Unassociated Document


    ISAC
      MBN
      TRUST SERIES 200_ - __

    


     

    Issuing
      Entity

     

    


     

    and

     

    


     

    [Name
      of
      Indenture Trustee]

     

    


    Indenture
      Trustee

     

    


     

    _______________________________

     

    INDENTURE

     

    Dated
      as
      of _____ __, 200_

     

    _______________________________

     

    


     

    


     

    


     

    MORTGAGE-BACKED
      NOTES

     

    


     

    ________________

     

    


    


    



    TABLE
      OF
      CONTENTS

     

     

    

      
        
          	
                  ARTICLE
                    I

                  Definitions

                   

                
	
                  Section
                    1.01.

                	
                  Definitions

                
	
                  Section
                    1.02.

                	
                  Incorporation
                    by Reference of Trust Indenture Act

                
	
                  Section
                    1.03.

                	
                  Rules
                    of Construction

                   

                
	
                  ARTICLE
                    II

                  Original
                    Issuance of Notes

                   

                
	
                  Section
                    2.01.

                	
                  Form

                
	
                  Section
                    2.02.

                	
                  Execution,
                    Authentication and Delivery

                   

                
	
                  ARTICLE
                    III

                  Covenants

                   

                
	
                  Section
                    3.01.

                	
                  Collection
                    of Payments With Respect to the Mortgage Loans

                
	
                  Section
                    3.02.

                	
                  Maintenance
                    of Office or Agency

                
	
                  Section
                    3.03.

                	
                  Money
                    for Payments to be Held in Trust; Paying Agent

                
	
                  Section
                    3.04.

                	
                  Existence

                
	
                  Section
                    3.05.

                	
                  Payment
                    of Principal and Interest; Defaulted Interest

                
	
                  Section
                    3.06.

                	
                  Protection
                    of Trust Estate

                
	
                  Section
                    3.07.

                	
                  Opinions
                    as to Trust Estate

                
	
                  Section
                    3.08.

                	
                  Performance
                    of Obligations; Servicing Agreement

                
	
                  Section
                    3.09.

                	
                  Negative
                    Covenants

                
	
                  Section
                    3.10.

                	
                  Annual
                    Statement as to Compliance

                
	
                  Section
                    3.11.

                	
                  Recording
                    of Assignments

                
	
                  Section
                    3.12.

                	
                  Representations
                    and Warranties Concerning the Mortgage Loans

                
	
                  Section
                    3.13.

                	
                  Amendments
                    to Servicing Agreement

                
	
                  Section
                    3.14.

                	
                  Master
                    Servicer as Agent and Bailee of the Mortgage Loans
                    Holder

                
	
                  Section
                    3.15.

                	
                  Investment
                    Company Act

                
	
                  Section
                    3.16.

                	
                  Issuing
                    Entity May Consolidate, Etc

                
	
                  Section
                    3.17.

                	
                  Successor
                    or Transferee

                
	
                  Section
                    3.18.

                	
                  No
                    Other Business

                
	
                  Section
                    3.19.

                	
                  No
                    Borrowing

                
	
                  Section
                    3.20.

                	
                  Guarantees,
                    Loans, Advances and Other Liabilities

                
	
                  Section
                    3.21.

                	
                  Capital
                    Expenditures

                
	
                  Section
                    3.22.

                	
                  [Reserved].

                
	
                  Section
                    3.23.

                	
                  Restricted
                    Payments

                
	
                  Section
                    3.24.

                	
                  Notice
                    of Events of Default

                
	
                  Section
                    3.25.

                	
                  Further
                    Instruments and Acts

                
	
                  Section
                    3.26.

                	
                  Statements
                    to Noteholders

                
	
                  Section
                    3.27.

                	
                  Determination
                    of Note Interest Rate

                
	
                  Section
                    3.28.

                	
                  Payments
                    Under the Credit Enhancement Instrument

                
	
                  Section
                    3.29.

                	
                  Replacement
                    Credit Enhancement Instrument

                   

                
	
                  ARTICLE
                    IV

                  The
                    Notes; Satisfaction and Discharge of Indenture

                   

                
	
                  Section
                    4.01.

                	
                  The
                    Notes

                
	
                  Section
                    4.02.

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

                
	
                  Section
                    4.03.

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Notes

                
	
                  Section
                    4.04.

                	
                  Persons
                    Deemed Owners

                
	
                  Section
                    4.05.

                	
                  Cancellation

                
	
                  Section
                    4.06.

                	
                  Book-Entry
                    Notes

                
	
                  Section
                    4.07.

                	
                  Notices
                    To Depository

                
	
                  Section
                    4.08.

                	
                  Definitive
                    Notes

                
	
                  Section
                    4.09.

                	
                  Tax
                    Treatment

                
	
                  Section
                    4.10.

                	
                  Satisfaction
                    and Discharge of Indenture

                
	
                  Section
                    4.11.

                	
                  Application
                    of Trust Money

                
	
                  Section
                    4.12.

                	
                  Subrogation
                    and Cooperation

                
	
                  Section
                    4.13.

                	
                  Repayment
                    of Monies Held by Paying Agent

                
	
                  Section
                    4.14.

                	
                  Temporary
                    Notes

                   

                
	
                  ARTICLE
                    V

                  Default
                    and Remedies

                   

                
	
                  Section
                    5.01.

                	
                  Events
                    of Default

                
	
                  Section
                    5.02.

                	
                  Acceleration
                    of Maturity; Rescission and Annulment

                
	
                  Section
                    5.03.

                	
                  Collection
                    of Indebtedness and Suits For Enforcement by Indenture
                    Trustee

                
	
                  Section
                    5.04.

                	
                  Remedies;
                    Priorities

                
	
                  Section
                    5.05.

                	
                  Optional
                    Preservation of the Trust Estate

                
	
                  Section
                    5.06.

                	
                  Limitation
                    of Suits

                
	
                  Section
                    5.07.

                	
                  Unconditional
                    Rights of Noteholders to Receive Principal and Interest

                
	
                  Section
                    5.08.

                	
                  Restoration
                    of Rights and Remedies

                
	
                  Section
                    5.09.

                	
                  Rights
                    and Remedies Cumulative

                
	
                  Section
                    5.10.

                	
                  Delay
                    or Omission Not a Waiver

                
	
                  Section
                    5.11.

                	
                  Control
                    by Noteholders

                
	
                  Section
                    5.12.

                	
                  Waiver
                    of Past Defaults

                
	
                  Section
                    5.13.

                	
                  Undertaking
                    For Costs

                
	
                  Section
                    5.14.

                	
                  Waiver
                    of Stay or Extension Laws

                
	
                  Section
                    5.15.

                	
                  Sale
                    of Trust Estate

                
	
                  Section
                    5.16.

                	
                  Action
                    on Notes

                
	
                  Section
                    5.17.

                	
                  Performance
                    and Enforcement of Certain Obligations

                   

                
	
                  ARTICLE
                    VI

                  The
                    Indenture Trustee

                   

                
	
                  Section
                    6.01.

                	
                  Duties
                    of Indenture Trustee

                
	
                  Section
                    6.02.

                	
                  Rights
                    of Indenture Trustee

                
	
                  Section
                    6.03.

                	
                  Individual
                    Rights of Indenture Trustee

                
	
                  Section
                    6.04.

                	
                  Indenture
                    Trustee’s Disclaimer

                
	
                  Section
                    6.05.

                	
                  Notice
                    of Event of Default

                
	
                  Section
                    6.06.

                	
                  Reports
                    by Indenture Trustee To Holders

                
	
                  Section
                    6.07.

                	
                  Compensation
                    and Indemnity

                
	
                  Section
                    6.08.

                	
                  Replacement
                    of Indenture Trustee

                
	
                  Section
                    6.09.

                	
                  Successor
                    Indenture Trustee by Merger

                
	
                  Section
                    6.10.

                	
                  Appointment
                    of Co-Indenture Trustee or Separate Indenture Trustee

                
	
                  Section
                    6.11.

                	
                  Eligibility;
                    Disqualification

                
	
                  Section
                    6.12.

                	
                  Preferential
                    Collection of Claims Against Issuing Entity

                
	
                  Section
                    6.13.

                	
                  Representation
                    and Warranty

                
	
                  Section
                    6.14.

                	
                  Directions
                    to Indenture Trustee

                
	
                  Section
                    6.15.

                	
                  No
                    Consent to Certain Acts of Depositor

                
	
                  Section
                    6.16.

                	
                  Indenture
                    Trustee May Own Securities

                   

                
	
                  ARTICLE
                    VII

                  Noteholders’
                    Lists and Reports

                   

                
	
                  Section
                    7.01.

                	
                  Issuing
                    Entity to Furnish Indenture Trustee Names and Addresses of
                    Noteholders

                
	
                  Section
                    7.02.

                	
                  Preservation
                    of Information; Communications to Noteholders

                
	
                  Section
                    7.03.

                	
                  Reports
                    by Issuing Entity

                
	
                  Section
                    7.04.

                	
                  Reports
                    by Indenture Trustee

                
	
                  Section
                    7.05.

                	
                  Reports
                    Filed with Securities and Exchange Commission.

                   

                
	
                  ARTICLE
                    VIII

                  Accounts,
                    Disbursements and Releases

                   

                
	
                  Section
                    8.01.

                	
                  Collection
                    of Money

                
	
                  Section
                    8.02.

                	
                  Trust
                    Accounts

                
	
                  Section
                    8.03.

                	
                  Officer’s
                    Certificate

                
	
                  Section
                    8.04.

                	
                  Termination
                    Upon Distribution to Noteholders

                
	
                  Section
                    8.05.

                	
                  Release
                    of Trust Estate

                
	
                  Section
                    8.06.

                	
                  Surrender
                    of Notes Upon Final Payment

                   

                
	
                  ARTICLE
                    IX

                  Supplemental
                    Indentures

                   

                
	
                  Section
                    9.01.

                	
                  Supplemental
                    Indentures Without Consent of Noteholders

                
	
                  Section
                    9.02.

                	
                  Supplemental
                    Indentures With Consent of Noteholders

                
	
                  Section
                    9.03.

                	
                  Execution
                    of Supplemental Indentures

                
	
                  Section
                    9.04.

                	
                  Effect
                    of Supplemental Indenture

                
	
                  Section
                    9.05.

                	
                  Conformity
                    With Trust Indenture Act

                
	
                  Section
                    9.06.

                	
                  Reference
                    in Notes to Supplemental Indentures

                   

                
	
                  ARTICLE
                    X

                  Miscellaneous

                   

                
	
                  Section
                    10.01.

                	
                  Compliance
                    Certificates and Opinions, Etc

                
	
                  Section
                    10.02.

                	
                  Form
                    of Documents Delivered to Indenture Trustee

                
	
                  Section
                    10.03.

                	
                  Acts
                    of Noteholders

                
	
                  Section
                    10.04.

                	
                  Notices,
                    Etc., to Indenture Trustee, Issuing Entity, Credit Enhancer and
                    Rating
                    Agencies

                
	
                  Section
                    10.05.

                	
                  Notices
                    to Noteholders; Waiver

                
	
                  Section
                    10.06.

                	
                  Alternate
                    Payment and Notice Provisions

                
	
                  Section
                    10.07.

                	
                  Conflict
                    With Trust Indenture Act

                
	
                  Section
                    10.08.

                	
                  Effect
                    of Headings

                
	
                  Section
                    10.09.

                	
                  Successors
                    and Assigns

                
	
                  Section
                    10.10.

                	
                  Separability

                
	
                  Section
                    10.11.

                	
                  Benefits
                    of Indenture

                
	
                  Section
                    10.12.

                	
                  Legal
                    Holidays

                
	
                  Section
                    10.13.

                	
                  Governing
                    Law

                
	
                  Section
                    10.14.

                	
                  Counterparts

                
	
                  Section
                    10.15.

                	
                  Recording
                    of Indenture

                
	
                  Section
                    10.16.

                	
                  Issuing
                    Entity Obligation

                
	
                  Section
                    10.17.

                	
                  No
                    Petition

                
	
                  Section
                    10.18.

                	
                  Inspection

                
	
                  Section
                    10.19.

                	
                  Authority
                    of the
                    Administrator

                


        



    

    Signatures
      and Seals 

    Acknowledgments
      

    


    EXHIBITS

    


    Exhibit
      A
 -  Form of Notes

    Exhibit
      B  -   Form 10-D, Form 8-K and Form 10-K Reporting
      Responsibility

    Exhibit
      C
 -   Form of Back-up Certification to Form 10-K
      Certificate

    


    Appendix
      A Definitions

    


    


    



    This
      Indenture, dated as of _______________, between ISAC MBN Trust Series 200_
      -__,
      a Delaware business trust, as Issuing Entity (the “Issuing Entity”), and
      ____________________________, a ____________________________, as Indenture
      Trustee (the “Indenture Trustee”),

     

    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 Series 200_-_
      Mortgage-Backed Notes (the “Notes”).

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date,
      as
      trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s
      right, title and interest in and to whether now existing or hereafter created
      by
      (a) the Mortgage Loans and the proceeds thereof, (b) all funds on deposit in
      the
      Funding Account, including all income from the investment and reinvestment
      of
      funds therein, (c) all funds on deposit from time to time in the Collection
      Account allocable to the Mortgage Loans excluding any investment income from
      such funds; (d) all funds on deposit from time to time in the Payment Account
      and in all proceeds thereof; (e) the Policy and (f) all present and future
      claims, demands, causes and chooses 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, 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 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 rule have the meaning
      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

     

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

     

     

    ARTICLE
      II


    Original
      Issuance of Notes

     

    Section
      2.01.  Form.
      The
Notes,
      together with the Indenture Trustee’s certificate of authentication, shall be in
      substantially the form set forth in Exhibit A, with such appropriate insertions,
      omissions, substitutions and other variations as are required or permitted
      by
      this Indenture and may have such letters, numbers or other marks of
      identification and such legends or endorsements placed thereon as may,
      consistently herewith, be determined by the officers executing such Notes,
      as
      evidenced by their execution of the Notes. Any portion of the text of any Note
      may be set forth on the reverse thereof, with an appropriate reference thereto
      on the face of the Note.

     

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

     

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

     

    Section
      2.02.  Execution,
      Authentication and Delivery.
      The
      Notes shall be executed on behalf of the 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 Issuer Request authenticate and deliver Notes
      for
      original issue in an aggregate initial principal amount of
      $___________.

     

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

     

     

    ARTICLE
      III


    Covenants

     

    Section
      3.01.  Collection
      of Payments With Respect to the Mortgage Loans.
      The
      Indenture Trustee shall establish and maintain with itself a trust account
      (the
“Payment Account”) in which the Indenture Trustee shall, subject to the terms of
      this paragraph, deposit, on the same day as it is received from the Master
      Servicer, 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 as provided in Section 3.05
      herein from monies on deposit in the Payment Account.

     

    Section
      3.02.  Maintenance
      of Office or Agency.
      The
      Issuing Entity will maintain in the [Borough of Manhattan, The City of New
      York,] 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, notices and demands may be made or served 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 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:

     

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

     

    (ii)  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;

     

    (iii)  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;

     

    (iv)  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;
      and

     

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

     

    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 Issuer 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 on Issuer Request; and the Holder of such Note shall
      thereafter, as an unsecured general creditor, look only to the Issuing Entity
      for payment thereof (but only to the extent of the amounts so paid to the
      Issuing Entity), and all liability of the Indenture Trustee or such Paying
      Agent
      with respect to such trust money shall thereupon cease; provided, however,
      that
      the Indenture Trustee or such Paying Agent, before being required to make any
      such repayment, shall at the expense and direction of the Issuing Entity cause
      to be published once, in an Authorized Newspaper 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).

