; (3) any Prepayment Penalties on the
      Group
      I Loans collected by the Servicer for such Payment Date and (4) any amounts
      reimbursed by the Servicer, the Indenture Trustee or the Securities
      Administrator in connection with losses on certain eligible investments in
      the
      Protected Accounts, Securities Administrator Collection Account or Payment
      Account, as applicable, and is net of the Uncapped Floater Fee and fees and
      premiums payable to, and other amounts reimbursable to, the Indenture Trustee,
      Master Servicer, the Servicer, the LPMI Insurer, the Securities Administrator
      and the Owner Trustee and other amounts allocable to the Group I
      Loans.

     

    Group
      I Available Funds Rate:
      On any
      Payment Date and any class of Class I-A Notes and Class I-M Notes, the per
      annum
      rate equal to the product of (a) the weighted average of the Net Mortgage Rates
      of the Group I Loans included in the trust as of the end of the prior Due
      Period, (b) a fraction equal to (x) 30 divided by (y) the number of days in
      the
      related Accrual Period and (c) the related Adjustment Fraction. In addition,
      the
      Available Funds Rate with respect to the Class I-A Notes and Class I-M Notes
      will be reduced by (i) the Additional Negative Amortization Principal Amount,
      expressed as a percentage of the aggregate Note Principal Balance of the
      respective class of Notes and (ii) the related Uncapped Floater Fee for such
      Payment Date. The weighted average described above shall be weighted on the
      basis of the aggregate Stated Principal Balance of the related Mortgage Loans
      as
      of the beginning of the related Due Period.

     

    Group
      I Cut-off Date Balance: The
      aggregate Stated Principal Balance of the Group I Loans as of the Cut-off
      Date.

     

    Group
      I Loan:
      A
      Mortgage Loan in Loan Group I.

     


    
      
         

      

      
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    Group
      I Notes:
      the
      Class I-A Notes and Class I-M Notes.

     

    Group
      II Loan:
      A
      Mortgage Loan in Loan Group II-C or Loan Group II-NC.

     

    Group
      II Senior Notes:
      The
      Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Notes.

     

    Group
      II Subordinate Available Funds Rate:
      On
      any
      Payment Date and any Class of Class II-M-1, Class II-M-2, Class II-M-3, Class
      II-M-4, Class II-M-5 and Class II-B Notes, the per annum rate equal to the
      weighted average of the Net Mortgage Rates on the Group II-C Loans and Group
      II-NC Loans included in the trust as of the end of the prior Due Period,
      weighted on the basis of the Note Principal Balances thereof as of the end
      of
      the prior Due period, weighted in proportion to the results of subtracting
      from
      the aggregate principal balance of the Group II-C Loans and Group II-NC Loans,
      the aggregate Note Principal Balance of the related Group II Senior Notes,
      adjusted, in the case of the Class II-M-2, Class II-M-3, Class II-M-4, Class
      II-M-5 and Class II-B Notes only, to an effective rate reflecting the
      calculation of interest on the basis of the actual number of days elapsed during
      the related Accrual Period and a 360-day year.

     

    Group
      II Subordinate Notes:
      The
      Class
      II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 and Class II-B
      Notes.

     

    Group
      II-C Available Funds:
      For
      any
      Payment Date, an amount equal to the amount received by the Indenture Trustee
      and available in the Payment Account on that Payment Date in respect of the
      Group II-C Loans. The Group II-C Available Funds generally includes: (1) all
      previously undistributed payments on account of principal (including the
      principal portion of Monthly Payments, Principal Prepayments and the principal
      amount of Net Liquidation Proceeds) and all previously undistributed payments
      on
      account of interest received after the Cut-Off Date and on or prior to the
      related Determination Date from the Group II-C Loans and (2) any Monthly
      Advances and Compensating Interest Payments on the Group II-C Loans made by
      the
      Servicer or the Master Servicer for such Payment Date; (3) any Prepayment
      Penalties on the Group II-C Loans collected by the Servicer for such Payment
      Date; and (4) any amounts reimbursed by the Servicer, the Indenture Trustee
      or
      the Securities Administrator in connection with losses on certain eligible
      investments in the Protected Accounts, Securities Administrator Collection
      Account or Payment Account, as applicable, and is net of fees payable to, and
      other amounts reimbursable to, the Indenture Trustee, Master Servicer, the
      Servicer, the Securities Administrator, the Owner Trustee, the LPMI Insurer
      and
      other amounts allocable to the Group II-C Loans.

     

    Group
      II-C Available Funds Rate:
      On any
      Payment Date and any Class of Class II-A-1 Notes or Class II-A-2 Notes, the
      per
      annum rate equal to the weighted average of the Net Mortgage Rates on the Group
      II-C Loans included in the trust as of the end of the prior Due Period, weighted
      on the basis of the aggregate Stated Principal Balance of the Group II-C Loans
      as of the end of the prior Due Period. 

     

    Group
      II-C Cut-off Date Balance:
      The sum
      of the aggregate Stated Principal Balance of the Group II-C Loans as of the
      Cut-off Date.

     


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    Group
      II-C Loan:
      A
      Mortgage Loan in Loan Group II-C.

     

    Group
      II-C Senior Notes:
      The
      Class
      II-A-1 Notes and Class II-A-2 Notes.

     

    Group
      II-NC Available Funds:
      For
      any
      Payment Date, an amount equal to the amount received by the Indenture Trustee
      and available in the Payment Account on that Payment Date in respect of the
      Group II-NC Loans. The Group II-NC Available Funds generally include: (1) all
      previously undistributed payments on account of principal (including the
      principal portion of Monthly Payments, Principal Prepayments and the principal
      amount of Net Liquidation Proceeds) and all previously undistributed payments
      on
      account of interest received after the Cut-Off Date and on or prior to the
      related Determination Date from the Group II-NC Loans and (2) any Monthly
      Advances and Compensating Interest Payments on the Group II-NC Loans made by
      the
      Servicer or the Master Servicer for such Payment Date; (3) any Prepayment
      Penalties on the Group II-NC Loans collected by the Servicer for such Payment
      Date; and (4) any amounts reimbursed by the Servicer, the Indenture Trustee
      or
      the Securities Administrator in connection with losses on certain eligible
      investments in the Protected Accounts, Securities Administrator Collection
      Account or Payment Account, as applicable, and is net of fees payable to, and
      other amounts reimbursable to, the Indenture Trustee, Master Servicer, the
      Servicer, the Securities Administrator, the Owner Trustee, the LPMI Insurer
      and
      other amounts allocable to the Group II-NC Loans.

     

    Group
      II-NC Available Funds Rate:
      On
      any
      Payment Date and any Class of Class II-A-3 or Class II-A-4 Notes, the per annum
      rate equal to the weighted average of the Net Mortgage Rates on the Group II-NC
      Loans included in the trust as of the end of the prior Due Period, weighted
      on
      the basis of the aggregate Stated Principal Balance of the Group II-NC Loans
      as
      of the end of the prior Due period. 

     

    Group
      II-NC Cut-off Date Balance:
      The
      sum
      of the aggregate Stated Principal Balance of the Group II-NC Loans as of the
      Cut-off Date.

     

    Group
      II-NC Loan:
      A
      Mortgage Loan in Loan Group II-NC.

     

    Group
      II-NC Senior Notes:
      The
      Class II-A-3 and Class II-A-4 Notes.

     

    Hazardous
      Materials:
      Any
      dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances,
      including, without limitation, those so identified pursuant to the Comprehensive
      Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
      et seq., or any other environmental laws now existing, and specifically
      including, without limitation, asbestos and asbestos-containing materials,
      polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea
      formaldehyde and any substances classified as being “in inventory”, “usable work
      in progress” or similar classification which would, if classified unusable, be
      included in the foregoing definition.

     

    Indemnified
      Party:
      The
      meaning specified in Section 7.02 of the Trust Agreement.

     

    Indenture:
      The
      indenture dated as of March 29, 2006, between the Issuing Entity, the Securities
      Administrator and the Indenture Trustee, relating to the American Home Mortgage
      Investment Trust 2006-1 Notes.

     


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    Indenture
      Trustee:
      Deutsche Bank National Trust Company, and its successors and assigns or any
      successor indenture trustee appointed pursuant to the terms of the Indenture.
      Upon the REMIC Conversion, the indenture trustee shall be the indenture trustee
      specified in the indenture governing the terms of the REMIC Notes.

     

    Indenture
      Trustee Fee:
      All
      earnings on the funds from time to time in the Payment Account.

     

    Independent:
      When
      used with respect to any specified Person, the Person (i) is in fact independent
      of the Issuing Entity, any other obligor on the Notes, the Sponsor, the Master
      Servicer, the Depositor, American Home Mortgage Investment Corp. and any
      Affiliate of any of the foregoing Persons, (ii) does not have any direct
      financial interest or any material indirect financial interest in the Issuing
      Entity, any such other obligor, the Sponsor, the Master Servicer, the Depositor,
      American Home Mortgage Investment Corp. or any Affiliate of any of the foregoing
      Persons and (iii) is not connected with the Issuing Entity, any such other
      obligor, the Sponsor, the Master Servicer, the Depositor, American Home Mortgage
      Investment Corp. 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 10.01 of the Indenture, made by an independent appraiser
      or other expert appointed by an Issuing Entity Request 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.

     

    Index:
      With
      respect to any Mortgage Loan, the index for the adjustment of the Mortgage
      Rate
      set forth as such in the related Mortgage Note. 

     

    Initial
      Certification:
      The
      initial certification delivered by the Custodian pursuant to Section 2.03(a)
      of
      the Indenture and in the form attached thereto as Exhibit One
      thereto.

     

    Initial
      Note Principal Balance:
      The
      Notes shall have the following Initial Note Principal Balances:

     

     

    
      	
              Class

            	 	
              Initial
                Note 
Principal Balance

            	 
	
              I-1A-1

            	 	
              $

            	
              600,000,000

            	 
	
              I-2A-1

            	 	
              $

            	
              378,750,000

            	 
	
              I-A-2

            	 	
              $

            	
              489,375,000

            	 
	
              I-A-3

            	 	
              $

            	
              163,125,000

            	 
	
              II-A-1

            	 	
              $

            	
              142,315,000

            	 
	
              II-A-2

            	 	
              $

            	
              10,165,000

            	 
	
              II-A-3

            	 	
              $

            	
              101,360,000

            	 
	
              II-A-4

            	 	
              $

            	
              7,240,000

            	 
	
              I-M-1

            	 	
              $

            	
              19,192,000

            	 
	
              I-M-2

            	 	
              $

            	
              28,787,000

            	 
	
              I-M-3

            	 	
              $

            	
              19,192,000

            	 
	
              I-M-4

            	 	
              $

            	
              23,553,000

            	 
	
              I-M-5

            	 	
              $

            	
              9,596,000

            	 
	
              I-M-6

            	 	
              $

            	
              4,362,000

            	 
	
              II-M-1

            	 	
              $

            	
              7,936,000

            	 
	
              II-M-2

            	 	
              $

            	
              3,341,000

            	 
	
              II-M-3

            	 	
              $

            	
              1,949,000

            	 
	
              II-M-4

            	 	
              $

            	
              1,810,000

            	 
	
              II-M-5

            	 	
              $

            	
              1,253,000

            	 
	
              II-B

            	 	
              $

            	
              1,117,043

            	 


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    Insurance
      Proceeds:
      Proceeds paid by any insurer pursuant to any insurance policy covering a
      Mortgage Loan which are required to be remitted to the Servicer, net of any
      component thereof, released to the Mortgagor in accordance with the Servicer’s
      normal servicing procedures.