     

    Section
      3.04.  Existence.
      The
      Issuing Entity will keep in full effect its existence, rights and franchises
      as
      a business 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 Principal and Interest; Defaulted Interest.
      (a)
      On each
      Payment Date from amounts on deposit in the Payment Account after making (x)
      any
      deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits
      to the Payment Account pursuant to Section 8.02(c)(ii) and Section
      8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the
      Certificate Paying Agent, on behalf of the Certificateholders, and to other
      Persons the amounts to which they are entitled as set forth below:

     

    (i)  To
      the
      Noteholders the sum of (a) one month’s interest at the Note Interest Rate on the
      Security Balances of Notes immediately prior to such Payment Date and (b) any
      previously accrued and unpaid interest for prior Payment Dates;

     

    (ii)  if
      such
      Payment Date is after the Funding Period, to the Noteholders, as principal
      on
      the Notes, the applicable Security Percentage of the Principal Collection
      Distribution Amount and if such Payment Date is the first Payment Date following
      the end of the Funding Period (if ending due to an Amortization Event) or the
      Payment Date on which the Funding Period ends, to the Noteholders as principal
      on the Notes the applicable Security Percentage of the amount deposited from
      the
      Funding Account in respect of Security Principal Collections;

     

    (iii)  to
      the
      Noteholders, as principal on the Notes, from the amount remaining on deposit
      in
      the Payment Account, up to the applicable Security Percentage of Liquidation
      Loss Amounts for the related Collection Period;

     

    (iv)  to
      the
      Noteholders, as principal on the Notes, from the amount remaining on deposit
      in
      the Payment Account, up to the applicable Security Percentage of Carryover
      Loss
      Amounts;

     

    (v)  to
      the
      Credit Enhancer, in the amount of the premium for the Credit Enhancement
      Instrument and for any Additional Credit Enhancement Instrument;

     

    (vi)  to
      the
      Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement
      Instrument and on any Additional Credit Enhancement Instrument (with interest
      thereon as provided in the Insurance Agreement);

     

    (vii)  to
      the
      Noteholders, as principal on the Notes based on the Security Balances from
      Security Interest Collections, up to the Special Capital Distribution Amount
      for
      such Payment Date;

     

    (viii)  to
      the
      Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to
      the
      Insurance Agreement;

     

    (ix)  
      [Reserved];

     

    (x)  to
      reimburse the Administrator for expenditures made on behalf of the Issuing
      Entity with respect to the performance of its duties under the Indenture;
      and

     

    (xi)  any
      remaining amount, to the Certificate Paying Agent, on behalf of the
      Certificates.

     

    provided,
      however,
      in the
      event that on a Payment Date a Credit Enhancer Default shall have occurred
      and
      be continuing then the priorities of distributions described above will be
      adjusted such that payments of the Certificate Distribution Amount and all
      other
      amounts to be paid to the Certificate Paying Agent will not be paid until the
      full amount of interest and principal in accordance with clauses (i), (x) and
      (ii) through (iv) above that are due on the Notes on such Payment Date have
      been
      paid and provided,
      further,
      that on
      the Final Scheduled Payment Date or other final Payment Date, the amount to
      be
      paid pursuant to clause (ii) above shall be equal to the Security Balances
      of
      the Securities immediately prior to such Payment Date.

     

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

     

    The
      amounts paid to Noteholders shall be paid to each Class in accordance with
      the
      Class Percentage as set forth in paragraph (b) below. Interest will accrue
      on
      the Notes during an Interest Period on the basis of the actual number of days
      in
      such Interest Period and a year assumed to consist of 360 days.

     

    [Any
      installment of interest or principal, if any, payable on any Note or Certificate
      that is punctually paid or duly provided for by the Issuing Entity on the
      applicable Payment Date shall, if such Holder holds Notes or Certificates of
      an
      aggregate initial Principal Balance of at least $1,000,000, 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
      the amount required to be distributed to such Holder on such Payment Date
      pursuant to such Holder’s Securities; 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.]

     

    (b)  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 form of Note set forth in Exhibit
      A. All principal payments on each Class of Notes shall be made to the
      Noteholders of such Class entitled thereto in accordance with the Percentage
      Interests represented by such Notes. Upon notice 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. Such notice shall
      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.

     

    Section
      3.06.  Protection
      of Trust Estate.
      (a)
      The
      Issuing Entity will from time to time execute and deliver all such supplements
      and amendments hereto and all such financing statements, continuation
      statements, instruments of further assurance and other instruments, and will
      take such other action necessary or advisable to:

     

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

     

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

     

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

     

    (iv)  preserve
      and defend title to the Trust Estate and the rights of the Indenture Trustee
      and
      the Noteholders 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 3.07 (or from the jurisdiction in which it was held as described in
      the
      Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a),
      if
      no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) unless
      the Trustee shall have first received an Opinion of Counsel to the effect that
      the lien and security interest created by this Indenture with respect to such
      property will continue to be maintained after giving effect to such action
      or
      actions.

     

    The
      Issuing Entity hereby designates the Indenture Trustee its agent and
      attorney-in-fact to execute any financing statement, continuation statement
      or
      other instrument required to be executed pursuant to this Section
      3.06.

     

    Section
      3.07.  Opinions
      as to Trust Estate.
      (a)
      On the
      Closing Date, the Issuing Entity shall furnish to the Indenture Trustee and
      the
      Owner Trustee an Opinion of Counsel 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 security interest in the Mortgage Loans 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 security interest
      effective.

     

    (b)  On
      or
      before ___________ in each calendar year, beginning in ____, 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 security interest in the Mortgage Loans 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 Mortgage Loans until December 31 in the
      following calendar year.

     

    Section
      3.08.  Performance
      of Obligations; Servicing Agreement.
      (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. Initially,
      the
      Issuing Entity has contracted with the Administrator to assist the Issuing
      Entity in performing its duties under this Indenture.

     

    (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 Master Servicer is
      expressly permitted to take in the Servicing Agreement. The Indenture Trustee,
      as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuing
      Entity and the Mortgage Loans holder, to direct the actions of the Master
      Servicer.

     

    (d)  The
      Issuing Entity shall at all times retain an Administrator (approved by the
      Credit Enhancer under the Administration Agreement) and may enter into contracts
      with other Persons for the performance of the Issuing Entity’s obligations
      hereunder, and performance of such obligations by such Persons shall be deemed
      to be performance of such obligations by the Issuing Entity.

     

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

     

    (i)  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;

     

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

     

    (iii)  
      (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or other wise 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

     

    (iv)  waive
      or
      impair, or fail to assert rights under, the Mortgage Loans, or impair or cause
      to be impaired the Depositor’s or 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.

     

    Section
      3.10.  Annual
      Statement as to Compliance.
      The
      Issuing Entity will deliver to the Indenture Trustee, within 120 days after
      the
      end of each fiscal year of the Issuing Entity (commencing with the fiscal year
      ____), an Officer’s Certificate stating, as to the Authorized Officer signing
      such Officer’s Certificate, that:

     

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

     

    (ii)  to
      the
      best of such Authorized Officer’s knowledge, based on such review, the 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
      3.11.  Recording
      of Assignments.
      The
      Depositor shall cause the to exercise its right under the Mortgage Loan Purchase
      Agreement with respect to the obligation of the Sponsor to submit or cause
      to be
      submitted for recording all Assignments of Mortgages on or prior to
      ______________ with respect to the Initial Loans and within 60 days following
      the related Deposit Date with respect to any Additional Loans.

     

    Section
      3.12.  Representations
      and Warranties Concerning the Mortgage Loans.
      The
      Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
      representations and warranties made by the Sponsor in Section [____] and Section
      [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage Loans
      and
      the right to enforce the remedies against the Sponsor provided in such Section
      [____] or Section [____] to the same extent as though such representations
      and
      warranties were made directly to the Indenture Trustee.

     

    Section
      3.13.  Amendments
      to Servicing Agreement.
      The
      Issuing Entity covenants with the Indenture Trustee that it will not enter
      into
      any amendment or supplement to the Servicing Agreement in accordance with
      Section 8.01 of the Servicing Agreement without the prior written consent of
      the
      Indenture Trustee. The Indenture Trustee, as pledgee of the Mortgage Loans,
      may,
      in its discretion, decline to enter into or consent to any such supplement
      or
      amendment if its own rights, duties or immunities shall be adversely
      affected.

     

    Section
      3.14.  Master
      Servicer as Agent and Bailee of the Mortgage Loans Holder.
      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 Master Servicer, the Indenture Trustee hereby
      acknowledges that the Master Servicer is acting as agent and bailee of the
      Mortgage Loans holder in holding amounts on deposit in the Collection Account
      pursuant to Section 3.02 of the Servicing Agreement, as well as its agent and
      bailee in holding any Related Documents released to the Master Servicer pursuant
      to Section 3.06(c) of the Servicing Agreement, and any other items constituting
      a part of the Trust Estate which from time to time come into the possession
      of
      the Master Servicer. It is intended that, by the Master Servicer’s acceptance of
      such agency pursuant to Section 3.02 of the Servicing Agreement, the 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 Master Servicer.

     

    Section
      3.15.  Investment
      Company Act.
      The
      Issuing Entity shall not become an “investment company” or under the “control”
of an “investment company” as such terms are defined in the Investment Company
      Act of 1940, as amended (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 3.15 if it shall have obtained an order exempting
      it from regulation as an “investment company” so long as it is in compliance
      with the conditions imposed in such order.

     

    Section
      3.16.  Issuing
      Entity May 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 to the Certificate Paying Agent, on behalf of the
      Certificateholders and the performance or observance of every agreement and
      covenant of this Indenture on the part of the Issuing Entity to be performed
      or
      observed, all as provided herein;

     

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

     

    (iii)  the
      Rating Agencies shall have notified the Issuing Entity that such transaction
      shall not cause the rating of the Notes [or the Certificates] to be reduced,
      suspended or withdrawn or to be considered by either Rating Agency to be below
      investment grade without taking into account the Credit Enhancement
      Instrument;

     

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

     

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

     

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

     

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

     

    (i)  the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuing Entity the conveyance or transfer of which is hereby restricted shall
      (A) be a United States citizen or a Person organized and existing under the
      laws
      of the United States of America or any state, (B) expressly assumes, by an
      indenture supplemental hereto, executed and delivered to the Indenture Trustee,
      in form satisfactory to the Indenture Trustee, the due and punctual payment
      of
      the principal of and interest on all Notes and the performance or observance
      of
      every agreement and covenant of this Indenture on the part of the Issuing Entity
      to be performed or observed, all as provided herein, (C) expressly agrees by
      means of such supplemental indenture that all right, title and interest so
      conveyed or trans ferred shall be subject and subordinate to the rights of
      Holders of the Notes, (D) unless otherwise provided in such supplemental
      indenture, expressly agrees to indemnify, defend and hold harmless the Issuing
      Entity against and from any loss, liability or expense arising under or related
      to this Indenture and the Notes and (E) expressly agrees by means of such
      supplemental indenture that such Person (or if a group of Persons, then one
      specified Person) shall make all filings with the Commission (and any other
      appropriate Person) required by the Exchange Act in connection with the
      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 that such transaction
      shall not cause the rating of the Notes or the Certificates to be reduced,
      suspended or withdrawn;

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.18.  No
      Other Business.
      The
      Issuing Entity shall not engage in any business other than financing,
      purchasing, owning and selling and managing the Mortgage Loans 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
      3.19.  No
      Borrowing.
      The
      Issuing Entity shall not issue, incur, assume, guarantee or otherwise become
      liable, directly or indirectly, for any indebtedness except for the
      Notes.

     

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

     

    Section
      3.22.   [Reserved].

     

    Section
      3.23.  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 to the Owner
      Trustee and the Certificateholders as contemplated by, and to the extent funds
      are available for such purpose under the Trust Agreement, (y) payments to the
      Master Servicer pursuant to the terms of the Servicing Agreement and (z)
      payments to the Indenture Trustee pursuant to Section 1(a)(ii) of the
      Administration 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
      3.24.  Notice
      of Events of Default.
      The
      Issuing Entity shall give the Indenture Trustee the Credit Enhancer and the
      Rating Agencies prompt written notice of each Event of Default hereunder and
      under the Trust Agreement.

     

    Section
      3.25.  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
      3.26.  Statements
      to Noteholders.
      The
      Indenture Trustee and the Certificate Registrar shall forward by mail to each
      Noteholder and Certificateholder, respectively, the Statement delivered to
      it
      pursuant to Section 4.01 of the Servicing Agreement.

     

    Section
      3.27.  Determination
      of Note Interest Rate.
      On the
      second LIBOR Business Day immediately preceding (i) the Closing Date in the
      case
      of the first Interest Period and (ii) the first day of each succeeding Interest
      Period, the Indenture Trustee shall determine LIBOR and the Note Interest Rate
      for such Interest Period and shall inform the Issuing Entity, the Master
      Servicer and the Depositor at their respective facsimile numbers given to the
      Indenture Trustee in writing thereof.

     

    Section
      3.28.  Payments
      Under the Credit Enhancement Instrument.
      (a)
      On any
      Payment Date, other than a Dissolution Payment Date, the Indenture Trustee
      on
      behalf of the Noteholders, and in its capacity as Certificate Paying Agent
      on
      behalf of the Certificateholders shall make a draw on the Credit Enhancement
      Instrument in an amount if any equal to the sum of (x) the amount by which
      the
      interest accrued at the Note Interest Rate on the Security Balance of the Notes
      exceeds the amount on deposit in the Payment Account available to be distributed
      therefor on such Payment Date and (y) the Guaranteed Principal Payment Amount
      (the “Credit Enhancement Draw Amount”).

     

    (b)  The
      Indenture Trustee shall submit, if a Credit Enhancement Draw Amount is specified
      in any Statement to Holders prepared by the Master Servicer pursuant to Section
      4.01 of the Servicing Agreement, the Notice for Payment (as defined in the
      Credit Enhancement Instrument) in the amount of the Credit Enhancement Draw
      Amount to the Credit Enhancer no later than 2:00 P.M., New York City time,
      on
      the second Business Day prior to the applicable Payment Date. Upon receipt
      of
      such Credit Enhancement Draw Amount in accordance with the terms of the Credit
      Enhancement Instrument, the Indenture Trustee shall deposit such Credit
      Enhancement Draw Amount in the Payment Account for distribution to Holders
      (and
      the Certificate Paying Agent on behalf of the Certificates) pursuant to Section
      3.05.

     

    In
      addition, a draw may be made under the Credit Enhancement Instrument in respect
      of any Avoided Payment (as defined in and pursuant to the terms and conditions
      of the Credit Enhancement Instrument) and the Indenture Trustee shall submit
      a
      Notice for Payment with respect thereto together with the other documents
      required to be delivered to the Credit Enhancer pursuant to the Credit
      Enhancement Instrument in connection with a draw in respect of any Avoided
      Payment.

     

    (c)  In
      the
      event that any Additional Credit Enhancement Instruments are issued pursuant
      to
      Section 4.01 and Section 2.02(B) of the Insurance Agreement, the Indenture
      Trustee shall be authorized to make draws thereon subject to the terms and
      conditions therein.

     

    Section
      3.29.  Replacement
      Credit Enhancement Instrument.
      In the
      event of a Credit Enhancer Default or if the claims paying ability rating of
      the
      Credit Enhancer is downgraded and such downgrade results in a downgrading of
      the
      then current rating of the Securities (in each case, a “Replacement Event”), the
      Issuing Entity, at its expense, in accordance with and upon satisfaction of
      the
      conditions set forth in the Credit Enhancement Instrument, including, without
      limitation, payment in full of all amounts owed to the Credit Enhancer, may,
      but
      shall not be required to, substitute a new surety bond or surety bonds for
      the
      existing Credit Enhancement Instrument or may arrange for any other form of
      credit enhancement; provided,
      however,
      that in
      each case the Notes shall be rated no lower than the rating assigned by each
      Rating Agency to the Notes immediately prior to such Replacement Event and
      the
      timing and mechanism for drawing on such new credit enhancement shall be
      reasonably acceptable to the Indenture Trustee and provided further that the
      premiums under the proposed credit enhancement shall not exceed such premiums
      under the existing Credit Enhancement Instrument. It shall be a condition to
      substitution of any new credit enhancement that there be delivered to the
      Indenture Trustee (i) an Opinion of Counsel, acceptable in form to the Indenture
      Trustee, from counsel to the provider of such new credit enhancement with
      respect to the enforceability thereof and such other matters as the Indenture
      Trustee may require and (ii) an Opinion of Counsel to the effect that such
      substitution would not (a) adversely affect in any material respect the tax
      status of the Notes or (b) cause the Issuing Entity to be subject to a tax
      at
      the entity level. Upon receipt of the items referred to above and payment of
      all
      amounts owing to the Credit Enhancer and the taking of physical possession
      of
      the new credit enhancement, the Indenture Trustee shall, within five Business
      Days following receipt of such items and such taking of physical possession,
      deliver the replaced Credit Enhancement Instrument to the Credit Enhancer.
      In
      the event of any such replacement the Issuing Entity shall give written notice
      thereof to the Rating Agencies.