     

    Interest
      Determination Date:
      With
      respect each Class of LIBOR Notes and (i) the first Accrual Period, the second
      LIBOR Business Day preceding the Closing Date, and (ii) with respect to each
      Accrual Period thereafter, the second LIBOR Business Day preceding the related
      Payment Date on which such Accrual Period commences; it being understood,
      however, that interest accrued and payable to the Classes of Notes subject
      to
      Six-Month LIBOR shall be calculated semi-annually. 

     

    Interest
      Rate Adjustment Date:
      With
      respect to each Mortgage Loan, the date or dates on which the Mortgage Rate
      is
      adjusted in accordance with the related Mortgage Note.

     

    Interested
      Person:
      As of
      any date of determination, the Depositor, the Master Servicer, the Servicer,
      the
      Indenture Trustee, American Home Mortgage Investment Corp., any Mortgagor,
      or
      any Person actually known to a Responsible Officer of the Trustee to be an
      Affiliate of any of them.

     

    Investment
      Company Act:
      The
      Investment Company Act of 1940, as amended, and any amendments
      thereto.

     

    IRS:
      The
      Internal Revenue Service.

     

    Issuing
      Entity:
      American Home Mortgage Investment Trust 2006-1, a Delaware statutory trust,
      or
      its successor in interest.

     

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

     

    LIBOR
      Business Day:
      A day
      on which banks are open for dealing in foreign currency and exchange in London
      and New York City.

     


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    LIBOR
      Note:
      The
      Class I-A, Class I-M, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5
      and
      Class II-B Notes.

     

    Lien:
      Any
      mortgage, deed of trust, pledge, conveyance, hypothecation, assignment,
      participation, deposit arrangement, encumbrance, lien (statutory or other),
      preference, priority right or interest or other security agreement or
      preferential arrangement of any kind or nature whatsoever, including, without
      limitation, any conditional sale or other title retention agreement, any
      financing lease having substantially the same economic effect as any of the
      foregoing and the filing of any financing statement under the UCC (other than
      any such financing statement filed for informational purposes only) or
      comparable law of any jurisdiction to evidence any of the foregoing;
provided,
      however,
      that
      any assignment pursuant to Section 6.02 of the Servicing Agreement or Master
      Servicing Agreement, as applicable, shall not be deemed to constitute a
      Lien.

     

    Lifetime
      Rate Cap:
      With
      respect to each Mortgage Loan with respect to which the related Mortgage Note
      provides for a lifetime rate cap, the maximum Mortgage Rate permitted over
      the
      life of such Mortgage Loan under the terms of such Mortgage Note, as set forth
      in the Mortgage Loan Schedule.

     

    Liquidated
      Mortgage Loan:
      With
      respect to any Payment Date, any Mortgage Loan in respect of which the Servicer
      has determined, in accordance with the servicing procedures specified in the
      Servicing Agreement as of the end of the related Due Period that substantially
      all Liquidation Proceeds which it reasonably expects to recover with respect
      to
      the disposition of the related Mortgaged Property or REO Property have been
      recovered.

     

    Liquidation
      Expenses:
      Out-of-pocket expenses (exclusive of overhead) which are incurred by or on
      behalf of the Servicer in connection with the liquidation of any Mortgage Loan
      and not recovered under any insurance policy, such expenses including, without
      limitation, legal fees and expenses, any unreimbursed amount expended respecting
      the related Mortgage Loan and any related and unreimbursed expenditures for
      real
      estate property taxes or for property restoration, preservation or insurance
      against casualty loss or damage.

     

    Liquidation
      Proceeds:
      Proceeds (including Insurance Proceeds) received in connection with the
      liquidation of any Mortgage Loan or related REO Property, whether through
      trustee’s sale, foreclosure sale or otherwise.

     

    Loan
      Group:
      Any of
      Loan Group I, Loan Group II-C or Loan Group II-NC, as applicable.

     

    Loan
      Group I:
      The
      Group I Loans.

     

    Loan
      Group II-C:
      The
      Group II-C Loans.

     

    Loan
      Group II-NC:
      The
      Group II-NC Loans.

     

    Loan-to-Value
      Ratio:
      With
      respect to any Mortgage Loan, as of any date of determination, a fraction
      expressed as a percentage, the numerator of which is the then current principal
      amount of the Mortgage Loan, and the denominator of which is the Appraised
      Value
      of the related Mortgaged Property.

     


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    Loan
      Year:
      With
      respect to any Mortgage Loan, the one-year period commencing on the day
      succeeding the origination of such Mortgage Loan and ending on the anniversary
      date of such Mortgage Loan, and each annual period thereafter.

     

    Lost
      Note Affidavit:
      With
      respect to any Mortgage Loan as to which the original Mortgage Note has been
      lost or destroyed and has not been replaced, an affidavit from the Sponsor
      certifying that the original Mortgage Note has been lost, misplaced or destroyed
      (together with a copy of the related Mortgage Note).

     

    LPMI
      Insurer:
       Triad
      Guaranty Insurance Corporation.

     

    LPMI
      Insurer Fee:
      With
      respect to any payment date and each Mortgage Loan covered by a lender-paid
      primary mortgage insurance policy, the fee payable to the related insurer at
      a
      rate equal to 1/12th of the LPMI Insurer Fee Rate multiplied by the Stated
      Principal Balance of such Mortgage Loan as of the beginning of the related
      Due
      Period.

     

    LPMI
      Insurer Fee Rate:
      With
      respect to each Mortgage Loan covered by a lender-paid primary mortgage
      insurance policy, the per annum rate payable to the related insurer under the
      related policy.

     

    Majority
      Certificateholder:
      A
      Holder of a 50.01% or greater Certificate Percentage Interest of the
      Certificates.

     

    Master
      Servicer:
      Wells
      Fargo Bank, N.A., a national banking association, and its successors and
      assigns.

     

    Master
      Servicing Agreement:
      The
      Master Servicing Agreement dated as of March 29, 2006, among the Master
      Servicer, Securities Administrator, Indenture Trustee and Issuing
      Entity.

     

    Maximum
      Note Interest Rate:
      With
      respect to any Payment Date and Class II-A-1 Notes and Class II-A-2 Notes,
      10.600% per annum. With respect to any Payment Date and Class II-A-3 Notes
      and
      Class II-A-4 Notes, 10.200% per annum. With respect to any Payment Date and
      Class II-M Notes and Class II-B Notes, 10.450% per annum.

     

    Maximum
      Mortgage Rate:
      With
      respect to each ARM Loan, the maximum Mortgage Rate.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    MERS®
      System:
      The
      system of recording transfers of Mortgages electronically maintained by
      MERS.

     

    MIN:
      The
      Mortgage Identification Number for Mortgage Loans registered with MERS on the
      MERS® System.

     

    Minimum
      Mortgage Rate:
      With
      respect to each ARM Loan, the minimum Mortgage Rate.

     


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    MOM
      Loan:
      With
      respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
      Loan, solely as nominee for the originator of such Mortgage Loan and its
      successors and assigns, at the origination thereof.

     

    Monthly
      Advance:
      The
      aggregate of all payments of principal and interest, net of the Servicing Fee,
      that were due during the related Due Period on the Mortgage Loans and that
      were
      delinquent on the related Due Date (other than shortfalls in interest due to
      the
      application of the Relief Act or similar state law).

     

    Monthly
      Payment:
      With
      respect to any Mortgage Loan (including any REO Property) and any Due Date,
      the
      payment of principal and interest due thereon in accordance with the
      amortization schedule at the time applicable thereto (after adjustment, if
      any,
      for partial Principal Prepayments and for Deficient Valuations occurring prior
      to such Due Date but before any adjustment to such amortization schedule by
      reason of any bankruptcy, other than a Deficient Valuation, or similar
      proceeding or any moratorium or similar waiver or grace period, and after any
      adjustment required by the Relief Act). 

     

    Moody’s:
      Moody’
Investors Service, Inc. or its successor in interest.

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument creating a first, second or third
      lien on an estate in fee simple interest in real property securing a Mortgage
      Loan.

     

    Mortgage
      File:
      The
      file containing the Related Documents pertaining to a particular Mortgage Loan
      and any additional documents required to be added to the Mortgage File pursuant
      to the Mortgage Loan Purchase Agreement, Servicing Agreement, as
      applicable.

     

    Mortgage
      Loans:
      The
      Mortgage Loans that will be transferred and assigned to the Trust pursuant
      to
      Section 2.03(a) of the Indenture, each Mortgage Loan so held being identified
      in
      the Mortgage Loan Schedule. The Mortgage Loans have been divided into three
      groups, Loan Group I, Loan Group II-C and Loan Group II-NC.

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement, dated as of the Closing Date, between the
      Sponsor, as seller, and the Purchaser, as purchaser, relating to the sale,
      transfer and assignment of the Mortgage Loans.

     

    Mortgage
      Loan Schedule:
      With
      respect to any date, the schedule of Mortgage Loans held by the Issuing Entity
      on such date. The schedule of Mortgage Loans as of the Cut-off Date is the
      schedule set forth in Exhibit B of the Indenture, which schedule sets forth
      as
      to each Mortgage Loan:

     

    
      	 	
              (i)

            	
              the
                loan number and name of the Mortgagor;

            
	 	 	 
	 	
              (ii)

            	
              the
                street address, city, state and zip code of the Mortgaged
                Property;

            
	 	 	 
	 	
              (iii)

            	
              the
                original Mortgage Rate;

            
	 	 	 
	 	
              (iv)

            	
              the
                maturity date;

            


    

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    
      	 	
              (v)

            	
              the
                original principal balance;

            
	 	 	 
	 	
              (vi)

            	
              the
                first Payment Date;

            
	 	 	 
	 	
              (vii)

            	
              the
                type of Mortgaged Property;

            
	 	 	 
	 	
              (viii)

            	
              the
                Monthly Payment in effect as of the Cut-off Date;

            
	 	 	 
	 	
              (ix)

            	
              the
                Cut-off Date Principal Balance;

            
	 	 	 
	 	
              (x)

            	
              the
                Index and the Gross Margin, if applicable;

            
	 	 	 
	 	
              (xi)

            	
              the
                Adjustment Date frequency and Payment Date frequency, if
                applicable;

            
	 	 	 
	 	
              (xii)

            	
              the
                occupancy status;

            
	 	 	 
	 	
              (xiii)

            	
              the
                purpose of the Mortgage Loan;

            
	 	 	 
	 	
              (xiv)

            	
              the
                Appraised Value of the Mortgaged Property;

            
	 	 	 
	 	
              (xv)

            	
              the
                original term to maturity;

            
	 	 	 
	 	
              (xvi)

            	
              the
                paid-through date of the Mortgage Loan;

            
	 	 	 
	 	
              (xvii)

            	
              the
                Loan-to-Value Ratio;

            
	 	 	 
	 	
              (xviii)

            	
              whether
                or not the Mortgage Loan was underwritten pursuant to a limited
                documentation program;

            
	 	 	 
	 	
              (xix)

            	
              the
                Loan Group; and

            
	 	 	 
	 	
              (xx)

            	
              whether
                the Mortgage Loan has a fixed interest rate or an adjustable interest
                rate.

            


    

    


    The
      Mortgage Loan Schedule shall also set forth the total of the amounts described
      under (ix) above for all of the Mortgage Loans.

     

    Mortgage
      Note:
      The
      note or other evidence of the indebtedness of a Mortgagor under a Mortgage
      Loan.


     

    Mortgage
      Rate:
      With
      respect to any Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan. 

     

    Mortgaged
      Property:
      The
      underlying property, including real property and improvements thereon, securing
      a Mortgage Loan.

     

    Mortgagor:
      The
      obligor or obligors under a Mortgage Note. 

     

    Negative
      Amortization Amount:
      With
      respect to any Payment Date, the aggregate amount of negative amortization
      with
      respect to the Group I Loans for the related Due Period.

     


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    Net
      Liquidation Proceeds:
      With
      respect to any Liquidated Mortgage Loan, Liquidation Proceeds and Subsequent
      Recoveries net of unreimbursed Servicing Advances by the Servicer, Monthly
      Advances and Liquidation Expenses. 

     

    Net
      Monthly Excess Cashflow:
      With
      respect to Loan Group I, for any Payment Date, the excess of (i) the Group
      I
      Available Funds for such Payment Date over (ii) the sum for such Payment Date
      of
      (X) the aggregate amount of Accrued Note Interest minus any payments from the
      Cap Contracts for the related Notes and (Y) the aggregate Principal Remittance
      Amount used to make payments in respect of principal to these
      Notes.

     

    Net
      Mortgage Rate:
      For any
      Mortgage Loan, the then applicable Mortgage Rate thereon less the Servicing
      Fee,
      expressed as a per annum rate, and the LPMI Insurer Fee Rate.

     

    Net
      WAC Shortfall:
      With
      respect to the Class II-A, Class II-M and Class II-B Notes, on any Payment
      Date,
      as determined separately for each such Class of Notes, the excess, if any,
      of
      (x) the related Accrued Note Interest thereon for such Payment Date calculated
      pursuant to clause (i)(a) of the related definition of Note Interest Rate over
      (y) Accrued Note Interest thereon for such Payment Date calculated at the
      related Available Funds Rate.

     

    Net
      WAC Shortfall Carry-Forward Amount:
      With
      respect to the Class II-A, Class II-M and Class II-B Notes on any Payment Date,
      an amount equal to the excess of (i) the amount of interest accrued thereon
      at
      the related Note Interest Rate without regards to the related Available Funds
      Rate over (ii) the interest calculated at the related Available Funds Rate
      for
      such Payment Date, plus any such amounts remaining unpaid from prior payment
      dates with interest thereon at the Note Interest Rate for such Payment Date
      to
      the extent previously unreimbursed by the Net Monthly Excess Cashflow and in
      the
      case of the Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5, by the
      Corridor Contract.

     

    Net
      Worth:
      With
      respect to any Person at any date, the excess of total assets over total
      liabilities of such Person, and its consolidated subsidiaries, on such date,
      each to be determined in accordance with generally accepted accounting
      principles (GAAP) as in effect in the United States from time to
      time.

     

    Non-Offered
      Notes:
      The
      Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 and Class II-B
      Notes.

     

    Nonrecoverable
      Advance:
      Any
      Monthly Advance or any Servicing Advance (i) which was previously made or is
      proposed to be made by the Servicer or Master Servicer, as applicable; and
      (ii)
      which, in the good faith judgment of the Servicer or Master Servicer, will
      not
      or, in the case of a proposed advance, would not, be ultimately recoverable
      by
      the Servicer or Master Servicer, as applicable, from Liquidation Proceeds or
      future payments on any Mortgage Loan. The Indenture Trustee may conclusively
      rely on any determination of nonrecoverability made by the Servicer or Master
      Servicer, as applicable. 

     

    Note:
      Any
      Class
      I-1A-1, Class I-2A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class
      I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class II-A-1, Class II-A-2, Class
      II-A-3, Class II-A-4, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4,
      Class II-M-5 or Class II-B Note. Upon REMIC Conversion, the REMIC Notes shall
      constitute the Notes unless otherwise specified.

     


    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    Note
      Interest Rate:
      With
      respect to the Uncapped Notes, (a)
      with
      respect to each Payment Date on which a Cap Counterparty Termination Event
      is
      not in effect, a floating rate per annum equal to One-Month LIBOR plus the
      related Note Margin and (b) with respect to each Payment Date on which a Cap
      Counterparty Termination Event is in effect, a floating rate per annum equal
      to
      the lesser of (i) One-Month LIBOR plus the related Note Margin and (ii) the
      related Available Funds Rate with respect to such Payment Date. With respect
      to
      each Payment Date and the Class I-2A-1, Class I-M-4, Class I-M-5 and Class
      I-M-6
      Notes, a floating rate equal to the lesser of (i) One-Month LIBOR plus the
      related Note Margin and (ii) the Group I Available Funds Rate. With respect
      to
      each Payment Date and the Class II-A-1 Notes and Class II-A-2 Notes, (i) prior
      to the related Note Rate Change Date, the lesser of (a) 5.50% per annum and
      (b)
      the Group II-C Available Funds Rate and (ii) on or after the related Note Rate
      Change Date, the least of (a) Six-Month LIBOR plus 1.75%, (b) the related
      Maximum Note Interest Rate and (c) the Group II-C Available Funds Rate. With
      respect to each Payment Date and the Class II-A-3 Notes and Class II-A-4 Notes,
      (i) prior to the related Note Rate Change Date, the lesser of (a) 5.10% per
      annum and (b) the Group II-NC Available Funds Rate and (ii) on or after the
      related Note Rate Change Date, the least of (a) Six-Month LIBOR plus 1.75%,
      (b)
      the related Maximum Note Interest Rate and (c) the Group II-NC Available Funds
      Rate. With respect to each Payment Date and the Class II-M-1 Notes, (i) prior
      to
      the related Note Rate Change Date, the lesser of (a) 5.30% per annum and (b)
      the
      Group II Subordinate Available Funds Rate and (ii) on or after the related
      Note
      Rate Change Date, the least of (a) Six-Month LIBOR plus 2.25%, (b) the related
      Maximum Note Interest Rate and (c) the Group II Subordinate Available Funds
      Rate. With respect to each Payment Date and the Class II-M-2, Class II-M-3,
      Class II-M-4, Class II-M-5 and Class II-B Notes, a floating rate equal to the
      least of (i) One-Month LIBOR plus the related Note Margin, (ii) the related
      Maximum Note Interest Rate and (iii) the Group II Subordinate Available Funds
      Rate with respect to such Payment Date.

     

    Note
      Margin:
      With
      respect to the Class I-1A-1 Notes, on any Payment Date on or prior to the
      Step-Up Date, 0.140% per annum, and on any Payment Date after the Step-Up Date,
      0.280% per annum. With respect to the Class I-2A-1 Notes, on any Payment Date
      on
      or prior to the Step-Up Date, 0.200% per annum, and on any Payment Date after
      the Step-Up Date, 0.400% per annum. With respect to the Class I-A-2 Notes,
      on
      any Payment Date on or prior to the Step-Up Date, 0.190% per annum, and on
      any
      Payment Date after the Step-Up Date, 0.380% per annum. With respect to the
      Class
      I-A-3 Notes, on any Payment Date on or prior to the Step-Up Date, 0.300% per
      annum, and on any Payment Date after the Step-Up Date, 0.600% per annum. With
      respect to the Class I-M-1 Notes, on any Payment Date on or prior to the Step-Up
      Date, 0.380% per annum, and on any Payment Date after the Step-Up Date, 0.570%
      per annum. With
      respect to the Class I-M-2 Notes, on any Payment Date on or prior to the Step-Up
      Date, 0.420% per annum, and on any Payment Date after the Step-Up Date, 0.630%
      per annum.
      With
      respect to the Class I-M-3 Notes, on any Payment Date on or prior to the Step-Up
      Date, 0.680% per annum, and on any Payment Date after the Step-Up Date, 1.020%
      per annum. With respect to the Class I-M-4 Notes, on any Payment Date on or
      prior to the Step-Up Date, 1.200% per annum, and on any Payment Date after
      the
      Step-Up Date, 1.800% per annum. With respect to the Class I-M-5 Notes, on any
      Payment Date on or prior to the Step-Up Date, 2.250% per annum, and on any
      Payment Date after the Step-Up Date, 3.375% per annum. With respect to the
      Class
      I-M-6 Notes, on any Payment Date on or prior to the Step-Up Date, 2.900% per
      annum, and on any Payment Date after the Step-Up Date, 4.350% per
      annum.

     


    
      
         

      

      
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    Note
      Owner:
      The
      Beneficial Owner of a Note.

     

    Note
      Principal Balance:
      With
      respect to any Note, as of any date of determination, the initial Note Principal
      Balance as stated on the face thereof, minus all amounts distributed in respect
      of principal with respect to such Note and (a) plus, in the case of the Class
      I-1A-1, Class I-2A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class
      I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class II-A-1, Class II-A-2, Class
      II-A-3, Class II-A-4, Class II-M-1, Class II-M-3, Class II-M-3, Class II-M-4,
      Class II-M-5 and Class II-B Notes, any Subsequent Recoveries allocated thereto
      and (b) minus, in the case of the Class I-A-2, Class I-A-3, Class I-M-1, Class
      I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class II-A-2, Class
      II-A-4, Class II-M-1, Class II-M-3, Class II-M-3, Class II-M-4, Class II-M-5
      and
      Class II-B Notes, the aggregate amount of any reductions in the Note Principal
      Balance thereof deemed to have occurred in connection with allocations of
      Realized Losses on all prior Payment Dates in accordance with Section 3.38
      of
      the Indenture.

     

    Note
      Rate Change Date:
      With
      respect to the Class II-A-1 Notes and Class II-A-2 Notes, the Payment Date
      in
      December 2010. With respect to the Class II-A-3 Notes and Class II-A-4 Notes,
      the Payment Date in December 2010. With respect to the Class II-M-1, Class
      II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 and Class II-B Notes, the
      Payment Date in December 2010.

     

    Note
      Register:
      The
      register maintained by the Note Registrar in which the Note Registrar shall
      provide for the registration of Notes and of transfers and exchanges of
      Notes.