     

     

    ARTICLE
      IV


    The
      Notes; Satisfaction and Discharge of Indenture

     

    Section
      4.01.  The
      Notes.
      The
      Notes shall be registered in the name of a nominee designated by the Depository.
      Beneficial Owners will hold interests in the Notes through the book-entry
      facilities of the Depository in minimum initial Principal Balances of $1,000
      and
      integral multiples of $1,000 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 Notes for the purposes of exercising
      the
      rights of Holders of Notes hereunder. Except as provided in the next succeeding
      paragraph of this Section 4.01, the rights of Beneficial Owners with respect
      to
      the Notes shall be limited to those established by law and agreements between
      such Beneficial Owners and the Depository and Depository Participants. Except
      as
      provided in Section 4.08, Beneficial Owners shall not be entitled to definitive
      certificates for the Notes as to which they are the Beneficial Owners. Requests
      and directions from, and votes of, the Depository as Holder of the 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 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 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 Note Registrar and delivered by the Indenture Trustee
      to or
      upon the order of the Issuing Entity.

     

    Section
      4.02.  Registration
      of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate
      Registrar.
      The
      Issuing Entity shall cause to be kept at its Corporate Trust Office a Note
      Register in which, subject to such reasonable regulations as it may prescribe,
      the Note Registrar shall provide for the registration of Notes and of transfers
      and exchanges of Notes as herein provided.

     

    Subject
      to the restrictions and limitations set forth below, upon surrender for
      registration of transfer of any Note at the Corporate Trust Office, the
      Indenture Trustee 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 Security Balances evidencing the same aggregate
      Percentage Interests.

     

    Subject
      to the foregoing, at the option of the Noteholders, Notes may be exchanged
      for
      other Notes of like tenor or, in each case in authorized initial Principal
      Balances evidencing the same aggregate Percentage Interests upon surrender
      of
      the Notes to be exchanged at the Corporate Trust Office of the Note Registrar.
      Whenever any Notes are so surrendered for exchange, the Indenture Trustee shall
      execute and the Note Registrar shall authenticate and deliver the Notes which
      the Noteholder making the exchange is entitled to receive. Each Note presented
      or sur rendered 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.

     

    All
      Notes
      surrendered for registration of transfer and exchange shall be cancelled by
      the
      Note Registrar and delivered to the Indenture Trustee for subsequent destruction
      without liability on the part of either.

     

    The
      Issuing Entity hereby appoints ______________________________ as 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. __________________________________ hereby
      accepts such appointment.

     

    Section
      4.03.  Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
      Trustee receives evidence to its satisfaction of the destruction, loss or theft
      of any Note, and (ii) there is delivered to the Indenture Trustee such security
      or indemnity as may be required by it to hold the Issuing Entity and the
      Indenture Trustee harmless, then, in the absence of notice to the Issuing
      Entity, the Note Registrar or the Indenture Trustee that such Note has been
      acquired by a bona fide purchaser, and provided that the requirements of Section
      8-405 of the UCC are met, the Issuing Entity shall execute, and upon its request
      the Indenture Trustee shall authenticate and deliver, in exchange for or in
      lieu
      of any such mutilated, destroyed, lost or stolen Note, a replacement Note of
      the
      same Class; 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 and any agent of the Issuing Entity or the Indenture
      Trustee may treat the Person in whose name any Note is registered (as of the
      day
      of determination) as the owner of such Note for the purpose of receiving
      payments of principal of and interest, if any, on such Note and for all other
      purposes whatsoever, whether or not such Note be overdue, and neither the
      Issuing Entity, the Indenture Trustee nor any agent of the Issuing Entity or
      the
      Indenture Trustee shall be affected by notice to the contrary.

     

    Section
      4.05.  Cancellation.
      All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Indenture Trustee, be
      delivered to the Indenture Trustee and shall be promptly cancelled by the
      Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture
      Trustee for cancellation any Notes previously authenticated and delivered
      hereunder 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 Issuer Request
      that they be destroyed or returned to it; provided however, that such Issuer
      Request is timely and the Notes have not been previously disposed of by the
      Indenture Trustee.

     

    Section
      4.06.  Book-Entry
      Notes.
      The
      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, by, or on behalf of, the Issuing Entity. Such
      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. 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 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 Owners of 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

     

    (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
      Security Balances of the Notes, the Depository shall be deemed to represent
      such
      percentage 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 Note Holders 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
      Notes to the Depository, and shall have no obligation to the Beneficial
      Owners.

     

    Section
      4.08.  Definitive
      Notes.
      If (i)
      the Administrator advises the Indenture Trustee in writing that the Depository
      is no longer willing or able to properly discharge its responsibilities with
      respect to the Notes and the Administrator is unable to locate a qualified
      successor, (ii) the Administrator at its option advises the Indenture Trustee
      in
      writing that it elects to terminate the book-entry system through the Depository
      or (iii) after the occurrence of an Event of Default, Owners of Notes
      representing beneficial interests aggregating at least a majority of the
      Security Balances of the Notes advise the Depository in writing that the
      continuation of a book-entry system through the Depository is no longer in
      the
      best interests of the Beneficial Owners, then the Depository shall notify all
      Beneficial Owners and the Indenture Trustee of the occurrence of any such event
      and of the availability of Definitive Notes to Beneficial Owners requesting
      the
      same. Upon surrender to the Indenture Trustee of the typewritten Notes
      representing the Book-Entry Notes by the Depository, accompanied by registration
      instructions, the Issuing Entity shall execute and the Indenture Trustee shall
      authenticate the Definitive Notes in accordance with the instructions of the
      Depository. None of the Issuing Entity, the Note Registrar or the Indenture
      Trustee shall be liable for any delay in delivery of such instructions and
      may
      conclusively rely on, and shall be protected in relying on, such instructions.
      Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize
      the
      Holders of 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 will qualify as indebtedness of the
      Issuing Entity. The Issuing Entity, 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 of the Issuing Entity.

     

    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,
      3.04, 3.06, 3.09, 3.16, 3.18 and 3.19, (v) the rights, obligations and
      immunities of the Indenture Trustee hereunder (including the rights of the
      Indenture Trustee under Section 6.07 and the obligations of the Indenture
      Trustee under Section 4.11) and (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, when

     

    (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 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,
      or

     

    c.  have
      been
      called for early redemption pursuant to Section 5.02.

     

    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 and Certificates then outstanding not theretofore delivered to the
      Indenture Trustee for cancellation when due on the Final Scheduled Payment
      Date;

     

    (B)  the
      Issuing Entity has paid or caused to be paid all other sums payable hereunder
      and under the Insurance Agreement by the Issuing Entity; and

     

    (C)  the
      Issuing Entity has delivered to the Indenture Trustee and the Credit Enhancer
      an
      Officer’s Certificate, an Opinion of Counsel and each meeting the applicable
      requirements of Section 10.01 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 not have any material adverse tax consequences
      to
      the Issuing Entity, any Noteholders or any Certificateholders.

     

    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 Certificate Paying Agent, as the Indenture Trustee may
      determine, to the Holders of Securities, of all sums due and to become due
      thereon for principal and interest; but such monies need not be segregated
      from
      other funds except to the extent required herein or required by
      law.

     

    Section
      4.12.  Subrogation
      and Cooperation.
      (a)
      The
      Issuing Entity and the Indenture Trustee acknowledge that (i) to the extent
      the
      Credit Enhancer makes payments under the Credit Enhancement Instrument on
      account of principal of or interest on the Notes, the Credit Enhancer will
      be
      fully subrogated to the rights of such Holders to receive such principal and
      interest from the Issuing Entity, and (ii) the Credit Enhancer shall be paid
      such principal and interest but only from the sources and in the manner provided
      herein and in the Insurance Agreement for the payment of such principal and
      interest.

     

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

     

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

     

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

     

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

     

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

     

    (v)  exercise
      any remedies of a secured party under the Uniform Commercial Code and take
      any
      other appropriate action to protect and enforce the rights and remedies of
      the
      Credit Enhancer hereunder.

     

    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 Administrator 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 Paying Agent 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 or agency of the Indenture
      Trustee, without charge to the Holder. Upon surrender for cancellation of any
      one or more temporary Notes, the Issuing Entity shall execute and the Indenture
      Trustee shall authenticate and make available for delivery, in exchange
      therefor, Definitive Notes of authorized denominations and of like tenor and
      aggregate principal amount. Until so exchanged, such temporary Notes shall
      in
      all respects be entitled to the same benefits under this Indenture as Definitive
      Notes.

     

    


    ARTICLE
      V


    Default
      and Remedies

     

    Section
      5.01.  Events
      of Default.
“Event
      of Default,” wherever used herein, shall have the meaning provided in Article I;
      provided, however, that no Event of Default will occur under clause (i) or
      clause (ii) of the definition of “Event of Default” if the Issuing Entity fails
      to make payments of principal of and interest on the Notes so long as the Credit
      Enhancer makes payments sufficient therefore under the Credit Enhancement
      Instrument.

     

    The
      Issuing Entity shall deliver to the Indenture Trustee and the Credit Enhancer,
      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 (iii) of the definition of “Event of Default”, its status and what
      action the Issuing Entity is taking or proposes to take with respect
      thereto.

     

    Section
      5.02.  Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default should occur and be continuing or if the Master Servicer shall
      purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing
      Agreement, then and in every such case the Indenture Trustee or the Holders
      of
      Notes representing not less than a majority of the Security Balances of all
      Notes may declare the Notes to be immediately due and payable, by a notice
      in
      writing to the Issuing Entity (and to the Indenture Trustee if given by
      Noteholders), and upon any such declaration the unpaid principal amount of
      such
      Class of Notes, together with accrued and unpaid interest thereon through the
      date of acceleration, shall become immediately due and payable. Unless the
      prior
      written consent of the Credit Enhancer shall have been obtained by the Indenture
      Trustee, the Payment Date upon which such accelerated payment is due and payable
      shall not be a Payment Date under the Credit Enhancement Instrument and the
      Indenture Trustee shall not be authorized under Section 3.29 to make a draw
      therefor.

     

    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, the Holders of Notes representing a majority of the Security
      Balances of all 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:

     

    (i)  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 upon the Notes if the Event of Default giving
      rise to such acceleration had not occurred; and

     

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

     

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

     

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

     

    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 Issue shall, upon demand of the Indenture Trustee,
      pay to it, for the benefit of the Holders of Notes and of the Credit Enhancer,
      the whole amount then due and payable on the Notes for principal and interest,
      with interest 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 10.17 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 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 10.17 hereof may, as more particularly provided in Section
      5.04, in its discretion, proceed to protect and enforce its rights and the
      rights of the Noteholders and the Credit Enhancer, by such appropriate
      Proceedings as the Indenture Trustee shall deem most effective to protect and
      enforce any such rights, whether for the specific enforcement of any covenant
      or
      agreement in this Indenture or in aid of the exercise of any power granted
      herein, or to enforce any other proper remedy or legal or equitable right vested
      in the Indenture Trustee by this Indenture or by law.

     

    (d)  In
      case
      there shall be pending, relative to the 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, irrespective
      of whether the principal of any Notes shall then be due and payable as therein
      expressed or by declaration or otherwise and irrespective of whether the
      Indenture Trustee shall have made any demand pursuant to the provisions of
      this
      Section, shall be entitled and empowered, by intervention in such Proceedings
      or
      otherwise:

     

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

     

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

     

    (iii)  to
      collect and receive any 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 except as a result of negligence or bad
      faith.

     

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

     

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

     

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

     

    Section
      5.04.  Remedies;
      Priorities.
      (a)
      If an
      Event of Default shall have occurred and be continuing, the Indenture Trustee
      subject to the provisions of Section 10.17 hereof may do one or more of the
      following (subject to Section 5.05):

     

    (i)  institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise, and all amounts payable
      under the Insurance Agreement, 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,
      the Holders of the Notes and the Credit Enhancer; 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 obtains the consent of
      the
      Holders of 100% of the aggregate Principal Balances of the Notes and the Credit
      Enhancer, which consent will not be unreasonably withheld, (B) the proceeds
      of
      such sale or liquidation distributable to Holders are sufficient to discharge
      in
      full all amounts then due and unpaid upon the Notes for principal and interest
      and to reimburse the Credit Enhancer for any amounts drawn under the Credit
      Enhancement Instrument and any other amounts due the Credit Enhancer under
      the
      Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage
      Loans will not continue to provide sufficient funds for the payment of principal
      of and interest on the Notes as they would have become due if the Notes had
      not
      been declared due and payable, and the Indenture Trustee obtains the consent
      of
      the Credit Enhancer, which consent will not be unreasonably withheld, and of
      the
      Holders of a majority of the aggregate Principal Balances of the Notes. 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
      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 fore going, so long as an
      Event of 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
      Master Servicer as provided in the Servicing Agreement.

     

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

     

    First:
      to the
      Indenture Trustee for amounts due under Section 6.07;

     

    Second:
      to each
      Class of Noteholders for amounts due and unpaid on the related Class Notes
      for
      interest and to each Noteholder of such Class in each case, ratably, without
      preference or priority of any kind, according to the amounts due and payable
      on
      such Class of Notes for interest from amounts available in the Trust Estate
      for
      such Noteholders;

     

    Third:
      to
      Holders of each Class of Notes for amounts due and unpaid on the related Class
      of Notes for principal, from amounts available in the Trust Estate for such
      Noteholders, and to each Noteholder of such Class in each case ratably, without
      preference or priority of any kind, according to the amounts due and payable
      on
      such Class of Notes for principal, until the Security Balances of each Class
      of
      Notes is reduced to zero;

     

    Fourth:
      to the
      Issuing Entity for amounts required to be distributed to the Certificateholders
      in respect of interest and principal pursuant to the Trust
      Agreement;

     

    Fifth:
      To the
      payment of all amounts due and owing to the Credit Enhancer under the Insurance
      Agreement;

     

    Sixth:
      to the
      Issuing Entity for amounts due under Article VIII of the Trust Agreement;
      and

     

    Seventh:
      to the
      payment of the remainder, if any to the Issuing Entity or any other person
      legally entitled thereto.

     

    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, but need not, 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 including payment to the Credit Enhancer, 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.

     

    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 10.17 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 Security Balances of the Notes have made
      written request to the Indenture Trustee to institute such Proceeding in respect
      of such Event of Default in its own name as Indenture Trustee
      hereunder;

     

    (iii)  such
      Holder or Holders have offered to the Indenture Trustee 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, 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 Security
      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.

     

    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 Security Balances of the Notes, the Indenture
      Trustee in its sole discretion may determine what action, if any, shall be
      taken, notwithstanding any other provisions of this Indenture.

     

    Section
      5.07.  Unconditional
      Rights of Noteholders to Receive Principal and Interest.
      Notwithstanding any other provisions in this Indenture, the Holder of any Note
      shall have the right, which is absolute and unconditional, to receive payment
      of
      the principal of and interest, if any, on such Note on or after the respective
      due dates thereof expressed in such Note or in this Indenture and to institute
      suit for the enforcement of any such payment, and such right shall not be
      impaired without the consent of such Holder.

     

    Section
      5.08.  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.
      The
      Holders of a majority of the Security 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 Notes or exercising
      any
      trust or power conferred on the Indenture Trustee; provided
      that:

     

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

     

    (ii)  subject
      to the express terms of Section 5.04, any direction to the Indenture Trustee
      to
      sell or liquidate the Trust Estate shall be by Holders of Notes representing
      not
      less than 100% of the Security Balances of Notes;

     

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

     

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

     

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

     

    Section
      5.12.  Waiver
      of Past Defaults.
      Prior
      to the declaration of the acceleration of the maturity of the Notes as provided
      in Section 5.02, the Holders of Notes of not less than a majority of the
      Security Balances of the 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 or (c) the waiver of which would mate rially and adversely affect
      the
      interests of the Credit Enhancer or modify its obligation under the Credit
      Enhancement Instrument. 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 by such Holder’s
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Indenture Trustee for any action
      taken, suffered or omitted by it as Indenture Trustee, the filing by any party
      litigant in such suit of an undertaking to pay the costs of such suit, and
      that
      such court may in its discretion assess reasonable costs, including reasonable
      attorneys’ fees, against any party litigant in such suit, having due regard to
      the merits and good faith of the claims or defenses made by such party litigant;
      but the provisions of this Section 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 Security 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.