     

    Note
      Registrar:
      The
      Indenture Trustee, in its capacity as Note Registrar, or any successor to the
      Indenture Trustee in such capacity.

     

    Noteholder
      or Holder:
      The
      Person in whose name a Note is registered in the Note Register, except that,
      any
      Note registered in the name of the Depositor, the Issuing Entity, American
      Home
      Mortgage Investment Corp., the Indenture Trustee, the Securities Administrator,
      the Sponsor, the Servicer or the Master Servicer or any Affiliate of any of
      them
      shall be deemed not to be a holder or holders, nor shall any so owned be
      considered outstanding, for purposes of giving any request, demand,
      authorization, direction, notice, consent or waiver under the Indenture or
      the
      Trust Agreement; provided that, in determining whether the Securities
      Administrator and the Indenture Trustee shall be protected in relying upon
      any
      such request, demand, authorization, direction, notice, consent or waiver,
      only
      Notes that a Responsible Officer of the Securities Administrator, the Indenture
      Trustee or the Owner Trustee actually knows to be so owned shall be so
      disregarded. Owners of Notes that have been pledged in good faith may be
      regarded as Holders if the pledgee establishes to the satisfaction of the
      Securities Administrator, the Indenture Trustee or the Owner Trustee the
      pledgee’s right so to act with respect to such Notes and that the pledgee is not
      the Issuing Entity, any other obligor upon the Notes or any Affiliate of any
      of
      the foregoing Persons. 

     


    
      
         

      

      
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    Offered
      Notes:
      The
      Class I-1A-1, Class I-2A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2,
      Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class II-A-1, Class II-A-2,
      Class II-A-3, Class II-A-4 and Class II-M-1 Notes.

     

    Officer’s
      Certificate:
      With
      respect to the Servicer or the Master Servicer, as applicable, a certificate
      signed by the President, Managing Director, a Director, a Vice President or
      an
      Assistant Vice President, of the Servicer or the Master Servicer, as applicable,
      and delivered to the Indenture Trustee or Master Servicer, as applicable. With
      respect to the Issuing Entity, a certificate signed by any Authorized Officer
      of
      the Issuing Entity, under the circumstances described in, and otherwise
      complying with, the applicable requirements of Section 10.01 of the Indenture,
      and delivered to the Securities Administrator. Unless otherwise specified,
      any
      reference in the Indenture to an Officer’s Certificate shall be to an Officer’s
      Certificate of any Authorized Officer of the Issuing Entity.

     

    One-Month
      LIBOR:
      With
      respect to any Accrual Period, the rate determined by the Securities
      Administrator on the related Interest Determination Date on the basis of the
      London interbank offered rate for one-month United States dollar deposits,
      as
      such rates appear on the Telerate Screen Page 3750, as of 11:00 a.m. (London
      time) on such Interest Determination Date.

     

    In
      the
      event that on any Interest Determination Date, Telerate Screen Page 3750 fails
      to indicate the London interbank offered rate for one-month United States dollar
      deposits, then One-Month LIBOR for the related Accrual Period will be
      established by the Securities Administrator as follows:

     

    (i) If
      on
      such Interest Determination Date two or more Reference Banks provide such
      offered quotations, One-Month LIBOR for the related Accrual Period shall be
      the
      arithmetic mean of such offered quotations (rounded upwards if necessary to
      the
      nearest whole multiple of 1/16%).

     

    (ii) If
      on
      such Interest Determination Date fewer than two Reference Banks provide such
      offered quotations, One-Month LIBOR for the related Accrual Period shall be
      the
      higher of (i) One-Month LIBOR as determined on the previous Interest
      Determination Date and (ii) the Reserve Interest Rate.

     

    (iii) If
      no
      such quotations can be obtained and no Reference Bank rate is available,
      One-Month LIBOR will be the One-Month LIBOR rate applicable to the preceding
      Accrual Period.

     

    The
      establishment of One-Month LIBOR on each Interest Determination Date by the
      Securities Administrator and the Securities Administrator’s calculation of the
      applicable Note Interest Rate applicable for the related Accrual Period shall
      (in the absence of manifest error) be final and binding.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel acceptable to the Indenture Trustee or the Master
      Servicer, as applicable, in its reasonable discretion which counsel may be
      in-house counsel for the Servicer or Master Servicer, as applicable, if
      acceptable to the Indenture Trustee, the Master Servicer and the Rating Agencies
      or counsel for the Depositor, as the case may be.

     


    
      
         

      

      
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    Original
      Subordinate Principal Balance:
      The
      aggregate Note Principal Balance of the Group II Subordinate Notes as of the
      Closing Date.

     

    Original
      Value:
      Except
      in the case of a refinanced Mortgage Loan, the lesser of the Appraised Value
      or
      sales price of Mortgaged Property at the time a Mortgage Loan is closed, and
      for
      a refinanced Mortgage Loan, the Original Value is the value of such property
      set
      forth in an appraisal acceptable to the Servicer or the Master Servicer, as
      applicable.

     

    OTS:
      Office
      of Thrift Supervision or any successor.

     

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

     

    (i) Notes
      theretofore canceled by the Note Registrar or delivered to the Indenture Trustee
      for cancellation; and

     

    (ii) Notes
      in
      exchange for or in lieu of which other Notes have been executed, authenticated
      and delivered pursuant to the Indenture unless proof satisfactory to the
      Indenture Trustee is presented that any such Notes are held by a holder in
      due
      course.

     

    Outstanding
      Mortgage Loan:
      As to
      any Due Date, a Mortgage Loan (including an REO Property) which was not the
      subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition
      and which was not purchased, deleted or substituted for prior to such Due Date
      pursuant to the Servicing Agreement or Mortgage Loan Purchase Agreement, as
      applicable.

     

    Overcollateralization
      Increase Amount:
      With
      respect to the Group I Loans, as to any Payment Date, the lesser of (i) the
      related Net Monthly Excess Cashflow for such Payment Date and (ii) the excess,
      if any, of (a) the related Overcollateralization Target Amount over (b) the
      related Overcollateralized Amount on such Payment Date (after taking into
      account payments to the related Notes of the related Basic Principal
      Distribution Amount on such Payment Date).

     

    Overcollateralization
      Target Amount:
      With
      respect to Loan Group I, the sum of (x) the aggregate Additional Negative
      Amortization Amount on the Group I Loans since the Cut-off Date and (y) (1)
      prior to the Step-Down Date, the
      initial Overcollateralization Amount (0.50% of the Group I Cut-off Date Balance)
      or
      (2) on
      or after the related Step-Down Date, an amount equal to the greater of (a)
      on
      any Payment Date (i) prior to the Payment Date in March 2012, 1.25% of the
      aggregate Stated Principal Balance of the Group I Loans and (ii) on and
      thereafter, 1.00% of the aggregate Stated Principal Balance of the Group I
      Loans and
      (b)
      0.50% of the Group I Cut-off Date Balance; provided, however, that on or after
      the related Step-down Date, if a related Trigger Event is in effect, the
      Overcollateralization Target Amount with respect to the Group I Loans will
      be
      the same as on the prior Payment Date. 

     

    Overcollateralization
      Release Amount:
      For any
      Payment Date and Loan Group I, an amount equal to the lesser of (x) the
      Principal Remittance Amount with respect to the Group I Loans for such Payment
      Date and (y) the excess, if any, of (i) the Overcollateralized Amount (after
      giving effect to distributions in respect of the Principal Remittance Amount
      with respect to the Group I Loans to be made on such Payment Date) for such
      Payment Date over (ii) the Overcollateralization Target Amount for such Payment
      Date.

     


    
      
         

      

      
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    Overcollateralized
      Amount:
      For any
      Payment Date and Loan Group I, the amount, if any, by which (i) the aggregate
      Stated Principal Balance of the Group I Loans (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period, including Realized Losses on the Group I Loans
      incurred during the related Prepayment Period) exceeds (ii) the aggregate Note
      Principal Balance, as applicable, of the Class I-A Notes and Class I-M Notes
      as
      of such Payment Date (assuming that 100% of the Principal Remittance Amount
      is
      applied as a principal payment on these Notes on such Payment
      Date).

     

    Owner
      Trust Estate:
      The
      corpus of the Issuing Entity created by the Trust Agreement which consists
      of
      items referred to in Section 3.01 of the Trust Agreement.

     

    Owner
      Trustee:
      Wilmington Trust Company and its successors and assigns or any successor owner
      trustee appointed pursuant to the terms of the Trust Agreement.

     

    Owner
      Trustee’s Fee:
      A fee
      of $2,500 per annum payable to the Owner Trustee in advance on the Closing
      Date
      and a fee of $4,000 payable on each anniversary thereof by American Home
      Mortgage Servicing, Inc.; provided, however, that in the event of any removal
      or
      resignation of the Owner Trustee, the Owner Trustee will promptly remit to
      American Home Mortgage Servicing, Inc. the portion of the Owner Trustee Fee
      that
      would have been earned by the Owner Trustee during the remainder of such year
      had it not been removed or resigned or the Notes redeemed.

     

    Paying
      Agent:
      Any
      paying agent or co-paying agent appointed pursuant to Section 3.03 of the
      Indenture, which initially shall be the Indenture Trustee.

     

    Payment
      Account:
      The
      account established by the Indenture Trustee pursuant to Section 3.01 of the
      Indenture. The Payment Account shall be an Eligible Account. 

     

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

     

    Payment
      Date Statement:
      The
      statement delivered to the Noteholders pursuant to Section 7.05 of the
      Indenture.

     

    PCAOB:
      Shall
      mean the Public Company Accounting Oversight Board.

     

    Percentage
      Interest:
      With
      respect to any Note, the percentage obtained by dividing the Note Principal
      Balance of such Note by the aggregate Note Principal Balances of all Notes
      of
      that Class. With respect to any Certificate, the percentage as stated on the
      face thereof.

     

    Periodic
      Rate Cap:
      With
      respect to any ARM Loan, the maximum rate, if any, by which the Mortgage Rate
      on
      such Mortgage Loan can adjust on any Adjustment Date, as stated in the related
      Mortgage Note or Mortgage.

     

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

     


    
      
         

      

      
        29

        
          

        

      

      
         

      

    


    Plan:
      Any
      employee benefit plan or certain other retirement plans and arrangements,
      including individual retirement accounts and annuities, Keogh plans and bank
      collective investment funds and insurance company general or separate accounts
      in which such plans, accounts or arrangements are invested, that are subject
      to
      ERISA or Section 4975 of the Code.

     

    Plan
      Assets:
      Assets
      of a Plan within the meaning of Department of Labor regulation 29 C.F.R. §
2510.3-101.

     

    Pool
      Balance:
      With
      respect to any date of determination, the aggregate of the Stated Principal
      Balances of all Mortgage Loans as of such date.

     

    Prepayment
      Interest Shortfall:
      As to
      any Payment Date and any Mortgage Loan (other than a Mortgage Loan relating
      to
      an REO Property) that was the subject of (a) a Principal Prepayment in Full
      during the related Prepayment Period, an amount equal to the excess of interest
      accrued during the related Prepayment Period at the Net Mortgage Rate on the
      Stated Principal Balance of such Mortgage Loan over the sum of the amount of
      interest paid by the Mortgagor for such Prepayment Period to the date of such
      Principal Prepayment in Full or (b) a partial Principal Prepayment during the
      related Prepayment Period, an amount equal to the interest at the Mortgage
      Rate
      (less the Servicing Fee Rate) during the related Prepayment Period on the amount
      of such partial Principal Prepayment.

     

    Prepayment
      Period:
      With
      respect to each Mortgage Loan and any Payment Date, the calendar month
      immediately preceding the month in which such Payment Date occurs.

     

    Primary
      Insurance Policy:
      Each
      primary policy of mortgage guaranty insurance issued by a Qualified Insurer
      or
      any replacement policy therefor.

     

    Principal
      Distribution Amount:
      For any
      Payment Date and the Group I Loans, the sum of (a) the related Basic Principal
      Distribution Amount, and (b) the related Overcollateralization Increase Amount,
      less (c) the Overcollateralization Release Amount.

     

    Principal
      Prepayment:
      Any
      payment or other recovery of principal on a Mortgage Loan which is received
      in
      advance of its scheduled Due Date to the extent that it is not accompanied
      by an
      amount as to interest representing scheduled interest due on any date or dates
      in any month or months subsequent to the month of prepayment, including
      Insurance Proceeds and Repurchase Proceeds, but excluding the principal portion
      of Net Liquidation Proceeds received at the time a Mortgage Loan becomes a
      Liquidated Mortgage Loan.

     

    Principal
      Prepayment in Full:
      Any
      Principal Prepayment made by a Mortgagor of the entire principal balance of
      a
      Mortgage Loan.

     

    Principal
      Remittance Amount:
      For any
      Payment Date and each Loan Group, or the Mortgage Loans in the aggregate, as
      applicable, the sum of

     

    
      	 	
              1.

            	
              the
                principal portion of all scheduled monthly payments on the related
                Mortgage Loans due on the related Due Date, to the extent received
                or
                advanced;

            


    

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    
      	 	
              2.

            	
              the
                principal portion of all proceeds of the repurchase of a Mortgage
                Loan in
                the related Loan Group (or, in the case of a substitution, certain
                amounts
                representing a principal adjustment) as required by the Mortgage
                Loan
                Purchase Agreement during the preceding calendar month;
                and

            
	 	
              3.

            	
              the
                principal portion of all other unscheduled collections received during
                the
                preceding calendar month in respect of the related Mortgage Loans,
                including full and partial prepayments, the proceeds of any repurchase
                of
                such Mortgage Loans by the Sponsor or holder of the Trust Certificates,
                Liquidation Proceeds and Insurance Proceeds, in each case to the
                extent
                applied as recoveries of principal.

            


    

     

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

     

    Protected
      Account:
      An
      account established and maintained for the benefit of Noteholders by the
      Servicer with respect to the related Mortgage Loans and with respect to REO
      Property pursuant to the Servicing Agreement.

     

    Purchase
      Price:
      The
      meaning specified in Section 2.2(a) of the Mortgage Loan Purchase
      Agreement.

     

    Purchaser:
      American Home Mortgage Securities LLC, a Delaware limited liability company,
      and
      its successors and assigns.

     

    Qualified
      Insurer:
      A
      mortgage guaranty insurance company duly qualified as such under the laws of
      the
      state of its principal place of business and each state having jurisdiction
      over
      such insurer in connection with the insurance policy issued by such insurer,
      duly authorized and licensed in such states to transact a mortgage guaranty
      insurance business in such states and to write the insurance provided by the
      insurance policy issued by it, approved as an insurer by the Servicer or the
      Master Servicer, as applicable, and as a Fannie Mae-approved mortgage
      insurer.

     

    Rating
      Agency:
      Any
      nationally recognized statistical rating organization, or its successor, that
      rated the Notes at the request of the Depositor at the time of the initial
      issuance of the Notes. Initially, Standard & Poor’s, Fitch and Moody’s.
      References herein to the highest short term unsecured rating category of a
      Rating Agency shall mean A-1 or better in the case of Standard & Poor’s or
      Fitch and P-1 or better in the case of Moody’s and in the case of any other
      Rating Agency shall mean such equivalent ratings. References herein to the
      highest long-term rating category of a Rating Agency shall mean “AAA” in the
      case of Standard & Poor’s or Fitch and “Aaa” in the case of Moody’s and in
      the case of any other Rating Agency, such equivalent rating.

     

    Realized
      Loss:
      With
      respect to a Mortgage Loan, and as reported by the Servicer or to the Master
      Servicer, is (i) a Deficient Valuation, or (ii) as to any Liquidated Mortgage
      Loan, the unpaid principal balance thereof plus accrued and unpaid interest
      thereon at the Mortgage Rate through the last day of the month of liquidation
      less the Net Liquidation Proceeds with respect to such Mortgage Loan and the
      related Mortgaged Property.

     


    
      
         

      

      
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    Record
      Date:
      For
      each class of LIBOR Notes, and each Payment Date, will be the close of business
      on the Business Day immediately preceding such Payment Date; provided, however,
      if any such Note is no longer a Book-Entry Note, the “Record Date” for such
      class of Notes shall be the close of business on the last Business Day of the
      calendar month preceding such Payment Date. For each of the Class II-A Notes
      and
      Class II-M-1 Notes and each Payment Date, the close of business on the last
      Business Day of the calendar month preceding such Payment Date.

     

    Reference
      Banks:
      Any
      leading banks selected by the Securities Administrator and engaged in
      transactions in Eurodollar deposits in the international Eurocurrency market
      (i)
      with an established place of business in London, (ii) whose quotations appear
      on
      the Telerate Screen Page 3750 on the Interest Determination Date in question,
      (iii) which have been designated as such by the Securities Administrator, and
      (iv) which are not Affiliates of the Depositor, the Sponsor, the Master Servicer
      or the Servicer.

     

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

     

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

     

    Related
      Documents:
      With
      respect to each Mortgage Loan, the documents specified in Section 2.1(b) of
      the
      Mortgage Loan Purchase Agreement, and any documents required to be added to
      such
      documents pursuant to the Mortgage Loan Purchase Agreement, the Trust Agreement,
      Indenture or the Servicing Agreement.

     

    Relevant
      Servicing Criteria:
      Means
      with respect to any Servicing Function Participant, the Servicing Criteria
      applicable to such party, as set forth on Exhibit E to the Master Servicing
      Agreement. For clarification purposes, multiple parties can have responsibility
      for the same Relevant Servicing Criteria. With respect to a Servicing Function
      Participant engaged by the Master Servicer, the Securities Administrator, the
      Trustee or the Servicer, the term “Relevant Servicing Criteria” may refer to a
      portion of the Relevant Servicing Criteria applicable to such
      parties.

     

    Relief
      Act:
      The
      Servicemember’s Civil Relief Act, as amended.

     

    Relief
      Act Shortfall:
      As to
      any Payment Date and any Mortgage Loan (other than a Mortgage Loan relating
      to
      an REO Property), any shortfalls relating to the Relief Act or similar
      legislation or regulations.

     

    REMIC:
      A “real
      estate mortgage investment conduit” within the meaning of section 860D of the
      Code.

     


    
      
         

      

      
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    REMIC
      Certificates:
      Any of
      the certificates issued pursuant to the Underlying REMIC Trust Pooling and
      Servicing Agreement upon the REMIC Conversion, as described in the Trust
      Agreement.

     

    REMIC
      Conversion:
      The
      deposit by the Issuing Entity of the Mortgage Loans (but not any REO Properties)
      pursuant to a pooling and servicing agreement into a New York common law trust
      with respect to whose assets one or more REMIC elections shall be made,
      following the occurrence of a TMP Trigger Event and the other preconditions
      to
      such conversion set forth in the Indenture and the Trust Agreement. No REMIC
      Conversion shall occur unless (i) American Home Mortgage Investment Corp. shall
      have purchased all of the REO properties in the Trust Estate at their fair
      market value, (ii) the party who caused the TMP Trigger Event shall have
      contributed to the Trust Estate an amount equal to any allocation of Realized
      Losses on the Offered Notes, if any, resulting from the sale of the REO
      properties described in clause (i) above, and (iii) the entity seeking to
      separately transfer or hold any Class of Notes shall have made provision for
      payment satisfactory to the Owner Trustee, the Indenture Trustee, the Securities
      Administrator, the Master Servicer, the Paying Agent and the Note Registrar
      and
      others for any initial or ongoing additional administrative expenses associated
      with the REMIC elections made in connection with a REMIC
      Conversion.

     

    REMIC
      Notes:
      Each
      Class of Notes issued in connection with a REMIC Conversion in exchange for
      a
      Classes of Offered Notes then outstanding and bearing the same alpha numeric
      designation.

     

    REMIC
      Privately Offered Certificates:
      Certificates representing regular interests in one or more REMICs issued in
      exchange for Non-Offered Notes in connection with a REMIC
      Conversion.

     

    Remittance
      Report:
      The
      report prepared by the Servicer pursuant to Section 4.01 of the Servicing
      Agreement.

     

    REO
      Acquisition:
      The
      acquisition by the Servicer, on behalf of the Issuing Entity for the benefit
      of
      the Noteholders of any REO Property pursuant to Section 3.13 of the Servicing
      Agreement.

     

    REO
      Disposition:
      As to
      any REO Property, a determination by the Servicer that it has received
      substantially all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
      other payments and recoveries (including proceeds of a final sale) which the
      Servicer expects to be finally recoverable from the sale or other disposition
      of
      the REO Property.

     

    REO
      Imputed Interest:
      As to
      any REO Property, for any period, an amount equivalent to interest (at the
      Net
      Mortgage Rate that would have been applicable to the related Mortgage Loan
      had
      it been Outstanding) on the unpaid principal balance of the Mortgage Loan as
      of
      the date of acquisition thereof for such period as such balance is reduced
      pursuant to Section 3.13 of the Servicing Agreement by any income from the
      REO
      Property treated as a recovery of principal.

     

    REO
      Proceeds:
      Proceeds, net of expenses, received in respect of any REO Property (including,
      without limitation, proceeds from the rental of the related Mortgaged Property)
      which proceeds are required to be deposited into the Protected Account only
      upon
      the related REO Disposition.

     


    
      
         

      

      
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    REO
      Property:
      A
      Mortgaged Property that is acquired by the Trust by foreclosure or by deed
      in
      lieu of foreclosure.

     

    Reportable
      Event:
      Has the
      meaning set forth in Section 4.06 of the Master Servicing
      Agreement.