     

    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 is expressly subject to the provisions
      of
      Section 5.05 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 and under the Insurance Agreement 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 and the Credit Enhancer 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 and the Credit Enhancer in respect
      of
      amounts drawn under the Credit Enhancement Instrument and any other amounts
      due
      the Credit Enhancer under the Insurance Agreement, in full payment thereof
      in
      accordance with Section 5.02, on the Payment Date next succeeding the date
      of
      such Sale, or

     

    (3) the
      Indenture Trustee determines, in its sole discretion, that the conditions for
      retention of the Trust Estate set forth in Section 5.05 cannot be satisfied
      (in
      making any such determination, the Indenture Trustee may rely upon an opinion
      of
      an Independent investment banking firm obtained and delivered as provided in
      Section 5.05), and the Credit Enhancer consents to such Sale, which consent
      will
      not be unreasonably withheld and the Holders representing at least 66-2/3%
      of
      the Security Balances of the Notes consent to such Sale.

     

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

     

    (c)  Unless
      the Holders and the Credit Enhancer have otherwise consented or directed the
      Indenture Trustee, at any public Sale of all or any portion of the Trust Estate
      at which a minimum bid equal to or greater than the amount described in
      paragraph (2) of subsection (b) of this Section 5.15 has not been established
      by
      the Indenture Trustee and no Person bids an amount equal to or greater than
      such
      amount, the Indenture Trustee shall bid an amount at least $1.00 more than
      the
      highest other bid.

     

    (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 with the consent of the Credit
      Enhancer 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;

     

    (2) the
      Indenture Trustee may 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 and amounts owing to the Credit
      Enhancer as a result of such Sale in accordance with Section 5.04(b) on the
      Payment Date next succeeding the date of such Sale and (B) the expenses of
      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 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).

     

    Section
      5.17.  Performance
      and Enforcement of Certain Obligations.
      (a)
      Promptly
      following a request from the Indenture Trustee to do so and at the
      Administrator’s expense, 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 Master 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 Master Servicer thereunder and
      the
      institution of legal or administrative actions or proceedings to compel or
      secure performance by the Sponsor or the Master Servicer of each of their
      obligations under the Mortgage Loan Purchase Agreement and the Servicing
      Agreement.

     

    (b)  If
      an
      Event of Default has occurred and is continuing, the Indenture Trustee, as
      pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer
      under the Servicing Agreement may, and at the direction (which direction shall
      be in writing or by telephone (confirmed in writing promptly thereafter)) of
      the
      Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all
      rights, remedies, powers, privileges and claims of the Issuing Entity against
      the Sponsor or the Master 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 Master 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.

     

     

    ARTICLE
      VI


    The
      Indenture Trustee

     

    Section
      6.01.  Duties
      of Indenture Trustee.
      (a)
      If an
      Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in 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 undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture and no implied covenants or obligations
      shall be read into this Indenture against the Indenture Trustee;
      and

     

    (ii)  in
      the
      absence of bad faith on its part, the Indenture Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to the Indenture Trustee and
      conforming to the requirements of this Indenture; however, the Indenture Trustee
      shall examine the certificates and opinions to determine whether or not they
      conform to the requirements of this Indenture.

     

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

     

    (i)  this
      paragraph does not limit the effect of paragraph (b) of this Section
      6.01;

     

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

     

    (iii)  the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with a direction received by it (A)
      pursuant to Section 5.11 or (B) from the Credit Enhancer, which it is entitled
      to give under any of the Basic Documents.

     

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

     

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

     

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

     

    (g)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section and to the provisions of the TIA.

     

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

     

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

     

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

     

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

     

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

     

    Section
      6.03.  Individual
      Rights of Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of 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.
      Any Administrator, 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.

     

    Section
      6.04.  Indenture
      Trustee’s Disclaimer.
      The
      Indenture Trustee shall not be responsible for and makes no representation
      as to
      the validity or adequacy of this Indenture or the Notes, 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.
      If an
      Event of Default occurs and is continuing and if it is known to a Responsible
      Officer of the Indenture Trustee, the Indenture Trustee shall give notice
      thereof to the Credit Enhancer. The Trustee shall mail to each Noteholder notice
      of the Event of Default within 90 days after it occurs. 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 interests of Noteholders.

     

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

     

    Section
      6.07.  Compensation
      and Indemnity.
      The
      Issuing Entity shall or shall cause the Administrator to pay to the Indenture
      Trustee on each Payment Date reasonable compensation for its services. 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 or shall cause the
      Administrator to reimburse the Indenture Trustee for all reasonable
      out-of-pocket expenses incurred or made by it, including costs of collection,
      in
      addition to the compensation for its services. Such expenses shall include
      the
      reasonable compensation and expenses, disbursements and advances of the
      Indenture Trustee’s agents, counsel, accountants and experts. The Issuing Entity
      shall or shall cause the Administrator to indemnify the Indenture Trustee
      against any and all loss, liability or expense (including attorneys’ fees)
      incurred by it in connection with the administration of this trust and the
      performance of its duties hereunder. The Indenture Trustee shall notify the
      Issuing Entity and the Administrator promptly of any claim for which it may
      seek
      indemnity. Failure by the Indenture Trustee to so notify the Issuing Entity
      and
      the Administrator shall not relieve the Issuing Entity or the Administrator
      of
      its obligations hereunder. The Issuing Entity shall or shall cause the
      Administrator to defend any such claim, and the Indenture Trustee may have
      separate counsel and the Issuing Entity shall or shall cause the Administrator
      to pay the fees and expenses of such counsel. Neither the Issuing Entity nor
      the
      Administrator need reimburse any expense or indemnify against any loss,
      liability or expense incurred by the Indenture Trustee through the Indenture
      Trustee’s own willful misconduct, negligence or bad faith.

     

    The
      Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this
      Section 6.07 shall survive the discharge of this Indenture. When the Indenture
      Trustee incurs expenses after the occurrence of an Event of Default specified
      in
      Section 5.01(iv) or (v) 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.
      No
      resignation or removal of the Indenture Trustee and no appointment of a
      successor Indenture Trustee shall become effective until the acceptance of
      appointment by the successor Indenture Trustee pursuant to this Section 6.08.
      The Indenture Trustee may resign at any time by so notifying the Issuing Entity
      and the Credit Enhancer. The Holders of a majority of Security Balances of
      the
      Notes may remove the Indenture Trustee by so notifying the Indenture Trustee
      and
      the Credit Enhancer and may appoint a successor Indenture Trustee. The Issuing
      Entity shall remove the Indenture Trustee if:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      6.10.  Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.
      (a)
      Notwithstanding any other provisions of this Indenture, at any time, for the
      purpose of meet ing 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, 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 here under shall be required to meet the terms of eligibility as a
      successor trustee under Section 6.11 and no notice to Noteholders of the
      appointment of any co-trustee or separate trustee shall be required under
      Section 6.08 hereof.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      6.11.  Eligibility;
      Disqualification.
      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]. 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.

     

    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.  Representation
      and Warranty.
      The
      Indenture Trustee hereby represents that:

     

    (i)  The
      Indenture Trustee is duly organized and validly existing as a corporation in
      good standing under the laws of the State of ___________, 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.

     

    (ii)  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.

     

    (iii)  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 incorporation or bylaws of
      the
      Indenture Trustee or any agreement or other instrument to which the Indenture
      Trustee is a party or by which it is bound

     

    (iv)  To
      the
      Indenture Trustee’s best knowledge, there are no proceedings or investigations
      pending or threatened before any court, regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Indenture
      Trustee or its properties: (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 in trust
      for
      the Noteholders;

     

    (b)  to
      issue,
      execute and deliver the Notes substantially in the form prescribed by Exhibit
      A
      in accordance with the terms of this Indenture; and

     

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

     

    [Section
      6.15. No
      Consent to Certain Acts of Depositor.
      The
      Indenture Trustee shall not consent to any action proposed to be taken by the
      Depositor pursuant to Article [_________] of the Depositor’s Restated
      Certificate of Incorporation.]

     

    Section
      6.16.  Indenture
      Trustee May Own Securities.
      The
      Indenture Trustee, in its individual or any other capacity may become the owner
      or pledgee of Securities with the same rights it would have if it were not
      Indenture Trustee.

     

     

    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, (b) at such other times as the
      Indenture Trustee and the Credit Enhancer 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.

     

    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
      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 ss. 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 ss. 312(c).

     

    Section
      7.03.  Reports
      by Issuing Entity.
      (a)
      The
      Issuing Entity shall:

     

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

     

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

     

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

     

    (b)  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 ss. 313(a), within 60 days after each January 1 beginning with
      January 1, 200_, the Indenture Trustee shall mail to each Noteholder as required
      by TIA ss. 313(c) and to the Credit Enhancer a brief report dated as of such
      date that complies with TIA ss. 313(a). The Indenture Trustee also shall comply
      with TIA ss. 313(b).

     

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

     

    Section
      7.05.  Reports
      Filed with Securities and Exchange Commission.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


     

    ARTICLE
      VIII


    Accounts,
      Disbursements and Releases

     

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

     

    Section
      8.02.  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 Certificate Paying Agent, on behalf of the
      Certificateholders and the Credit Enhancer, the Payment Account as provided
      in
      Section 3.01 of this Indenture.

     

    (b)  All
      monies deposited from time to time in the Payment Account pursuant to the
      Servicing Agreement and all deposits therein pursuant to this Indenture are
      for
      the benefit of the Noteholders and the Certificate Paying Agent, on behalf
      of
      the Certificateholders and all investments made with such monies including
      all
      income or other gain from such investments are for the benefit of the Master
      Servicer as provided by the Servicing Agreement.

     

    On
      each
      Payment Date during the Funding Period the Indenture Trustee shall withdraw
      Net
      Principal Collections from the Payment Account and deposit Net Principal
      Collections to the Funding Account.

     

    On
      each
      Payment Date, the Indenture Trustee shall distribute all amounts on deposit
      in
      the Payment Account (after giving effect to the withdrawal referred to in the
      preceding paragraph) to Noteholders in respect of the Notes and in its capacity
      as Certificate Paying Agent to Certificateholders in the order of priority
      set
      forth in Section 3.05 (except as otherwise provided in Section
      5.04(b).

     

    The
      Master Servicer may direct the Indenture Trustee to invest any funds in the
      Payment Account in Eligible Investments maturing no later than the Business
      Day
      preceding each Payment Date and shall not be sold or disposed of prior to the
      maturity. Unless otherwise instructed by the Master Servicer, the Indenture
      Trustee shall invest all funds in the Payment Account in Eligible
      Investments.

     

    (c)  On
      or
      before the Closing Date the Issuing Entity shall open, at the Corporate Trust
      Office, an account which shall be the “Funding Account”. The Master Servicer may
      direct the Indenture Trustee to invest any funds in the Funding Account in
      Eligible Investments maturing no later than the Business Day preceding each
      Payment Date and shall not be sold or disposed of prior to the maturity. Unless
      otherwise instructed by the Master Servicer, the Indenture Trustee shall invest
      all funds in the Payment Account in its Corporate Trust Short Term Investment
      Fund so long as it is an Eligible Investment. During the Funding Period, any
      amounts received by the Indenture Trustee in respect of Net Principal
      Collections for deposit in the Funding Account, together with any Eligible
      Investments in which such monies are or will be invested or reinvested during
      the term of the Notes, shall be held by the Indenture Trustee in the Funding
      Account as part of the Trust Estate, subject to disbursement and withdrawal
      as
      herein provided: Amounts on deposit in the Funding Account in respect of Net
      Principal Collections may be withdrawn on each Deposit Date and (1) paid to
      the
      Issuing Entity in payment for Additional Loans by the deposit of such amount
      to
      the Collection Account and (2) at the end of the Funding Period any amounts
      remaining in the Funding Account after the withdrawal called for by clause
      (1)
      shall be deposited in the Payment Account to be included in the payment of
      principal on the Payment Date that is the last day of the Funding
      Period.

     

    (d)  (i)
      Any
      investment in the institution with which the Funding Account is maintained
      may
      mature on such Payment Date and (ii) any other investment may mature on such
      Payment Date if the Indenture Trustee shall advance funds on such Payment Date
      to the Funding Account in the amount payable on such investment on such Payment
      Date, pending receipt thereof to the extent necessary to make distributions
      on
      the Notes and the Certificates) and shall not be sold or disposed of prior
      to
      maturity.

     

    Section
      8.03.  Officer’s
      Certificate.
      The
      Indenture Trustee shall receive at least [seven] days notice when requested
      by
      the Issuing Entity to take any action pursuant to Section 8.05(a), accompanied
      by copies of any instruments to be executed, and the Indenture Trustee shall
      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.

     

    Section
      8.04.  Termination
      Upon Distribution to Noteholders.
      This
      Indenture and the respective obligations and responsibilities of the Issuing
      Entity and the Indenture Trustee created hereby shall terminate upon the
      distribution to Noteholders, 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.  Release
      of Trust Estate.
      (a)
      Subject
      to the payment of its fees and expenses, the Indenture Trustee may, and when
      required by the provisions of this Indenture shall, execute instruments to
      release property from the lien of this Indenture, or convey the Indenture
      Trustee’s interest in the same, in a manner and under circumstances that are not
      inconsistent with the provisions of this Indenture. No party relying upon an
      instrument executed by the Indenture Trustee as provided in Article VIII
      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,
      (ii) all sums due the Indenture Trustee pursuant to this Indenture have been
      paid, and (iii) all sums due the Credit Enhancer have been paid, release any
      remaining portion of the Trust Estate that secured the Notes from the lien
      of
      this Indenture.

     

    [(c) Trustee
      shall release property from the lien of this Indenture pursuant to this Section
      8.05 only upon receipt of an request from the Issuing Entity accompanied by
      an
      [Officers’ Certificate], [an Opinion of Counsel,] and a letter from the Credit
      Enhancer, stating that the Credit Enhancer has no objection to such request
      from
      the Issuing Entity.]

     

    Section
      8.06.  Surrender
      of Notes Upon Final Payment.
      By
      acceptance of any Note, the Holder thereof agrees to surrender such Note to
      the
      Indenture Trustee promptly, prior to such Noteholder’s receipt of the final
      payment thereon.

     

     

    ARTICLE
      IX


    Supplemental
      Indentures

     

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

     

    (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;

     

    (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; or

     

    (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;

     

    provided,
      however,
      that no
      such indenture supplements shall be entered into unless the Indenture Trustee
      shall have received an Opinion of Counsel that entering into such indenture
      supplement will not have any material adverse tax consequences to the
      Noteholders.

     

    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 and the Indenture Trustee, when authorized by an Issuer Request,
      may, also without the consent of any of the Holders of the Notes but with the
      consent of the Credit Enhancer and prior notice to the Rating Agencies and
      the
      Credit Enhancer, 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 shall not, as evidenced by an Opinion of Counsel,
      (i)
      adversely affect in any material respect the interests of any Noteholder or
      (ii)
      cause the Issuing Entity to be subject to an entity level tax.

     

    Section
      9.02.  Supplemental
      Indentures With Consent of Noteholders.
      The
      Issuing Entity and the Indenture Trustee, when authorized by an Issuer Request,
      also may, with prior notice to the Rating Agencies and, with the written consent
      of the Credit Enhancer and with the consent of the Holders of not less than
      a
      majority of the Security Balances of each Class of Notes affected thereby,
      by
      Act of such Holders delivered to the Issuing Entity 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 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;

     

    (ii)  reduce
      the percentage of the Security Balances of the 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 Security Balances of the Notes required to direct the
      Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust
      Estate pursuant to Section 5.04;

     

    (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 to be subject to an entity level tax.