     

    Repurchase
      Price:
      With
      respect to any Mortgage Loan required to be repurchased by the Sponsor on any
      date pursuant to the Mortgage Loan Purchase Agreement or purchased by the
      Servicer pursuant to the Servicing Agreement an amount equal to the sum, without
      duplication, of (i) 100% of the Stated Principal Balance thereof (without
      reduction for any amounts charged off) and (ii) unpaid accrued interest at
      the
      Mortgage Rate on the outstanding principal balance thereof from the Due Date
      to
      which interest was last paid by the Mortgagor to the first day of the month
      following the month of purchase plus (iii) the amount of unreimbursed Monthly
      Advances or unreimbursed Servicing Advances made with respect to such Mortgage
      Loan plus (iv) any other amounts owed to the Master Servicer or the Servicer
      as
      applicable, pursuant to the Master Servicing Agreement or Servicing Agreement
      and not included in clause (iii) of this definition plus (v) any costs and
      damages incurred by the trust in connection with any violation by such loan
      of
      any predatory lending law.

     

    Repurchase
      Proceeds:
      The
      Repurchase Price in connection with any repurchase of a Mortgage Loan by the
      Sponsor and any cash deposit in connection with the substitution of a Mortgage
      Loan.

     

    Reserve
      Interest Rate:
      With
      respect to any Interest Determination Date, the rate per annum that the
      Securities Administrator determines to be either (i) the arithmetic mean
      (rounded upwards if necessary to the nearest whole multiple of 0.0625%) of
      the
      one-month, six-month or one-year (as applicable) United States dollar lending
      rates which New York City banks selected by the Securities Administrator are
      quoting on the relevant Interest Determination Date to the principal London
      offices of leading banks in the London interbank market or (ii) in the event
      that the Securities Administrator can determine no such arithmetic mean, the
      lowest one-month, six-month or one-year (as applicable) United States dollar
      lending rate which New York City banks selected by the Securities Administrator
      are quoting on such Interest Determination Date to leading European
      banks.

     

    Responsible
      Officer:
      With
      respect to the Indenture Trustee or the Securities Administrator, (a) any
      officer within the corporate trust department of the Indenture Trustee including
      any vice president, assistant vice president, treasurer, assistant treasurer,
      trust officer or any other officer of the Indenture Trustee who customarily
      performs functions similar to those performed by the persons who at the time
      shall be such officers, respectively, or to whom any corporate trust matter
      is
      referred because of such person’s knowledge of and familiarity with the
      particular subject and (b) who shall have direct responsibility for the
      administration of the applicable Agreement. 

     


    
      
         

      

      
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    Restricted
      Notes:
      The
      Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 and Class II-B
      Notes.

    


    Retained
      Notes:
      Any
      Class or portion of any such other class of Notes that is not a class of
      Restricted Notes and that is acquired by the Sponsor or one of its wholly owned
      “disregarded entities” at closing.

     

    Rolling
      Three Month Delinquency Rate:
      With
      respect to any Payment Date, the average of the Delinquency Rates for each
      of
      the three (or one and two, in the case of the first and second Payment Dates,
      respectively) immediately preceding months.

     

    Sarbanes-Oxley
      Act:
      Means
      the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
      promulgated thereunder (including any interpretations thereof by the
      Commission’s staff).

     

    Sarbanes-Oxley
      Certification:
      A
      written certification covering the activities of all Servicing Function
      Participants and signed by an officer of the Depositor that complies with (i)
      the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) Exchange
      Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided
      that
      if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b)
      the Rules referred to in clause (ii) are modified or superseded by any
      subsequent statement, rule or regulation of the Commission or any statement
      of a
      division thereof, or (c) any future releases, rules and regulations are
      published by the Commission from time to time pursuant to the Sarbanes-Oxley
      Act
      of 2002, which in any such case affects the form or substance of the required
      certification and results in the required certification being, in the reasonable
      judgment of the Depositor, materially more onerous that then form of the
      required certification as of the Closing Date, the Sarbanes-Oxley Certification
      shall be as agreed to by the Depositor and the Sponsor following a negotiation
      in good faith to determine how to comply with any such new
      requirements.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder.

     

    Securities
      Administrator:
      Wells
      Fargo Bank, N.A., a national banking association, and its successors and
      assigns.

     

    Securities
      Administrator Collection Account:
      The
      account established by the Securities Administrator pursuant to Section 3.06
      of
      the Master Servicing Agreement.

     

    Securities
      Intermediary:
      Deutsche Bank National Trust Company, or its successors and
      assigns.

     

    Security:
      Any of
      the Certificates or Notes.

     

    Securityholder
      or
Holder:
      Any
      Noteholder or a Certificateholder.

     

    Security
      Instrument:
      A
      written instrument creating a valid first lien on a Mortgaged Property securing
      a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
      deed to secure debt or security deed, including any riders or addenda
      thereto.

     


    
      
         

      

      
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    Senior
      Optimal Principal Amount:
      With
      respect to each of the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
      Notes, and each Payment Date will be an amount equal to the sum of the following
      (but in no event greater than the aggregate Note Principal Balances of each
      of
      the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Notes, as
      applicable, immediately prior to such Payment Date):

     

    (1) the
      applicable Senior Percentage of the principal portion of all Monthly Payments
      due on the Mortgage Loans in the related Loan Group on the related Due Date,
      as
      specified in the amortization schedule at the time applicable thereto (after
      adjustment for previous principal prepayments but before any adjustment to
      such
      amortization schedule by reason of any bankruptcy or similar proceeding or
      any
      moratorium or similar waiver or grace period);

     

    (2) the
      applicable Senior Prepayment Percentage of the Stated Principal Balance of
      each
      Mortgage Loan in the related Loan Group which was the subject of a prepayment
      in
      full received by the Servicer during the applicable Prepayment
      Period;

     

    (3) the
      applicable Senior Prepayment Percentage of all partial prepayments allocated
      to
      principal received during the applicable Prepayment Period;

     

    (4) the
      lesser of (a) the applicable Senior Prepayment Percentage of the sum of (i)
      all
      Net Liquidation Proceeds allocable to principal received in respect of each
      Mortgage Loan in the related Loan Group which became a Liquidated Mortgage
      Loan
      during the related Prepayment Period (other than Mortgage Loans described in
      the
      immediately following clause (ii)) and all Subsequent Recoveries received in
      respect of each Liquidated Mortgage Loan in the related Loan Group during the
      related Due Period and (ii) the Stated Principal Balance of each such Mortgage
      Loan in the related Loan Group purchased by an insurer from the Indenture
      Trustee during the related Prepayment Period pursuant to the related primary
      mortgage insurance policy, if any, or otherwise; and (b) the applicable Senior
      Percentage of the sum of (i) the Stated Principal Balance of each Mortgage
      Loan
      in the related Loan Group which became a Liquidated Mortgage Loan during the
      related Prepayment Period (other than the Mortgage Loans described in the
      immediately following clause (ii) and (ii) the Stated Principal Balance of
      each
      such Mortgage Loan in the related Loan Group that was purchased by an insurer
      from the Indenture Trustee during the related Prepayment Period pursuant to
      the
      related primary mortgage insurance policy, if any or otherwise; and

     

    (5) the
      applicable Senior Prepayment Percentage of the sum of (a) the Stated Principal
      Balance of each Mortgage Loan in the related Loan Group which was repurchased
      by
      the Sponsor in connection with such Payment Date and (b) the excess, if any,
      of
      the Stated Principal Balance of each Mortgage Loan in the related Loan Group
      that has been replaced by the Sponsor with a substitute Mortgage Loan pursuant
      to the Mortgage Loan Purchase Agreement in connection with such Payment Date
      over the Stated Principal Balance of each such substitute Mortgage
      Loan.

     

    Senior
      Percentage:
      With
      respect to Loan Group II-C, the lesser of (a) 100% and (b) the percentage
      (carried to six places rounded up) obtained by dividing the aggregate Note
      Principal Balance of the Class II-A-1 Notes and Class II-A-2 Notes, immediately
      prior to such Payment Date, by the aggregate Stated Principal Balance of the
      Group II-C Loans as of the beginning of the related Due Period. With respect
      to
      Loan Group II-NC, the lesser of (a) 100% and (b) the percentage (carried to
      six
      places rounded up) obtained by dividing the aggregate Note Principal Balance
      of
      the Class II-A-3 Notes and Class II-A-4 Notes, immediately prior to such Payment
      Date, by the aggregate Stated Principal Balance of the Group II-NC Loans as
      of
      the beginning of the related Due Period.

     


    
      
         

      

      
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    Senior
      Prepayment Percentage:
      The
      Senior Prepayment Percentage for the Class II-A-1, Class II-A-2, Class II-A-3
      and Class II-A-4 Notes, on any Payment Date occurring during the periods set
      forth below will be as follows:

     

    
      	
              Period
                (dates inclusive)

            	 	
              Senior
                Prepayment Percentage

            
	 	 	 
	
              April
                25, 2006 - March 25, 2013

            	 	
              100%
                

            
	 	 	 
	
              April
                25, 2013 - March 25, 2014

            	 	
              Senior
                Percentage for the related Senior Notes plus 70% of the related
                Subordinate Percentage.

            
	 	 	 
	
              April
                25, 2014 - March 25, 2015

            	 	
              Senior
                Percentage for the related Senior Notes plus 60% of the related
                Subordinate Percentage.

            
	 	 	 
	
              April
                25, 2015 - March 25, 2016

            	 	
              Senior
                Percentage for the related Senior Notes plus 40% of the related
                Subordinate Percentage.

            
	 	 	 
	
              April
                25, 2016 - March 25, 2017

            	 	
              Senior
                Percentage for the related Senior Notes plus 20% of the related
                Subordinate Percentage.

            
	 	 	 
	
              April
                25, 2017 and thereafter 

            	 	
              Senior
                Percentage for the related Senior
                Notes.

            


    

     

    Any
      scheduled reduction to the related Senior Prepayment Percentage for the Class
      II-A Notes shall not be made as of any Payment Date unless, as of the last
      day
      of the month preceding such Payment Date (1) the aggregate Stated Principal
      Balance of the Mortgage Loans delinquent 60 days or more (including for this
      purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage
      Loans with respect to which the related mortgaged property has been acquired
      by
      the trust) averaged over the last six months, as a percentage of the aggregate
      Note Principal Balance of the Group II Subordinate Notes does not exceed 50%
      and
      (2) cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30%
      of
      the aggregate Note Principal Balance of the Original Subordinate Principal
      Balance if such Payment Date occurs between and including April 2013 and March
      2014, (b) 35% of the Original Subordinate Principal Balance if such Payment
      Date
      occurs between and including April 2014 and March 2015, (c) 40% of the Original
      Subordinate Principal Balance if such Payment Date occurs between and including
      April 2015 and March 2016, (d) 45% of the Original Subordinate Principal Balance
      if such Payment Date occurs between and including April 2016 and March 2017
      and
      (e) 50% of the Original Subordinate Principal Balance if such Payment Date
      occurs during or after April 2017.