     

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

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section 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.

     

    Promptly
      after the execution by the Issuing Entity and the Indenture Trustee of any
      supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
      shall mail to 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 IX or the modification thereby of the trusts
      created by this Indenture, the Indenture Trustee shall be entitled to receive,
      and subject to Sections 6.01 and 6.02, shall be fully protected in relying
      upon,
      an Opinion of Counsel stating that the execution of such supplemental indenture
      is authorized or permitted by this Indenture. The Indenture Trustee may, but
      shall not be obligated to, enter into any such supplemental indenture that
      affects the Indenture Trustee’s own rights, duties, liabilities or immunities
      under this Indenture or otherwise.

     

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

     

    Section
      9.05.  Conformity
      With Trust Indenture Act.
      Every
      amendment of this Indenture and every supplemental indenture executed pursuant
      to this Article 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.

     

     

    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 and to the Credit Enhancer (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 Signer of such Certificate or Opinion is required to be Independent, the
      Statement required by the definition of the term “Independent”.

     

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

     

    (ii) 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 as to the same matters, if
      the
      fair value to the Issuing Entity of the securities to be so deposited and of
      all
      other such securities made 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 Security Balances of the Notes, but such a certificate
      need not be furnished with respect to any securities so deposited, if the fair
      value thereof to the Issuing Entity as set forth in the related Officer’s
      Certificate is less than $25,000 or less than one percent of the Security
      Balances of the Notes.

     

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

     

    (iv) 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, other
      than property as contemplated by clause (v) below or securities released from
      the lien of this Indenture since the commencement of the then-current calendar
      year, as set forth in the certificates required by clause (iii) above and this
      clause (iv), equals 10% or more of the Security 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 Security
      Balances of the Notes.

     

    (v) Notwithstanding
      any provision of this Indenture, the Issuing Entity may, without compliance
      with
      the requirements of the other provisions of this Section 10.01, (A) collect,
      sell or otherwise dispose of the Mortgage Loans as and to the extent permitted
      or required by the Basic Documents or (B) make cash payments out of the Payment
      Account as and to the extent permitted or required by the Basic Documents [,
      so
      long as the Issuing Entity shall deliver to the Indenture Trustee every six
      months, commencing _____________, an Officer’s Certificate of the Issuing Entity
      stating that all the dispositions of Collateral described in clauses (A) or
      (B)
      above that occurred during the preceding six calendar months were in the
      ordinary course of the Issuing Entity’s business and that the proceeds thereof
      were applied in accordance with the Basic Documents].

     

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

     

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

     

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

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the 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) conclusive
      in
      favor of the Indenture Trustee and the Issuing Entity, if made in the manner
      provided in this Section 10.03.

     

    (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, Credit Enhancer and Rating
      Agencies.
      Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Note holders 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:

     

    (i)  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. The Indenture Trustee
      shall promptly transmit any notice received by it from the Noteholders to the
      Issuing Entity, or

     

    (ii)  the
      Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient
      for every purpose hereunder if in writing and mailed first-class, postage
      prepaid to the Issuing Entity addressed to: ISAC MBN Trust Series 200_ - ______,
      in care of [Name of Owner Trustee] _________________, __________,
      ______________, Attention of _________________________________________ with
      a
      copy to the Administrator at ________________ Attention: __________
      __________________________, or at any other address previously furnished in
      writing to the Indenture Trustee by the Issuing Entity or the Administrator.
      The
      Issuing Entity shall promptly transmit any notice received by it from the
      Noteholders to the Indenture Trustee, or

     

    (iii)  the
      Credit Enhancer by the Issuing Entity, the Indenture Trustee or by any
      Noteholders shall be sufficient for every purpose hereunder to in writing and
      mailed, first-class postage pre-paid, or personally delivered or telecopied
      to:
      [Name of Credit Enhancer], ________________, ________, _______________,
      Attention: _________________, ___________________________, Telephone
      ______________. Telecopier ______________. The Credit Enhancer shall promptly
      transmit any notice received by it from the Issuing Entity, the Indenture
      Trustee or the Noteholders to the Issuing Entity or Indenture Trustee, as the
      case may be.

     

    Notices
      required to be given to the Rating Agencies by the Issuing Entity, the Indenture
      Trustee or the Owner Trustee shall be in writing, personally delivered or mailed
      by certified mail, return receipt requested, to (i) in the case of [Moody’s], at
      the following address: [Moody’s Investors Service, Inc., ABS Monitoring
      Department, 99 Church Street, New York, New York 10007] and (ii) in the case
      of
      [Standard & Poor’s], at the following address: [Standard & Poor’s
      Ratings Group, 26 Broadway (15th Floor), New York, New York 10004, Attention
      of
      Asset Backed Surveillance Department]; or as to each of the foregoing, at such
      other address as shall be designated by written notice to the other
      parties.

     

    Section
      10.05.  Notices
      to Noteholders; Waiver.
      Where
      this Indenture provides for notice to Noteholders of any event, such notice
      shall be sufficiently given (unless otherwise herein expressly provided) if
      in
      writing and mailed, first-class, postage prepaid to each Noteholder affected
      by
      such event, at such Person’s 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.

     

    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.  Alternate
      Payment and Notice Provisions.
      Notwithstanding any provision of this Indenture or any of the Notes to the
      contrary, the Issuing Entity may enter into any agreement with any Holder of
      a
      Note providing for a method of payment, or notice by the Indenture Trustee
      or
      any Administrator to such Holder, that is different from the methods provided
      for in this Indenture for such payments or notices. The Issuing Entity shall
      furnish to the Indenture Trustee a copy of each such agreement and the Indenture
      Trustee shall cause payments to be made and notices to be given in accordance
      with such agreements.

     

    Section
      10.07.  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 §§ 10 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
      10.08.  Effect
      of Headings.
      The
      Article and Section headings herein are for convenience only and shall not
      affect the construction hereof.

     

    Section
      10.09.  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
      10.10.  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
      10.11.  Benefits
      of Indenture.
      The
      Credit Enhancer and its successors and assigns shall be a third-party
      beneficiary to the provisions of this Indenture. Nothing in this Indenture
      or in
      the Notes, express or implied, shall give to any Person, other than the parties
      hereto and their successors hereunder, and the Noteholders, and any other party
      secured hereunder, and any other Person with an ownership interest in any part
      of the Trust Estate, any benefit or any legal or equitable right, remedy or
      claim under this Indenture.

     

    Section
      10.12.  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
      10.13.  Governing
      Law.
      THIS
      INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
      RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
      WITH SUCH LAWS.

     

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

     

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

     

    Section
      10.16.  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
      10.17.  No
      Petition.
      The
      Indenture Trustee, by entering into this Indenture, and each Noteholder, by
      accepting a Note, hereby covenant and agree that they will not at any time
      institute against the Depositor or the 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.

     

    Section
      10.18.  Inspection.
      The
      Issuing Entity agrees that, 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 and shall cause its representatives to hold in
      confidence all such information except to the extent disclosure may be required
      by law (and all reasonable applications for confidential treatment are
      unavailing) and except to the extent that the Indenture Trustee may reasonably
      determine that such disclosure is consistent with its obligations
      hereunder.

     

    Section
      10.19.  Authority
      of the Administrator.
      Each of
      the parties to this Indenture acknowledges that the Issuing Entity and the
      Owner
      Trustee have each appointed the Administrator to act as its agent to perform
      the
      duties and obligations of the Issuing Entity hereunder. Unless otherwise
      instructed by the Issuing Entity or the Owner Trustee, copies of all notices,
      requests, demands and other documents to be delivered to the Issuing Entity
      or
      the Owner Trustee pursuant to the terms hereof shall be delivered to the
      Administrator. Unless otherwise instructed by the Issuing Entity or the Owner
      Trustee, all notices, requests, demands and other documents to be executed
      or
      delivered, and any action to be taken, by the Issuing Entity or the Owner
      Trustee pursuant to the terms hereof may be executed, delivered and/or taken
      by
      the Administrator pursuant to the Administration Agreement.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



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

     

    
      	 	 	
              ISAC
                MBN Trust Series 200_ - _____,

            
	 	 	
              as
                Issuing Entity

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              not
                in its individual capacity but

              solely
                as Owner Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              as
                Indenture Trustee, as Certificate Paying

            
	 	 	
              Agent
                and as Note Registrar

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	 	 
	
              hereby
                accepts the appointment as Certificate Paying Agent pursuant to Section
                3.03 hereof and as Certificate Registrar pursuant to Section 4.02
                hereof.

            	 	 
	 	 	 
	 	 	 
	
              By:

            	 	 	 
	
              Title:

            	 	 	 
	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            
	 	 


    

    On
      this
      ____ day of __________, before me personally appeared ______________, to me
      known, who being by me duly sworn, did depose and say, that he resides at
      _________________, __________________ _____, that he is the of the Owner
      Trustee, one of the corporations described in and which executed the above
      instrument; that he knows the seal of said corporation; that the seal affixed
      to
      said instrument is such corporate seal; that it was so affixed by order of
      the
      Board of Directors of said corporation; and that he signed his name thereto
      by
      like order.

     

    


    
      	 	 
	 	
              Notary
                Public

            


    

    


    


    


    [NOTARIAL
      SEAL]

    


    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            
	 	 


    

    On
      this
      ____ day of __________, before me personally appeared , to me known, who being
      by me duly sworn, did depose and say, that he resides at ____________________,
      that he is the ______________ of ________________, as Indenture Trustee, one
      of
      the corporations described in and which executed the above instrument; that
      he
      knows the seal of said corporation; that the seal affixed to said instrument
      is
      such corporate seal; that it was so affixed by order of the Board of Directors
      of said corporation; and that he signed his name thereto by like
      order.

     

    


    
      	 	 
	 	
              Notary
                Public

            


    

    


    


    


    [NOTARIAL
      SEAL]

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            
	 	 


    

    On
      this
      ____ day of __________, before me personally appeared , to me known, who being
      by me duly sworn, did depose and say, that he resides at
      ________________________, that he is an ________________ of _______________,
      as
      Indenture Trustee, one of the corporations described in and which executed
      the
      above instrument; that he knows the seal of said corporation; that the seal
      affixed to said instrument is such corporate seal; that it was so affixed by
      order of the Board of Directors of said corporation; and that he signed his
      name
      thereto by like order.

     

    


    
      	 	 
	 	
              Notary
                Public

            


    

    


    


    


    [NOTARIAL
      SEAL]

    


    




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    EXHIBIT
      A

     

    FORM
      OF
      CLASS [_]-A-[_] BONDS

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ISAC
      MBN
      TRUST SERIES 200_-_

     

    COLLATERALIZED
      ASSET-BACKED BONDS

     

    CLASS
      [_]-A-[_]

     

    
      	
              AGGREGATE
                [BOND PRINCIPAL

              BALANCE]
                [NOTIONAL AMOUNT]: $[          
                 ]

            	
              BOND
                INTEREST

              RATE:
                [Adjustable Rate] [___%]

               

            
	
              INITIAL
                [BOND PRINCIPAL

              BALANCE]
                [NOTIONAL AMOUNT] OF THIS BOND:
                $[              
                ]

               

            	
              BOND
                NO. 1

            
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO.
                [              
                ]

            


    

    


    ISAC
      MBN
      Trust Series 200_-_ (the “Issuing Entity”), a Delaware statutory trust, for
      value received, hereby promises to pay to Cede & Co. 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 _________ 200_
      and ending on or before the Payment Date occurring in _________ 20__ (the “Final
      Scheduled Payment Date”) and to pay] interest on the [Bond Principal
      Balance][Notional Amount] of this Bond (this “Bond”) outstanding from time to
      time as provided below.

     

    This
      Bond
      is one of a duly authorized issue of the Issuing Entity’s Collateralized
      Asset-Backed Bonds, Series 200_-_ (the “Bonds”), issued under an Indenture dated
      as of ___________, 200_ (the “Indenture”), between the Issuing Entity and
      ___________, as indenture trustee (the “Indenture Trustee”, which term includes
      any successor Indenture Trustee under the Indenture), 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 Bonds and the terms upon which the Bonds are to be
      authenticated and delivered. All terms used in this Bond which are defined
      in
      the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of [principal and] interest on this Bond will be made on each Payment Date
      to
      the Bondholder of record as of the related Record Date. [The “Bond Principal
      Balance” of a Bond as of any date of determination is equal to the initial Bond
      Principal Balance thereof, reduced by the aggregate of all amounts previously
      paid with respect to such Bond on account of principal and the aggregate amount
      of cumulative Realized Losses allocated to such Bond on all prior Payment
      Dates.] [The “Notional Amount” of this Bond, immediately prior to the related
      Payment Date, for the for the __________ 200_ Payment Date, is $__________,
      for
      the ________ 200_ Payment Date, $__________, for the _________ 200_ Payment
      Date, $__________, for the _________ 200_ Payment Date, $__________, for the
      _________ 200_ Payment Date, $__________, for the __________ 200_Payment Date,
      $__________ and for the _________ 200_ Payment Date and thereafter,
      $0.]

     

    The
      [principal of], [and interest on], this Bond [are] [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
      Bond
      shall be equal to this Bond’s pro rata share of the aggregate payments on all
      Class [_-A-_] Bonds as described above, and shall be applied as [between]
      interest [and principal] as provided in the Indenture. [In addition, any
      payments received by the Indenture Trustee in respect of the Guaranty Agreement
      shall be paid to the Holders of this Bond pursuant to Section 3.30 of the
      Indenture.]

     

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

     

    The
      Group
      [1][2] Bonds are subject to redemption in whole, but not in part, by the
      Majority Certificateholder, on or after the earlier of (i) the Payment Date
      on
      which the aggregate Stated Principal Balance of the Group [1][2] Loans as of
      the
      end of the related Due Period is less than or equal to __% of the sum of the
      aggregate Stated Principal Balance of the Group [1][2] Loans as of the Cut-off
      Date, and (ii) the Payment Date occurring in _________ 20__. 

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Bonds
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Bonds. The assets included in the
      Trust Estate will be the sole source of payments on the Class [_]-A-[_] Bonds,
      and each Holder hereof, by its acceptance of this Bond, agrees that (i) such
      Bond 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, Impac Secured
      Assets Corp., Impac Mortgage Holdings, Inc., the Master Servicer or any of
      their
      respective affiliates, or to the assets of any of the foregoing entities, except
      the assets of the Issuing Entity pledged to secure the Class [_]-A-[_] Bonds
      pursuant to the Indenture and the rights conveyed to the Issuing Entity under
      the Indenture.

     

    Any
      payment of [principal or] interest payable on this Bond which is punctually
      paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Bond 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 Bond Register
      on such Record Date, except for the final installment of [principal and]
      interest payable with respect to such Bond, which shall be payable as provided
      below. Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Bond 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 scheduled reductions in the [principal amount][Notional Amount]
      of a
      Bond (or one or more predecessor Bonds) effected by payments of principal made
      on any Payment Date shall be binding upon all Holders of this Bond and of any
      bond issued upon the registration of transfer thereof or in exchange therefor
      or
      in lieu thereof, whether or not such payment is noted on such Bond. The final
      payment of this Bond shall be payable upon presentation and surrender thereof
      on
      or after the Payment Date thereof at the Corporate Trust Office or the office
      or
      agency of the Issuing Entity maintained by it for such purpose pursuant to
      Section 3.02 of the Indenture.

     

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

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Bonds, the Bonds 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 Bond Principal
      Balance of the Bonds, the amount payable to the Holder of this Bond will be
      equal to [the sum of the unpaid Bond Principal Balance of the Bonds, together
      with] accrued and unpaid interest [thereon] [on the Notional Amount] as
      described in the Indenture. The Indenture provides that, notwithstanding the
      acceleration of the maturity of the Bonds, under certain circumstances specified
      therein, all amounts collected as proceeds of the Trust Estate securing the
      Bonds or otherwise shall continue to be applied to payments of [principal of
      and] interest on the Bonds 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 Bond or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring the Bond with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of a Bond will not give rise to a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code as a result of the Issuing Entity, the Sponsor, the Depositor, the
      Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer,
      any
      Subservicer, any other servicer, any administrator, any provider of credit
      support, any owner of the Certificates, or any of their Affiliates being a
      “Party in Interest” (within the meaning of ERISA) or Disqualified Person (within
      the meaning of the Code) with respect to such Holder or Beneficial Owner that
      is
      a Plan and (B) the Bonds are rated investment grade or better and such person
      believes that the Bonds are properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      the
      Bonds. Alternatively, regardless of the rating of the Bonds, 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, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
      Servicer or any successor servicer which opines that the acquisition, holding
      and transfer of such Bond 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 Master 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 Bond may be registered on the Bond Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Bond 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 Bonds of any authorized denominations and of a like aggregate initial
      [Bond Principal Balance][Notional Amount], will be issued to the designated
      transferee or transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Bond, 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 Bond is registered
      as
      the owner of such Bond (i) on the applicable Record Date for the purpose of
      making payments and interest of such Bond, and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Bond 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 Bonds under the Indenture at any time
      by
      the Issuing Entity with the consent of the Holders of a majority of all Bonds
      at
      the time outstanding. The Indenture also contains provisions permitting the
      Holders of Bonds representing specified percentages of the aggregate Bond
      Principal Balance of the Bonds on behalf of the Holders of all the Bonds, to
      waive any past Default under the Indenture and its consequences. Any such waiver
      by the Holder, at the time of the giving thereof, of this Bond (or any one
      or
      more predecessor Bonds) shall bind the Holder of every Bond 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 Bond. The Indenture
      also permits the Issuing Entity and the Indenture Trustee to amend or waive
      certain terms and conditions set forth in the Indenture without the consent
      of
      the Holders of the Bonds issued thereunder.

     

    Initially,
      the Bonds will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for the Bonds. The Bonds will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. The Bonds are exchangeable
      for a like aggregate initial [Bond Principal Balance][Notional Amount] of Bonds
      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 Bond shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE CREATING THIS BOND 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Dated:
                _________, 200_

            	 
	 	
              ISAC
                MBN TRUST SERIES 200_-_

               

            
	 	
              BY:
                ___________, 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 Bonds referred to in the within-mentioned Indenture.

     

    ___________,
      as
      Indenture Trustee

     

    


     

    By:______________________________________

    Authorized
      Signatory

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Bond,
      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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 Bond and all rights thereunder, and hereby irrevocably constitutes and
      appoints ____________________________________ attorney to transfer said Bond
      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 Bond 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.

     

    


     

    


     


    FORM
      OF
      CLASS [_]-M-[_] BONDS

     

    THIS
      BOND
      IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [_]-A-[_] BONDS [AND CLASS
      [_]-M-[_] BONDS] AS DESCRIBED IN THE INDENTURE.

     

    UNLESS
      THIS BOND 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 BOND 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 BOND 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
      BOND
      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 BOND.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ISAC
      MBN TRUST SERIES 200_-_

    COLLATERALIZED
      ASSET-BACKED BONDS

    CLASS
      [_]-M-[_]

    


    
      	
              AGGREGATE
                BOND PRINCIPAL

              BALANCE:
                $[             
                ]

            	
              BOND
                INTEREST

              RATE:
                Adjustable Rate

               

            
	
              INITIAL
                BOND PRINCIPAL

              BALANCE
                OF THIS BOND:
                $[                
                 ]

               

            	
              BOND
                NO. 1

            
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO.
                [               
                ]

            


    

    


    ISAC
      MBN
      Trust Series 200_-_ (the “Issuing Entity”), a Delaware statutory trust, for
      value received, hereby promises to pay to Cede & Co. 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 _________ 200_ and ending on or before the Payment Date occurring
      in _________ 20__ (the “Final Scheduled Payment Date”) and to pay interest on
      the Bond Principal Balance of this Bond (this “Bond”) outstanding from time to
      time as provided below.

     

    This
      Bond
      is one of a duly authorized issue of the Issuing Entity’s Collateralized
      Asset-Backed Bonds, Series 200_-_ (the “Bonds”), issued under an Indenture dated
      as of ___________, 200_ (the “Indenture”), between the Issuing Entity and
      ___________, as indenture trustee (the “Indenture Trustee”, which term includes
      any successor Indenture Trustee under the Indenture), 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 Bonds and the terms upon which the Bonds are to be
      authenticated and delivered. All terms used in this Bond which are defined
      in
      the Indenture shall have the meanings assigned to them in the
      Indenture.

     

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

     

    The
      principal of, and interest on, this Bond 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 Bond shall be equal
      to
      this Bond’s pro rata share of the aggregate payments on all Class [_]-M-[_]
      Bonds as described above, and shall be applied as between interest and principal
      as provided in the Indenture.

     

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

     

    The
      Group
      [1][2] Bonds are subject to redemption in whole, but not in part, by the
      Majority Certificateholder, on or after the earlier of (i) the Payment Date
      on
      which the aggregate Stated Principal Balance of the Group [1][2] Loans as of
      the
      end of the related Due Period is less than or equal to __% of the sum of the
      aggregate Stated Principal Balance of the Group [1][2] Loans as of the Cut-off
      Date, and (ii) the Payment Date occurring in _________ 20__. 

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Bonds
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Bonds. The assets included in the
      Trust Estate will be the sole source of payments on the Class [_]-M-[_] Bonds,
      and each Holder hereof, by its acceptance of this Bond, agrees that (i) such
      Bond 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, Impac Secured
      Assets Corp., Impac Mortgage Holdings, Inc., the Master Servicer or any of
      their
      respective affiliates, or to the assets of any of the foregoing entities, except
      the assets of the Issuing Entity pledged to secure the Class [_]-M-[_] Bonds
      pursuant to the Indenture and the rights conveyed to the Issuing Entity under
      the Indenture.

     

    Any
      payment of principal or interest payable on this Bond which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Bond 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 Bond Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Bond, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Bond 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 Bond (or one or more
      predecessor Bonds) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Bond and of any bond issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Bond. The final payment of this
      Bond shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the Corporate Trust Office or the office or agency
      of
      the Issuing Entity maintained by it for such purpose pursuant to Section 3.02
      of
      the Indenture.

     

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

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Bonds, the Bonds 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 Bond Principal
      Balance of the Bonds, the amount payable to the Holder of this Bond will be
      equal to the sum of the unpaid Bond Principal Balance of the Bonds, together
      with accrued and unpaid interest thereon as described in the Indenture. The
      Indenture provides that, notwithstanding the acceleration of the maturity of
      the
      Bonds, under certain circumstances specified therein, all amounts collected
      as
      proceeds of the Trust Estate securing the Bonds or otherwise shall continue
      to
      be applied to payments of principal of and interest on the Bonds 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 Bond or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring the Bond with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of a Bond will not give rise to a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code as a result of the Issuing Entity, the Sponsor, the Depositor, the
      Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer,
      any
      Subservicer, any other servicer, any administrator, any provider of credit
      support, any owner of the Certificates, or any of their Affiliates being a
      “Party in Interest” (within the meaning of ERISA) or Disqualified Person (within
      the meaning of the Code) with respect to such Holder or Beneficial Owner that
      is
      a Plan and (B) the Bonds are rated investment grade or better and such person
      believes that the Bonds are properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      the
      Bonds. Alternatively, regardless of the rating of the Bonds, 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, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
      Servicer or any successor servicer which opines that the acquisition, holding
      and transfer of such Bond 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 Master 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 Bond may be registered on the Bond Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Bond 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 Bonds of any authorized denominations and of a like aggregate initial
      Bond Principal Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Bond, 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 Bond is registered
      as
      the owner of such Bond (i) on the applicable Record Date for the purpose of
      making payments and interest of such Bond, and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Bond 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 Bonds under the Indenture at any time
      by
      the Issuing Entity with the consent of the Holders of a majority of all Bonds
      at
      the time outstanding. The Indenture also contains provisions permitting the
      Holders of Bonds representing specified percentages of the aggregate Bond
      Principal Balance of the Bonds on behalf of the Holders of all the Bonds, to
      waive any past Default under the Indenture and its consequences. Any such waiver
      by the Holder, at the time of the giving thereof, of this Bond (or any one
      or
      more predecessor Bonds) shall bind the Holder of every Bond 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 Bond. The Indenture
      also permits the Issuing Entity and the Indenture Trustee to amend or waive
      certain terms and conditions set forth in the Indenture without the consent
      of
      the Holders of the Bonds issued thereunder.

     

    Initially,
      the Bonds will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for the Bonds. The Bonds will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. The Bonds are exchangeable
      for a like aggregate initial Bond Principal Balance of Bonds 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 Bond shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE CREATING THIS BOND 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Dated:
                ___________, 200_

            	 
	 	
              ISAC
                MBN TRUST SERIES 200_-_

               

            
	 	
              BY:
                ___________, 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 Bonds referred to in the within-mentioned Indenture.

     

    ___________,
      as
      Indenture Trustee

     

    By: ________________________________

    Authorized
      Signatory


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Bond,
      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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 Bond and all rights thereunder, and hereby irrevocably constitutes and
      appoints _____________________________________ attorney to transfer said Bond
      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 Bond 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.

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      CLASS [__]-B BONDS

     

    THIS
      BOND
      IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A BONDS [,] [AND] CLASS M
      BONDS
      [AND CLASS [_]-B BONDS] AS DESCRIBED IN THE INDENTURE.

     

    UNLESS
      THIS BOND 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 BOND 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 BOND 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
      BOND
      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 BOND.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ISAC
      MBN TRUST SERIES 200_-_

    COLLATERALIZED
      ASSET-BACKED BONDS

    CLASS
      [_]-B

    


    
      	
              AGGREGATE
                BOND PRINCIPAL

              BALANCE:
                $[                
                ]

            	
              BOND
                INTEREST

              RATE:
                [Adjustable Rate]

               

            
	
              INITIAL
                BOND PRINCIPAL

              BALANCE
                OF THIS BOND:
                $[                  
                ]

               

            	
              BOND
                NO. 1

            
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO.
                [                
                ]

            


    

    


    ISAC
      MBN
      Trust Series 200_-_ (the “Issuing Entity”), a Delaware statutory trust, for
      value received, hereby promises to pay to Cede & Co. 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 _________ 200_ and ending on or before the Payment Date occurring
      in _________ 20__ (the “Final Scheduled Payment Date”) and to pay interest on
      the Bond Principal Balance of this Bond (this “Bond”) outstanding from time to
      time as provided below.

     

    This
      Bond
      is one of a duly authorized issue of the Issuing Entity’s Collateralized
      Asset-Backed Bonds, Series 200_-_ (the “Bonds”), issued under an Indenture dated
      as of ____________, 200_ (the “Indenture”), between the Issuing Entity and
      ___________, as indenture trustee (the “Indenture Trustee”, which term includes
      any successor Indenture Trustee under the Indenture), 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 Bonds and the terms upon which the Bonds are to be
      authenticated and delivered. All terms used in this Bond which are defined
      in
      the Indenture shall have the meanings assigned to them in the
      Indenture.

     

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

     

    The
      principal of, and interest on, this Bond 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 Bond shall be equal
      to
      this Bond’s pro rata share of the aggregate payments on all Class [_]-B Bonds as
      described above, and shall be applied as between interest and principal as
      provided in the Indenture.

     

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

     

    The
      Group
      [1][2] Bonds are subject to redemption in whole, but not in part, by the
      Majority Certificateholder, on or after the earlier of (i) the Payment Date
      on
      which the aggregate Stated Principal Balance of the Group [1][2] Loans as of
      the
      end of the related Due Period is less than or equal to __% of the sum of the
      aggregate Stated Principal Balance of the Group [1][2] Loans as of the Cut-off
      Date, and (ii) the Payment Date occurring in _________ 20__. 

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Bonds
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Bonds. The assets included in the
      Trust Estate will be the sole source of payments on the Class [_]-B Bonds,
      and
      each Holder hereof, by its acceptance of this Bond, agrees that (i) such Bond
      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, Impac Secured Assets
      Corp., Impac Mortgage Holdings, Inc., the Master Servicer or any of their
      respective affiliates, or to the assets of any of the foregoing entities, except
      the assets of the Issuing Entity pledged to secure the Class [_]-B Bonds
      pursuant to the Indenture and the rights conveyed to the Issuing Entity under
      the Indenture.

     

    Any
      payment of principal or interest payable on this Bond which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Bond 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 Bond Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Bond, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Bond 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 Bond (or one or more
      predecessor Bonds) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Bond and of any bond issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Bond. The final payment of this
      Bond shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the Corporate Trust Office or the office or agency
      of
      the Issuing Entity maintained by it for such purpose pursuant to Section 3.02
      of
      the Indenture.

     

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

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Bonds, the Bonds 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 Bond Principal
      Balance of the Bonds, the amount payable to the Holder of this Bond will be
      equal to the sum of the unpaid Bond Principal Balance of the Bonds, together
      with accrued and unpaid interest thereon as described in the Indenture. The
      Indenture provides that, notwithstanding the acceleration of the maturity of
      the
      Bonds, under certain circumstances specified therein, all amounts collected
      as
      proceeds of the Trust Estate securing the Bonds or otherwise shall continue
      to
      be applied to payments of principal of and interest on the Bonds 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 Bond or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring the Bond with Plan Assets or (2)
      (A) the acquisition, holding and transfer of a Bond will not give rise to a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code as a result of the Issuing Entity, the Sponsor, the Depositor, the
      Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer,
      any
      Subservicer, any other servicer, any administrator, any provider of credit
      support, any owner of the Certificates, or any of their Affiliates being a
      “Party in Interest” (within the meaning of ERISA) or Disqualified Person (within
      the meaning of the Code) with respect to such Holder or Beneficial Owner that
      is
      a Plan and (B) the Bonds are rated investment grade or better and such person
      believes that the Bonds are properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      the
      Bonds. Alternatively, regardless of the rating of the Bonds, 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, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
      Servicer or any successor servicer which opines that the acquisition, holding
      and transfer of such Bond 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 Master 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 Bond may be registered on the Bond Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Bond 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 Bonds of any authorized denominations and of a like aggregate initial
      Bond Principal Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Bond, 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 Bond is registered
      as
      the owner of such Bond (i) on the applicable Record Date for the purpose of
      making payments and interest of such Bond, and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Bond 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 Bonds under the Indenture at any time
      by
      the Issuing Entity with the consent of the Holders of a majority of all Bonds
      at
      the time outstanding. The Indenture also contains provisions permitting the
      Holders of Bonds representing specified percentages of the aggregate Bond
      Principal Balance of the Bonds on behalf of the Holders of all the Bonds, to
      waive any past Default under the Indenture and its consequences. Any such waiver
      by the Holder, at the time of the giving thereof, of this Bond (or any one
      or
      more predecessor Bonds) shall bind the Holder of every Bond 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 Bond. The Indenture
      also permits the Issuing Entity and the Indenture Trustee to amend or waive
      certain terms and conditions set forth in the Indenture without the consent
      of
      the Holders of the Bonds issued thereunder.

     

    Initially,
      the Bonds will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for the Bonds. The Bonds will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. The Bonds are exchangeable
      for a like aggregate initial Bond Principal Balance of Bonds 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 Bond shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE CREATING THIS BOND 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Dated:
                ___________, 200_

            	 
	 	
              ISAC
                MBN TRUST SERIES 200_-_

               

            
	 	
              BY:
                ___________, 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 Bonds referred to in the within-mentioned Indenture.

     

    ___________,
      as
      Indenture Trustee

     

    


     

    By: _______________________________

    Authorized
      Signatory


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Bond,
      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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 Bond and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Bond 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 Bond 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.

    


    


     

    EXHIBIT
      B

     

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

     

    REPORTING
      RESPONSIBILITY

     

    


    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trustee pursuant
      to Section 3.25(a)(iv). If the Trustee is indicated below as to any item, then
      the Trustee is primarily responsible for obtaining that information.


    


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

    

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Trustee

              	
                Custodian

              	
                6.07
                  statement

              	
                Depositor

              	
                Sponsor

              	
                Certificate
                  Administrator

              
	
                10-D

              	
                Must
                  be filed within 15 days of the distribution date for the asset-backed
                  securities.