     


    
      
         

      

      
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    In
      addition, if on or before the Payment Date in March 2009, the aggregate
      Subordinate Percentage for such Payment Date is equal to or greater than two
      times the initial aggregate Subordinate Percentage, and the aggregate Stated
      Principal Balance of the Mortgage Loans delinquent 60 days or more (including
      for this purpose any such Mortgage Loans in foreclosure and bankruptcy and
      such
      Mortgage Loans with respect to which the related mortgaged property has been
      acquired by the trust), averaged over the last six months, as a percentage
      of
      the aggregate Note Principal Balance of the Group II Subordinate Notes does
      not
      exceed 50% and cumulative Realized Losses on the Mortgage Loans as of the end
      of
      the related Prepayment Period do not exceed 20% of the Original Subordinate
      Principal Balance, then, in each case, the Senior Prepayment Percentages for
      the
      Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Notes for such Payment
      Date will equal the Senior Percentage for the Class II-A-1, Class II-A-2, Class
      II-A-3 and Class II-A-4 Notes, respectively, plus 50% of the related Subordinate
      Percentage on such Payment Date. If after the Payment Date in March 2009,
      the aggregate Subordinate Percentage is equal to or greater than two times
      the
      initial aggregate Subordinate Percentage, and the aggregate Stated Principal
      Balance of the Mortgage Loans delinquent 60 days or more (including for this
      purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage
      Loans with respect to which the related mortgaged property has been acquired
      by
      the trust), averaged over the last six months, as a percentage of the aggregate
      Note Principal Balance of the Group II Subordinate Notes does not exceed 50%
      and
      the cumulative Realized Losses do not exceed 30% of the Original Subordinate
      Principal Balance, then the Senior Prepayment Percentages for the Class II-A-1,
      Class II-A-2, Class II-A-3 and Class II-A-4 Notes for such Payment Date, will
      equal the Senior Percentage for the Class II-A-1, Class II-A-2, Class II-A-3
      and
      Class II-A-4 Notes, respectively.

     

    Notwithstanding
      the foregoing, if on any Payment Date, the percentage, the numerator of which
      is
      the aggregate Note Principal Balance of the Class II-A Notes immediately
      preceding such Payment Date, and the denominator of which is the aggregate
      Stated Principal Balance of the Mortgage Loans in Loan Group II-C and Loan
      Group
      II-NC as of the beginning of the related Due Period, exceeds such percentage
      as
      of the Cut-off Date, then the Senior Prepayment Percentage with respect to
      the
      Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Notes for such Payment
      Date will equal 100%.

     

    Servicer:
      American Home Mortgage Servicing, Inc., a Maryland corporation, and its
      successors and assigns.

     

    Servicer
      Remittance Date:
      The
      fourth Business Day prior to the each Payment Date.

     

    Service(s)(ing):
      Means,
      in accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Issuing Entity by an entity that
      meets
      the definition of “servicer’ set forth in Item 1101 of Regulation AB and is
      subject to the disclosure requirements set forth in 1108 of Regulation AB.
      For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    Servicing
      Account:
      The
      separate trust account created and maintained by the Servicer with respect
      to
      the Mortgage Loans or REO Property, which shall be an Eligible Account, for
      collection of taxes, assessments, insurance premiums and comparable items as
      described in Section 3.08 of the Servicing Agreement.

     


    
      
         

      

      
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    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses incurred
      in connection with a default, delinquency or other unanticipated event in the
      performance by the Servicer or any Subservicer of its servicing obligations,
      including, without duplication, but not limited to, the cost of (i) the
      preservation, restoration and protection of a Mortgaged Property, (ii) any
      enforcement or judicial proceedings, including foreclosures and any expenses
      incurred in relation to any such proceedings that result from the Mortgage
      Loan
      being registered on the MERS® System, (iii) the management and liquidation of
      any REO Property, (iv) compliance with the obligations under Sections 3.10,
      3.11, 3.13 of the Servicing Agreement, (v) covering any expenses incurred by
      or
      on behalf of the Servicer in connection with obtaining Insurance Proceeds and
      (vi) that is applied to the restoration or repair of the related Mortgaged
      Property.

     

    Servicing
      Agreement:
      The
      Servicing Agreement dated as of March 29, 2006, among the Sponsor, Servicer,
      the
      Master Servicer, Issuing Entity and Indenture Trustee.

     

    Servicing
      Certificate:
      A
      certificate completed and executed by a Servicing Officer on behalf of the
      Servicer in accordance with Section 4.01 of the Servicing
      Agreement.

     

    Servicing
      Criteria:
      Means
      the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
      may be amended from time to time.

     

    Servicing
      Default:
      The
      meaning assigned in Section 6.01 of the Servicing Agreement.

     

    Servicing
      Fee:
      With
      respect to each Mortgage Loan and any Payment Date, the fee payable monthly
      to
      the Servicer in respect of servicing compensation that accrues at an annual
      rate
      equal to the Servicing Fee Rate multiplied by the Stated Principal Balance
      of
      such Mortgage Loan as of the first day of the related Due Period.

     

    Servicing
      Fee Rate:
      With
      respect to any adjustable rate Mortgage Loan with an original principal balance
      of less than or equal to $417,000,
      0.375% per annum, and with respect to any adjustable rate Mortgage Loan with
      an
      original principal balance of greater than $417,000, 0.25% per
      annum.

     

    Servicing
      Function Participant:
      Means
      the Servicer, the Indenture Trustee, the Master Servicer and the Securities
      Administrator, any Subservicer, Subcontractor or affiliates of any of the
      foregoing, or any other Person, that is participating in the servicing function
      within the meaning of Item 1122 of Regulation AB performing activities addressed
      by the Servicing Criteria, unless such Person’s activities relate only to five
      percent (5%) or less of the Mortgage Loans.

     

    Servicing
      Officer:
      Any
      officer of the Servicer or the Master Servicer, as applicable, involved in,
      or
      responsible for, the administration and servicing (or master servicing, as
      applicable) of the Mortgage Loans whose name and specimen signature appear
      on a
      list of servicing officers furnished to the Indenture Trustee or the Master
      Servicer, as applicable, by the Servicer or the Master Servicer, as applicable,
      on the Closing Date, as such list may be amended from time to time.

     


    
      
         

      

      
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    Servicing
      Rights Pledgee:
      One or
      more lenders, selected by the Servicer, to which the Servicer may pledge and
      assign all of its right, title and interest in, to and under the Servicing
      Agreement, including Bank of America, N.A., as the representative of certain
      lenders.

     

    Servicing
      Trigger Event:
      A
      Servicing Trigger Event is in effect with respect to any Payment Date if
      either:

     

    the
      Rolling Three Month Delinquency Rate for the Mortgage Loans is greater than
      6%;
      or

    the
      cumulative amount of Realized Losses incurred on the Group I Mortgage Loans
      from
      the Cut-off Date through the end of the calendar month immediately preceding
      such Payment Date exceeds the applicable percentage set forth below of the
      aggregate Group I Cut-off Date Balance:

    


    
      	 	
              0.20%
                with respect to each month up to April 2007

            
	 	
              0.20%
                with respect to May 2007, plus an additional 1/12th of 0.25% for
                each
                month thereafter until April 2008

            
	 	
              0.45%
                with respect to May 2008, plus an additional 1/12th of 0.80% for
                each
                month thereafter until April 2009

            
	 	
              1.25%
                with respect to May 2009, plus an additional 1/12th of 1.05% for
                each
                month thereafter until April 2010

            
	 	
              2.30%
                with respect to May 2010, plus an additional 1/12th of 0.85% for
                each
                month thereafter until April 2011

            
	 	
              3.15%
                with respect to May 2011, plus an additional 1/12th of 0.70% for
                each
                month thereafter until April 2012

            
	 	
              3.85%
                with respect to May 2012, plus an additional 1/12th
                of
                0.15% for each month thereafter until April 2013

            
	 	
              4.00%
                with respect to May 2013, and each month
                thereafter

            


    

    


    provided,
      however, that if the Servicer is rated “SQ2-” or better by Moody’s on any date,
      the Servicing Trigger Event will no longer be in effect with respect to any
      Payment Date thereafter.

     

    Six-Month
      LIBOR:
      With
      respect to any Accrual Period, the rate determined by the Securities
      Administrator on the related Interest Determination Date on the basis of the
      London interbank offered rate for six-month United States dollar deposits,
      as
      such rates appear on the Telerate Screen Page 3750, as of 11:00 a.m. (London
      time) on such Interest Determination Date.

     

    In
      the
      event that on any Interest Determination Date, Telerate Screen Page 3750 fails
      to indicate the London interbank offered rate for six-month United States dollar
      deposits, then Six-Month LIBOR for the related Accrual Period will be
      established by the Securities Administrator as follows:

     

    (i) If
      on
      such Interest Determination Date two or more Reference Banks provide such
      offered quotations, Six-Month LIBOR for the related Accrual Period shall be
      the
      arithmetic mean of such offered quotations (rounded upwards if necessary to
      the
      nearest whole multiple of 1/16%).

     


    
      
         

      

      
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    (ii) If
      on
      such Interest Determination Date fewer than two Reference Banks provide such
      offered quotations, Six-Month LIBOR for the related Accrual Period shall be
      the
      higher of (i) Six-Month LIBOR as determined on the previous Interest
      Determination Date and (ii) the Reserve Interest Rate.

     

    (iii) If
      no
      such quotations can be obtained and no Reference Bank rate is available,
      Six-Month LIBOR will be the Six-Month LIBOR rate applicable to the preceding
      Accrual Period.

     

    The
      establishment of Six-Month LIBOR on each Interest Determination Date by the
      Securities Administrator and the Securities Administrator’s calculation of the
      applicable Note Interest Rate applicable for the related Accrual Period shall
      (in the absence of manifest error) be final and binding.

     

    Sponsor:
      American Home Mortgage Acceptance, Inc., a Maryland corporation, and its
      successors and assigns.

     

    Standard
      & Poor’s:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or its
      successor in interest.

     

    Stated
      Principal Balance:
      With
      respect to any Mortgage Loan or related REO Property as of any date of
      determination, (i) the principal balance of the Mortgage Loan outstanding as
      of
      the Cut-off Date, after application of all scheduled Monthly Payments due on
      or
      before such date, whether or not received, minus (ii) the sum of (a) the
      principal portion of the Monthly Payments due with respect to such Mortgage
      Loan
      or REO Property during each Due Period ending prior to the most recent Payment
      Date which were received or with respect to which an Monthly Advance was made,
      (b) all Principal Prepayments with respect to such Mortgage Loan or REO
      Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds
      to
      the extent applied by the Servicer as recoveries of principal in accordance
      with
      Section 3.13 of the Servicing Agreement, with respect to such Mortgage Loan
      or
      REO Property, which were distributed pursuant to Section 3.05 of the Indenture
      on any previous Payment Date, and (c) the principal portion of any Realized
      Loss
      with respect thereto allocated pursuant to Section 3.38 of the Indenture for
      any
      previous Payment Date; provided that the Stated Principal Balance of any
      Liquidated Mortgage Loan is zero. 

     

    Statutory
      Trust Statute:
      Chapter
      38 of Title 12 of the Delaware Code, 12 Del.
      Code
§§3801 et seq.,
      as the
      same may be amended from time to time.