              	 	 
	 	
                1

              	
                Distribution
                  and Pool Performance Information

              	 	 	 	 	 	 	 	 
	 	 	
                Item
                  1121(a) - Distribution and Pool Performance
                  Information

              	 	 	 	 	 	 	 	 
	 	 	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (3)
                  Calculated amounts and distribution of the flow of funds for the
                  period
                  itemized by type and priority of payment, including:

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (iv)
                  The amount of excess cash flow or excess spread and the disposition
                  of
                  excess cash flow.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (4)
                  Beginning and ending principal balances of the asset-backed
                  securities.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average life, weighted average remaining term,
                  pool
                  factors and prepayment amounts.

              	 	 	 	 	
                X

              	
                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              	 	 
	 	 	
                (9)
                  Delinquency and loss information for the period.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool
                  assets.

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	 	 	
                X

                (subject
                  to Depositor approval)

              	 	 	 	 	 
	 	 	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, 

              	 	 	 	 	 	
                X

              	 	 
	 	 	
                [information
                  regarding] any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                 

                Updated
                  pool information as required under Item 1121(b).

              	 	 	 	 	 	
                X

              	 	 
	 	
                2

              	
                Legal
                  Proceedings

              	 	 	 	 	 	 	 	 
	 	 	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 	 
	 	 	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              	 
	 	 	
                Depositor

              	 	 	 	 	 	
                X

              	 	 
	 	 	
                Trustee

              	 	 	 	 	
                X

              	 	 	 
	 	 	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Certificate
                  Administrator

              	 	 	 	 	 	 	 	
                X

              
	 	 	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Custodian

              	 	 	 	
                X

              	 	 	 	 
	 	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	 	 	 	 	 	 	 	 
	 	 	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	 	 	 	 	 	
                X

              	 	 
	 	
                4

              	
                Defaults
                  Upon Senior Securities

              	 	 	 	 	 	 	 	 
	 	 	
                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	 	 	
                X

              	 	 	 	 	 
	 	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	 	 	 	 	 	 	 	 
	 	 	
                Information
                  from Item 4 of Part II of Form 10-Q

              	 	 	
                X

              	 	 	 	 	 
	 	
                6

              	
                Significant
                  Obligors of Pool Assets

              	 	 	 	 	 	 	 	 
	 	 	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 	 	 	 	 	 	 	 
	 	
                7

              	
                Significant
                  Enhancement Provider Information

              	 	 	 	 	 	 	 	 
	 	 	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 	 	 	 	 	 	 	 
	 	 	
                Determining
                  applicable disclosure threshold

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 	 	 	 	 	 	 	 
	 	 	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	
                X

              	 	 
	 	 	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 	 	 	 	 	 	 	 
	 	
                8

              	
                Other
                  Information

              	 	 	 	 	 	 	 	 
	 	 	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below.

              
	 	
                9

              	
                Exhibits

              	 	 	 	 	 	 	 	 
	 	 	
                Distribution
                  report

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	 	 	 	 	 	
                X

              	 	 
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              	 	 	 	 
	 	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	 	 	 	 	 	 	 	 
	 	 	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	 	
                X

              	
                X
                  (if Master Servicer is not a party)

              	 	 	
                X
                  (if Master Servicer is not a party)

              	
                X
                  (if Master Servicer is not a party)

              	
                X
                  (if Master Servicer is not a party)

              
	 	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	 	 	 	 	 	 	 	 
	 	 	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	 	 	 	 	 	 	 	 
	 	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 	 	 	 	 	 	 	 
	 	 	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following: 

                 

                Sponsor
                  (Seller), Depositor, Master Servicer, affiliated Servicer, other
                  Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Certificate Administrator, Trustee, significant obligor,
                  credit
                  enhancer (10% or more), derivatives counterparty,
                  Custodian

              	 	
                X

              	
                X
                  (if Master Servicer is not a party)

              	 	 	
                X
                  (if Master Servicer is not a party)

              	
                X
                  (if Master Servicer is not a party)

              	
                X
                  (if Master Servicer is not a party)

              
	 	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

              	 	 	 	 	 	 	 	 
	 	 	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the 6.07 statement

              	 	
                X

              	 	 	 	 	 	 
	 	
                3.03

              	
                Material
                  Modification to Rights of Security Holders

              	 	 	 	 	 	 	 	 
	 	 	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

              	 	 	
                X

              	 	 	 	 	 
	 	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

              	 	 	 	 	 	 	 	 
	 	 	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

              	 	 	 	 	 	
                X

              	 	 
	 	
                5.06

              	
                Change
                  in Shell Company Status

              	 	 	 	 	 	 	 	 
	 	 	
                [Not
                  applicable to ABS issuers]

              	 	 	 	 	 	
                X

              	 	 
	 	
                6.01

              	
                ABS
                  Informational and Computational Material

              	 	 	 	 	 	 	 	 
	 	 	
                [Not
                  included in reports to be filed under Section 3.18]

              	 	 	 	 	 	
                X

              	 	 
	 	
                6.02

              	
                Change
                  of Servicer or Trustee

              	 	 	 	 	 	 	 	 
	 	 	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, certificate
                  administrator or trustee. Reg AB disclosure about any new servicer
                  or
                  trustee is also required.

              	 	
                X

              	
                X

              	 	 	 	 	 
	 	
                6.03

              	
                Change
                  in Credit Enhancement or Other External Support

              	 	 	 	 	 	 	 	 
	 	 	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  Reg AB disclosure about any new enhancement provider is also
                  required.

              	 	 	
                X

              	 	 	
                X

              	 	 
	 	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	 	 	
                X

              	 	 	 	 	 
	 	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	 	 	 	 	 	 	 	 
	 	 	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	 	 	 	 	 	
                X

              	 	 
	 	 	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	 	 	 	 	 	
                X

              	 	 
	 	
                7.01

              	
                Regulation
                  FD Disclosure

              	 	 	 	 	 	
                X

              	 	 
	 	
                8.01

              	
                Other
                  Events

              	 	 	 	 	 	 	 	 
	 	 	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to security
                  holders.

              	 	 	 	 	 	
                X

              	 	 
	 	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                The
                  Responsible Party applicable to reportable event.

              
	 	 	 	 	 	 	 	 	 	 	 
	
                10-K

              	
                Must
                  be filed with in
                  90 days of the fiscal year end for the registrant.

              	 	 	 	 
	 	
                9B

              	
                Other
                  Information

              	 	 	 	 	 	 	 	 
	 	 	
                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  above.

              
	 	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	 	 	 	 	 	 	 	 
	 	 	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

              	 	 	 	 	 	 	 	 
	 	 	
                Determining
                  applicable disclosure threshold

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information

              	 	 	 	 	 	 	 	 
	 	 	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	
                X

              	 	 
	 	 	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              	 
	 	 	
                Depositor

              	 	 	 	 	 	
                X

              	 	 
	 	 	
                Trustee

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Issuing
                  entity

              	 	 	 	 	 	
                X

              	 	 
	 	 	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Certificate
                  Administrator

              	 	 	 	 	 	 	 	
                X

              
	 	 	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Custodian

              	 	 	 	
                X

              	 	 	 	 
	 	 	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

              	 	 	 	 	 	 	 	 
	 	 	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              	 
	 	 	
                Depositor

              	 	 	 	 	 	
                X

              	 	 
	 	 	
                Trustee

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Certificate
                  Administrator

              	 	 	 	 	 	 	 	
                X

              
	 	 	
                Originator

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Custodian

              	 	 	 	
                X

              	 	 	 	 
	 	 	
                Credit
                  Enhancer/Support Provider

              	 	 	
                X

              	 	 	 	 	 
	 	 	
                Significant
                  Obligor

              	 	
                X

              	 	 	 	 	 	 
	 	 	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                X

              	
                X

              	
                X

              	 	 	 	 	
                X

              
	 	 	
                Item
                  1123 - Servicer Compliance Statement

              	
                X

              	
                X

              	 	 	 	 	 	 


      

    

     

     

    
 

    EXHIBIT
      C

     

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

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


     

    Date: _________________________

     

     

    By:

     

    Name:
       ________________________________
      

     

    Title:
       ________________________________

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    






    APPENDIX
      A

     

    DEFINITIONS

     

    Adjustable
      Rate Mortgage Loan:
      A
      Mortgage Loan with a Mortgage Rate that is subject to periodic adjustment
      calculated on the basis of the Index, plus an applicable Gross Margin. Each
      Adjustable Rate Mortgage Loan is secured by a first lien on the related
      Mortgaged Property.

     

    Adjustment
      Date:
      As to
      each Adjustable Rate 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.

     

    Administrative
      Fee:
      The
      amount of the fee payable to the Owner Trustee together with the amount of
      the
      premium payable to the Note Insurer, which will accrue at ______% per annum
      based on the Note Principal Balance of the Notes.

     

    Advance:
      As to
      any Mortgage Loan, any advance made by the Master Servicer, pursuant to Section
      4.04 of the Servicing Agreement.

     

    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.

     

    Appraised
      Value:
      The
      appraised value of a Mortgaged Property based upon the lesser of (i) the
      appraisal made at the time of the origination of the related Mortgage Loan,
      or
      (ii) the sales price 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 (as reviewed and approved by the Sponsor) obtained at the time
      of
      refinancing.

     

    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.

     

    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:
      As to
      any Payment Date, an amount equal to the amount on deposit in the Payment
      Account on such Payment Date and available for distribution to the Noteholders
      (minus, if the Notes have been declared due and payable following an Event
      of
      Default on such Payment Date, any amounts owed to the Indenture Trustee by
      the
      Issuing Entity pursuant to Section 6.07 of the Indenture).

     

    Available
      Funds Cap Carry-Forward Amount:
      With
      respect to the Notes and any Payment Date, an amount equal to the sum of (x)
      the
      amount, if any, by which (a) the lesser of (1) the amount payable if clause
      (i)
      of the definition of Note Interest Rate is used to calculate interest and (2)
      the amount payable if the Maximum Note Interest Rate is used to calculate
      interest exceeds (b) the amount payable if clause (ii) of the definition of
      Note
      Interest Rate is used to calculate interest and (y) the interest accrued during
      the prior Interest Period on the amount of any Available Funds Cap Carry-Forward
      Amount immediately prior to such Payment Date, calculated on the basis of a
      360-day year and the actual number of days elapsed and using the Note Interest
      Rate applicable to such Payment Date minus (z) the aggregate of all amounts
      distributed to the Noteholders on all prior Payment Dates pursuant to Section
      3.05(v) of the Indenture.

     

    Available
      Funds Interest Rate:
      As to
      any Payment Date, a per annum rate equal to the lesser of (x) the fraction,
      expressed as a percentage, the numerator of which is (i) an amount equal to
      (A)
      1/12 of the aggregate Principal Balance of the then outstanding Mortgage Loans
      times the weighted average of the Expense Adjusted Mortgage Rates on the then
      outstanding Mortgage Loans minus (B) the Administrative Fee for such Payment
      Date, and the denominator of which is (ii) an amount equal to (A) the then
      outstanding aggregate Note Principal Balance of the Notes multiplied by (B)
      the
      actual number of days elapsed in the related Interest Period divided by 360
      and
      (y) the Maximum Note Interest Rate.

     

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

     

    Basic
      Documents:
      The
      Trust Agreement, the Certificate of Trust, the Indenture, the Mortgage Loan
      Purchase Agreement, the Insurance Agreement, the Servicing Agreement, and the
      other documents and certificates delivered in connection with any of the
      above.

     

    Beneficial
      Owner:
      With
      respect to any 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 Notes, ownership and transfers of which shall be
      made through book entries by the Depository as described in Section 4.06 of
      the
      Indenture.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday or (ii) a day on which banking
      institutions in the City of New York, Delaware or California or in the city
      in
      which the corporate trust offices of the Indenture Trustee or the Note Insurer
      are located, are required or authorized by law to be closed.

     

    Business
      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.

     

    Cash
      Liquidation:
      As to
      any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO
      Acquisition occurred, a determination by the Master Servicer that it has
      received all Insurance Proceeds, Liquidation Proceeds and other payments or
      cash
      recoveries which the Master 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(d) of the
      Trust Agreement. The Certificate Distribution Account shall be an Eligible
      Account.

     

    Certificate
      Paying Agent:
      The
      meaning specified in Section 3.10 of the Trust Agreement.

     

    Certificate
      Percentage Interest:
      With
      respect to each Certificate, the Certificate Percentage Interest 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, the Indenture Trustee, in its capacity as Certificate Registrar,
      or
      any successor to the Indenture Trustee in such capacity.

     

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

     

    Certificates:
      Impac
      Secured Assets Corp., Mortgage-Backed Certificates, Series 200_-_, 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:
      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 Indenture Trustee
      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.

     

    CMSA
      IRP:
      Commercial Mortgage Securities Association Investor Reporting Package.


     

    Closing
      Date:
      ______
      __, 200_.

     

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

     

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

     

    Collection
      Account:
      The
      account or accounts created and maintained pursuant to Section 3.06(d) of the
      Servicing Agreement. The Collection Account shall be an Eligible
      Account.

     

    Commission:
      The
      Securities and Exchange Commission.

     

    Combined
      Loan-To-Value Ratio:
      With
      respect to any Mortgage Loan and any date, the percentage equivalent of a
      fraction, the numerator of which is the Cut-Off Date Principal Balance of such
      Mortgage Loan and the denominator of which is the outstanding principal balance
      as of the date of the origination of such Mortgage Loan of any mortgage loan
      or
      mortgage loans that are secured by liens on the Mortgaged Property that are
      senior or subordinate to the Mortgage and the denominator of which is the
      Appraised Value of the related Mortgaged Property.

     

    Compensating
      Interest:
      With
      respect to any Determination Date, an amount equal to the lesser of (i) the
      aggregate amount of Prepayment Interest Shortfall for the related Prepayment
      Period and (ii) the Servicing Fee for such Determination Date.

     

    Converted
      Mortgage Loan:
      Any
      Convertible Mortgage Loan with respect to which the interest rate borne by
      such
      Mortgage Loan has been converted from an adjustable interest rate to a fixed
      interest rate.

     

    Convertible
      Mortgage Loan:
      Any
      Adjustable Rate Mortgage Loan which by its terms grants to the related Mortgagor
      the option to convert the interest rate borne by such Mortgage Loan from an
      adjustable interest rate to a fixed interest rate.

     

    Converting
      Mortgage Loan:
      Any
      Convertible Mortgage Loan with respect to which the related Mortgagor has given
      notice of his intent to convert from an adjustable interest rate to a fixed
      interest rate and prior to the conversion of such Mortgage Loan.

     

    Corporate
      Trust Office:
      With
      respect to the Indenture Trustee, Certificate Registrar, Certificate Paying
      Agent and Paying Agent, the principal corporate trust office of the Indenture
      Trustee and Note Registrar 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 __________, _________, ______, __________ _____,
      Attention: ________ ___ ______, except that for purposes of Section 4.02 of
      the
      Indenture and Section 3.09 of the Trust Agreement, such term shall include
      the
      Indenture Trustee’s office or agency at _______________, ________, ________
      _____, Attention: ___________ _________. 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 ___________________,
      __________________, __________________, __________, ________ _____, Attention:
      ______________________.

     

    Corrected
      Mortgage Loan:
      Any
      commercial or mixed-use loan which is no longer a Specially Serviced Mortgage
      Loan as a result of the curing of any event of default under such Specially
      Serviced Mortgage Loan through a modification, restructuring or workout
      negotiated by the Servicer, or a Special Servicer on the Servicer's behalf,
      and
      evidenced by a signed writing

     

    Cut-Off
      Date:
      With
      respect to the Mortgage Loans, ______ 1, 200_.

     

    Cut-Off
      Date Principal Balance:
      With
      respect to any Mortgage Loan, the unpaid principal balance thereof as of the
      opening of business on the last day of the related Due Period immediately prior
      to the Cut-Off 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 is or with notice or the lapse of time or both would become
      an
      Event of Default.

     

    Deficiency
      Amount:
      The
      meaning provided in the Note Insurance Policy.

     

    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 4.06 of the Indenture.

     

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

     

    Depositor:
      Impac
      Secured Assets Corp., a California corporation, or its successor in
      interest.