     

    Stepdown
      Date:
      With
      respect to the Group I Loans, the later to occur of (x) the Payment Date
      occurring in April 2009 and (y) the first Payment Date for which the Credit
      Enhancement Percentage for the Class I-A Notes (calculated for this purposes
      only after taking into account distributions of principal on the Group I Loans,
      but prior to any payment of the related Principal Distribution Amount for those
      Notes then entitled to payments of principal on that Payment Date) is greater
      than or equal to (i) prior to the Payment Date in March 2012, approximately
      16.25% and (ii) on or after the Payment Date in March 2012, approximately
      13.00%.

     


    
      
         

      

      
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    Step-Up
      Date:
      With
      respect to the Class I-A Notes and Class I-M Notes, the Payment Date occurring
      after the first Payment Date for which the aggregate Stated Principal Balance
      of
      the Group I Loans as of the end of the related Due Period has been reduced
      to
      20% or less of the Group I Cut-off Date Balance.

     

    Subordinate
      Optimal Principal Amount:
      With
      respect to the Group II Subordinate Notes and each Payment Date will be an
      amount equal to the sum of the following from Loan Group II-C and Loan Group
      II-NC (but in no event greater than the aggregate Note Principal Balances of
      the
      Group II Subordinate Notes immediately prior to such Payment Date):

     

    
      	
            	(1)	
              the
                applicable Subordinate Percentage of the principal portion of all
                Monthly
                Payments due on each Mortgage Loan in the related Loan Group on the
                related Due Date, as specified in the amortization schedule at the
                time
                applicable thereto (after adjustment for previous principal prepayments
                but before any adjustment to such amortization schedule by reason
                of any
                bankruptcy or similar proceeding or any moratorium or similar waiver
                or
                grace period);

            


    

     

    
      	
            	(2)	
              the
                applicable Subordinate Prepayment Percentage of the Stated Principal
                Balance of each Mortgage Loan in the related Loan Group which was
                the
                subject of a prepayment in full received by the Servicer during the
                applicable Prepayment Period;

            


    

     

    
      	
            	(3)	
              the
                applicable Subordinate Prepayment Percentage of all partial prepayments
                of
                principal received during the applicable Prepayment Period for each
                Mortgage Loan in the related Loan
                Group;

            


    

     

    
      	
            	(4)	
              the
                excess, if any, of (a) the Net Liquidation Proceeds allocable to
                principal
                received during the related Prepayment Period in respect of each
                Liquidated Mortgage Loan in the related Loan Group and all Subsequent
                Recoveries received in respect of each Liquidated Mortgage Loan in
                the
                related Loan Group during the related Due Period over (b) the sum
                of the
                amounts distributable to the Holders of the related Senior Notes
                pursuant
                to clause (4) of the definition of “Senior Optimal Principal Amount” on
                such Payment Date;

            


    

     

    
      	
            	(5)	
              the
                applicable Subordinate Prepayment Percentage of the sum of (a) the
                Stated
                Principal Balance of each Mortgage Loan in the related Loan Group
                which
                was repurchased by the Sponsor in connection with such Payment Date
                and
                (b) the difference, if any, between the Stated Principal Balance
                of each
                Mortgage Loan in the related Loan Group that has been replaced by
                the
                Sponsor with a substitute Mortgage Loan pursuant to the Mortgage
                Loan
                Purchase Agreement in connection with such Payment Date and the Stated
                Principal Balance of each such substitute mortgage loan;
                and

            


    

     

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

     

    
      	
            	(6)	
              on
                the Payment Date on which the Note Principal Balances of the related
                Group
                II Senior Notes have all been reduced to zero, 100% of any applicable
                Senior Optimal Principal Amount. 

            


    

     

    Subordinate
      Percentage:
      As of
      any Payment Date and with respect to Loan Group II-C and Loan Group II-NC,
      100%
      minus the related Senior Percentage for the Class II-A-1, Class II-A-2, Class
      II-A-3 and Class II-A-4 Notes related to such Loan Group. The initial
      Subordinate Percentage for each of Loan Group II-C and Loan Group II-NC will
      be
      approximately 6.25%.

     

    Subordinate
      Prepayment Percentage:
      As of
      any Payment Date and with respect to Loan Group II-C and Loan Group II-NC,
      100%
      minus the related Senior Prepayment Percentage for such Loan Group, except
      that
      on any Payment Date after the Note Principal Balance of each class of Group
      II
      Senior Notes of the related Note Group have each been reduced to zero, if (A)
      the weighted average of the Subordinate Percentages on such Payment Date equals
      or exceeds two times the initial weighted average of the Subordinate Percentages
      and (B) the aggregate Stated Principal Balance of the Mortgage Loans delinquent
      60 days or more (including for this purpose any such Mortgage Loans in
      foreclosure and bankruptcy and Mortgage Loans with respect to which the related
      mortgaged property has been acquired by the trust), averaged over the last
      six
      months, as a percentage of the sum of the aggregate Note Principal Balance
      of
      the Group II Subordinate Notes does not exceed 50%, the Subordinate Prepayment
      Percentage for the Group II Subordinate Notes with respect to such Loan Group
      will equal 100%. If the above test is not satisfied on any Payment Date after
      the Note Principal Balance of each class of Senior Notes of the related Note
      Group have each been reduced to zero, then the Subordinate Prepayment Percentage
      with respect to such Loan Group shall equal zero for such Payment
      Date.

     

    Subsequent
      Recoveries:
      Unexpected recoveries, net of reimbursable expenses, with respect to a
      Liquidated Mortgage Loan that resulted in a Realized Loss in a month prior
      to
      the receipt of such recoveries.

     

    Subservicing
      Account:
      An
      Eligible Account established or maintained by a Subservicer as provided for
      in
      Section 3.06(e) of the Servicing Agreement.

     

    Substitution
      Adjustment Amount:
      With
      respect to any Eligible Substitute Mortgage Loan, the amount as defined in
      Section 2.03 of the Servicing Agreement.

     

    Telerate
      Screen Page 3750:
      The
      display designated as page 3750 on the Telerate Service (or such other page
      as
      may replace page 3750 on that service for the purpose of displaying London
      interbank offered rates of major banks).

     

    TMP
      Trigger Event:
      Delivery of written notification to the Master Servicer, the Securities
      Administrator, and the Indenture Trustee that the Equity Securities are no
      longer owned by a REIT directly or indirectly through one or by a “disregarded
      entity”.

     

    Transferor:
      The
      Holder of the Certificates as shown on the Certificate Register.

     

    Treasury
      Regulations:
      Regulations, including proposed or temporary Regulations, promulgated under
      the
      Code. References herein to specific provisions of proposed or temporary
      regulations shall include analogous provisions of final Treasury Regulations
      or
      other successor Treasury Regulations.

     


    
      
         

      

      
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    Trigger
      Event:
      With
      respect to Loan Group I, a Trigger Event is in effect with respect to any
      Payment Date on and after the related Stepdown Date if either:


    
      	 	
              1.

            	
              the
                Rolling Three Month Delinquency Rate for the Group I Loans as of
                the close
                of business on the last day of the preceding calendar month exceeds
                approximately 37.00% of the aggregate Note Principal Balance of the
                Class
                I-M Notes plus the aggregate Overcollateralized Amount for Loan Group
                I,
                divided by the aggregate Stated Principal Balance of the Group I
                Loans;
                or

            


    

     

    
      	 	
              2.

            	
              the
                cumulative amount of Realized Losses incurred on the Group I Loans
                from
                the Cut-off Date through the end of the calendar month immediately
                preceding such Payment Date exceeds the applicable percentage set
                forth
                below of the aggregate Stated Principal Balance of the Group I Loans
                as of
                the Cut-off Date:

            


    

     

    
      	
              April
                2009 to March 2010

            	
              0.75%

            
	
              April
                2010 to March 2012

            	
              1.00%

            
	
              April
                2012 and thereafter

            	
              1.25%

            


    

    


     

    Trust:
      The
      American Home Mortgage Investment Trust 2006-1 to be created pursuant to the
      Trust Agreement.

     

    Trust
      Agreement:
      The
      Amended and Restated Trust Agreement dated as of March 29, 2006, among the
      Owner
      Trustee, the Depositor and Deutsche Bank National Trust Company, as Certificate
      Registrar and Certificate Paying Agent, relating to the Trust.

     

    Trust
      Estate:
      The
      meaning specified in the Granting Clause of the Indenture.

     

    Trust
      Indenture Act or TIA:
      The
      Trust Indenture Act of 1939, as amended from time to time, as in effect on
      any
      relevant date.

     

    UCC:
      The
      Uniform Commercial Code, as amended from time to time, as in effect in any
      specified jurisdiction.

     

    Uncapped
      Floater Fee:
      With
      respect to each Cap Contract and each Payment Date, an amount equal to the
      product of (i) the related Uncapped Floater Fee Rate, (ii) 30 divided by 360
      and
      (iii) the Note Principal Balance of the related class of Uncapped Notes
      immediately prior to such Payment Date.

     

    Uncapped
      Floater Fee Rate:
      With
      respect to each Cap Contract, the uncapped floater fee rate as set forth in
      such
      Cap Contracts.

     

    Uncapped
      Notes:
      The
      Class I-1A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2 and Class
      I-M-3
      Notes.

     


    
      
         

      

      
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    Underlying
      REMIC Trust:
      The new
      trust to be created pursuant to the Underlying REMIC Trust Pooling and Servicing
      Agreement upon the REMIC Conversion.

     

    Underlying
      REMIC Trust Pooling and Servicing Agreement:
      The new
      pooling and servicing agreement to be entered into by the parties identified
      therein upon the REMIC Conversion, pursuant to which, among other events
      contemplated by the REMIC Conversion, the Underlying REMIC Trust will be formed
      and the REMIC Certificates will be issued.


    Underwriters:
      With
      respect to the Class I-1A-1, Class I-2A-1, Class I-A-2, Class I-A-3, Class
      I-M-1, Class I-M-2 and Class I-M-3 Notes, Barclays Capital Inc., Bear, Stearns
      & Co. Inc., ABN AMRO Incorporated and Greenwich Capital Markets, Inc., and
      with respect to Class II-A-1, Class II-A-3 and Class II-M-1 Notes, Lehman
      Brothers Inc., ABN AMRO Incorporated and Greenwich Capital Markets,
      Inc.

     

    Uninsured
      Cause:
      Any
      cause of damage to property subject to a Mortgage that the complete restoration
      of such property is not fully reimbursable by the hazard insurance
      policies.

     

    Unpaid
      Interest Shortfall:
      For
      each Class of Notes and any Payment Date, such Notes’ pro rata share, based on
      the amount of Accrued Note Interest otherwise payable on such Note on such
      Payment Date, of (a) any Prepayment Interest Shortfalls, to the extent not
      covered by Compensating Interest, and (b) any Relief Act Shortfalls, in each
      case to the extent incurred with respect to the related Mortgage
      Loans.

     

    
      
         

      

      
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