     

    Depository
      Or Depository Agency:
      The
      Depository Trust Company or a successor appointed by the Indenture Trustee
      with
      the approval of the Depositor. 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.

     

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

     

    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:
      The
      first day of the month of the related Payment Date.

     

    Due
      Period:
      With
      respect to any Mortgage Loan and Due Date, the period commencing on the second
      day of the month preceding the month of such Payment Date (or, with respect
      to
      the first Due Period, the day following the Cut-Off Date) and ending on the
      related Due Date.

     

    Eligible
      Account:
      An
      account that is any of the following: (i) maintained with a depository
      institution the short term deposits of which have been rated by each Rating
      Agency in its highest rating available, or (ii) an account or accounts in a
      depository institution in which such accounts are fully insured to the limits
      established by the FDIC, provided
      that any
      deposits not so insured shall, to the extent acceptable to the Note Insurer
      and
      each Rating Agency, as evidenced in writing, be maintained such that (as
      evidenced by an Opinion of Counsel delivered to the Indenture Trustee, the
      Note
      Insurer and each Rating Agency) the Indenture Trustee have 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 main tained, or (iii) in
      the
      case of the Collection Account, either (A) a trust account or accounts
      maintained at the Corporate Trust Department of the Indenture Trustee or (B)
      an
      account or accounts maintained at the Corporate Trust Department of the
      Indenture Trustee, as long as its short term debt obligations are rated P-1
      by
      Moody’s and A-1 by Standard & Poor’s or better and its long term debt
      obligations are rated A2 by Moody’s and A by Standard & Poor’s or better, or
      (iv) in the case of the Collection Account and the Payment Account, a trust
      account or accounts maintained in the corporate trust division of the Indenture
      Trustee, or (v) an account or accounts of a depository institution acceptable
      to
      each Rating Agency as evidenced in writing by each Rating Agency that use of
      any
      such account as the Collection Account or the Payment Account will not reduce
      the rating assigned to any of the Securities by such Rating Agency below
      investment grade without taking into account the Note Insurance Policy and
      acceptable to the Note Insurer as evidenced in writing.

     

    Eligible
      Investments:
      One or
      more of the following:

     

    (i)  direct
      obligations of, and obligations fully guaranteed by, the United States of
      America, the Federal Home Mortgage Corporation, the Federal National Mortgage
      Association, the Federal Home Loan Banks or any agency or instrumentality of
      the
      United States of America the obligations of which are backed by the full faith
      and credit of the United States of America;

     

    (ii)  (A)
      demand and time deposits in, certificates of deposit of, banker’s acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Indenture Trustee or its agent acting in their respective
      commercial capacities) incorporated under the laws of the United States of
      America or any State thereof and subject to supervision and examination by
      federal and/or state authorities, so long as at the time of such investment
      or
      contractual commitment providing for such investment, such depository
      institution or trust company has a short term unsecured debt rating in the
      highest available rating category of each of the Rating Agencies and provided
      that each such investment has an original maturity of no more than 365 days,
      and
      (B) any other demand or time deposit or deposit which is fully insured by the
      Federal Deposit Insurance Corporation;

     

    (iii)  repurchase
      obligations with a term not to exceed 30 days with respect to any security
      described in clause (i) above and entered into with a depository institution
      or
      trust company (acting as a principal) rated “A” or higher by S&P and A2 or
      higher by Moody’s; provided, however, that collateral transferred pursuant to
      such repurchase obligation must (A) be valued weekly at current market price
      plus accrued interest, (B) pursuant to such valuation, equal, at all times,
      105%
      of the cash transferred by the Indenture Trustee in exchange for such collateral
      and (C) be delivered to the Indenture Trustee or, if the Indenture Trustee
      is
      supplying the collateral, an agent for the Indenture Trustee, in such a manner
      as to accomplish perfection of a security interest in the collateral by
      possession of certificated securities.

     

    (iv)  securities
      bearing interest or sold at a discount issued by any corporation incorporated
      under the laws of the United States of America or any State thereof which has
      a
      long term unsecured debt rating in the highest available rating category of
      each
      of the Rating Agencies at the time of such investment;

     

    (v)  commercial
      paper having an original maturity of less than 365 days and issued by an
      institution having a short term unsecured debt rating in the highest available
      rating category of each of the Rating Agencies at the time of such
      investment;

     

    (vi)  a
      guaranteed investment contract approved by each of the Rating Agencies and
      the
      Note Insurer and issued by an insurance company or other corporation having
      a
      long term unsecured debt rating in the highest available rating category of
      each
      of the Rating Agencies at the time of such investment;

     

    (vii)  money
      market funds having ratings in the highest available long-term rating category
      of each of the Rating Agencies at the time of such investment; any such money
      market funds which provide for demand withdrawals being conclusively deemed
      to
      satisfy any maturity requirement for Eligible Investments set forth in the
      Indenture; and

     

    (viii)  any
      investment approved in writing by each of the Rating Agencies and the Note
      Insurer.

     

    The
      Indenture Trustee may purchase from or sell to itself or an affiliate, as
      principal or agent, the Eligible Investments listed above.

     

    provided,
      however,
      that
      each such instrument shall be acquired in an arm’s length transaction and no
      such 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; provided
      further, however,
      that
      each such instrument acquired shall not be acquired at a price in excess of
      par.

     

    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 Collection Account in the month of substitution); (ii) comply
      with each representation and warranty set forth in clauses (ii) through (lxxvii)
      of Section 3.1(b) of the Mortgage Loan Purchase Agreement other than clauses
      (ii), (iii), (v)-(xi), (xiii)-(xiv), (l), (lxvi), (lxviii), (lxxi)(lxxiii);
      (iii) have a Mortgage Rate and Gross Margin no lower than and not more than
      1%
      per annum higher than the Mortgage Rate and Gross Margin, respectively, of
      the
      Deleted Mortgage Loan as of the date of substitution; (iv) have a Combined
      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 and (vi) not be 30 days or more
      delinquent.

     

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

     

    Event
      Of Default:
      With
      respect to the Indenture, any one of the following events (whatever the reason
      for such Event of Default and whether it shall be voluntary or involuntary
      or be
      effected by operation of law or pursuant to any judgment, decree or order of
      any
      court or any order, rule or regulation of any administrative or governmental
      body):

     

    (i)  a
      default
      in (a) the payment of the Interest Payment Amount or the Principal Payment
      Amount with respect to a Payment Date on such Payment Date or (b) the
      Subordination Increase Amount or the Available Funds Cap Carry-Forward Amount,
      but only, with respect to clause (b), to the extent funds are available to
      make
      such payment as provided in the Indenture; or

     

    (ii)  the
      failure by the Issuing Entity on the Final Scheduled Payment Date to reduce
      the
      Note Principal Balance to zero; or

     

    (iii)  there
      occurs a default in the observance or performance of any covenant or agreement
      of the Issuing Entity made in the Indenture, or any representation or warranty
      of the Issuing Entity made in the Indenture or in any certificate or other
      writing delivered pursuant hereto or in connection herewith proving to have
      been
      incorrect in any material respect as of the time when the same shall have been
      made, and such default shall continue or not be cured, or the circumstance
      or
      condition in respect of which such representation or warranty was incorrect
      shall not have been eliminated or otherwise cured, for a period of 30 days
      after
      there shall have been given, by registered or certified mail, to the Issuing
      Entity by the Indenture Trustee or to the Issuing Entity and the Indenture
      Trustee by the Note Insurer, or if a Note Insurer Default exists the Holders
      of
      at least 25% of the Outstanding Amount of the Notes, a written notice specifying
      such default or incorrect representation or warranty and requiring it to be
      remedied and stating that such notice is a notice of default hereunder;
      or

     

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

     

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

     

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

     

    Excess
      Subordination Amount:
      With
      respect to any Payment Date, the excess, if any, of (a) the Subordination Amount
      that would apply on such Payment Date after taking into account all
      distributions to be made on such Payment Date (exclusive of any reductions
      thereto attributable to Subordination Reduction Amounts on such Payment Date)
      over (b) the Required Subordination Amount for such Payment Date.

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    Expense
      Adjusted Mortgage Rate:
      For any
      Mortgage Loan, the rate equal to the then applicable Mortgage Rate thereon
      minus
      the sum of (i) the Minimum Spread and (ii) the Servicing Fee Rate and (iii)
      the
      Indenture Trustee Fee Rate.

     

    Expenses:
      The
      meaning specified in Section 7.02 of the Trust Agreement.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation or any successor thereto.

     

    FHLMC:
      The
      Federal Home Loan Mortgage Corporation, or any successor thereto.

     

    Final
      Scheduled Payment Date:
      The
      Payment Date occurring in _________ 202_.

     

    Fixed
      Rate Mortgage Loan:
      Any
      Mortgage Loan with a fixed rate of interest.

     

    FNMA:
      The
      Federal National Mortgage Association, or any successor thereto.

     

    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 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.

     

    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.

     

    Gross
      Margin:
      With
      respect to any Adjustable Rate Mortgage 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.

     

    Indemnified
      Party:
      The
      meaning specified in Section 7.02 of the Trust Agreement.

     

    Indenture:
      The
      indenture dated as of ______ 1, 200_, between the Issuing Entity, as debtor,
      and
      the Indenture Trustee, as Indenture Trustee.

     

    Indenture
      Trustee:
      _________________________________________, a national banking association,
      and
      its successors and assigns or any successor indenture trustee appointed pursuant
      to the terms of the Indenture.

     

    Indenture
      Trustee Fee:
      With
      respect to each Mortgage Loan and any Payment Date the product of (i) the
      Indenture Trustee Fee Rate divided by 12 and (ii) the Principal Balance of
      such
      Mortgage Loans as of such date.

     

    Indenture
      Trustee Fee Rate:
      _____%
      per annum.

     

    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 Issuing
      Entity, the Depositor 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 Issuing
      Entity, the Depositor 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 Issuing Entity, the Depositor 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 Issuer Order and approved by the Indenture
      Trustee in the exercise of reasonable care, and such opinion or certificate
      shall state that the signer has read the definition of “Independent” in this
      Indenture and that the signer is Independent within the meaning
      thereof.

     

    Index:
      With
      respect to any Adjustable Rate Mortgage Loan, index for the adjustment of the
      Mortgage Rate set forth as such on the related Mortgage Note.

     

    Initial
      Note Principal Balance:
      With
      respect to the Notes, $______________.

     

    Initial
      Subservicer:
      _____________, a __________ corporation.

     

    Insolvency
      Event:
      With
      respect to a specified Person, (a) the filing of a decree or order for relief
      by
      a court having jurisdiction in the premises in respect of such Person or any
      substantial part of its property in an involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
      or
      similar official for such Person or for any substantial part of its property,
      or
      ordering the winding-up or liquidation of such Person’s affairs, and such decree
      or order shall remain unstayed and in effect for a period of 60 consecutive
      days; or (b) the commencement by such Person of a voluntary case under any
      applicable bankruptcy, insolvency or other similar law now or hereafter in
      effect, or the consent by such Person to the entry of an order for relief in
      an
      involuntary case under any such law, or the consent by such Person to the
      appointment of or taking possession by a receiver, liquidator, assignee,
      custodian, trustee, sequestrator or similar official for such Person or for
      any
      substantial part of its property, or the making by such Person of any general
      assignment for the benefit of creditors, or the failure by such Person generally
      to pay its debts as such debts become due or the admission by such Person in
      writing (as to which the Indenture Trustee shall have notice) of its inability
      to pay its debts generally, or the adoption by the Board of Directors or
      managing member of such Person of a resolution which authorizes action by such
      Person in furtherance of any of the foregoing.

     

    Insurance
      Agreement:
      The
      insurance and reimbursement agreement dated as of _____ 1, 200_, among the
      Master Servicer, the Sponsor, the Depositor, the Issuing Entity, Indenture
      Trustee and the Note Insurer, including any amendments and supplements
      thereto.

     

    Insurance
      Proceeds:
      Proceeds paid by any insurer (other than the Note Insurer) pursuant to any
      insurance policy covering a Mortgage Loan which are required to be remitted
      to
      the Master Servicer, or amounts required to be paid by the Master Servicer
      pursuant to the Servicing Agreement, net of any component thereof (i) covering
      any expenses incurred by or on behalf of the Master Servicer in connection
      with
      obtaining such proceeds, (ii) that is applied to the restoration or repair
      of
      the related Mortgaged Property, (iii) released to the Mortgagor in accordance
      with the Master Servicer’s normal servicing procedures or (iv) required to be
      paid to any holder of a mortgage senior to such Mortgage Loan.

     

    Insured
      Payment:
      Shall
      have the meaning set forth in the Note Insurance Policy.

     

    Interest
      Determination Date:
      With
      respect to any Interest Period, the second London Business Day preceding the
      commencement of such Interest Period.

     

    Interest
      Payment Amount:
      With
      respect to any Payment Date, an amount equal to interest accrued during the
      related Interest Period on the Note Principal Balance thereof at the
      then-applicable Note Interest Rate, minus any Prepayment Interest Shortfalls
      and
      Relief Act Shortfalls to the extent not covered by the Master Servicer by
      Compensating Interest for such Payment Date.

     

    Interest
      Period:
      With
      respect to any Payment Date other than the first Payment Date, the period
      beginning on the preceding Payment Date and ending on the day preceding such
      Payment Date, and in the case of the first Payment Date, the period beginning
      on
      the Closing Date and ending on the day preceding the first Payment
      Date.

     

    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.

     

    IRS:
      The
      Internal Revenue Service.

     

    Issuer
      Request:
      A
      written order or request signed in the name of the Issuing Entity by any one
      of
      its Authorized Officers and approved in writing by the Note Insurer, so long
      as
      no Note Insurer Default exists and delivered to the Indenture
      Trustee.

     

    Issuing
      Entity:
      ISAC
      MBN Trust Series 200_-1, a Delaware business trust, or its successor in
      interest.

     

    LIBOR
      Business Day:
      Any day
      other than (i) a Saturday or a Sunday or (ii) a day on which banking
      institutions in the State of New York, Delaware or California, or in the city
      of
      London, England are required or authorized by law to be closed.

     

    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 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
      on the Mortgage Loan Schedule and initially as set forth on Exhibit A to the
      Servicing Agreement.

     

    Liquidated
      Mortgage Loan:
      With
      respect to any Payment Date, any Mortgage Loan in respect of which the Master
      Servicer has determined, in accordance with the servicing procedures specified
      in the Servicing Agreement, as of the end of the related Prepayment Period
      that
      substantially all Liquidation Proceeds which it reasonably expects to recover
      with respect to the disposition of the related REO Property have been
      recovered.

     

    Liquidation
      Expenses:
      Out-of-pocket expenses (exclusive of overhead) which are incurred by or on
      behalf of the Servicer, or any Special Servicer on the Servicer's behalf, 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 (including, without limitation,
      amounts advanced to correct defaults on any mortgage loan which is senior to
      such Mortgage Loan and amounts advanced to keep current or pay off a mortgage
      loan that is senior to such Mortgage Loan) 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 but not including amounts drawn under
      the
      Note Insurance Policy) received in connection with the liquidation of any
      Mortgage Loan or related REO Property, whether through trustee’s sale,
      foreclosure sale or otherwise.

     

    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.

     

    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.

     

    London
      Business Day:
      Any day
      on which banks in the City of London, England are open and conducting
      transactions in United States dollars.

     

    Lost
      Note Affidavit:
      With
      respect to any Mortgage Loan as to which the original Mortgage Note has been
      permanently 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).

     

    Master
      Servicer:
      _______________________, a __________ corporation, and its successors and
      assigns.

     

    Master
      Servicing Fee:
      With
      respect to each Mortgage Loan and any Payment Date the product of (i) the Master
      Servicing Fee Rate divided by 12 and (ii) the Principal Balance of such Mortgage
      Loans as of such date.

     

    Master
      Servicing Fee Rate:
      With
      respect to each Mortgage Loan, ____% per annum.

     

    Maximum
      Note Interest Rate:
      With
      respect to any Payment Date, the per annum rate equal to the fraction, expressed
      as a percentage, the numerator of which is (i) an amount equal to (A) 1/12
      of
      the aggregate Principal Balance of the then outstanding Mortgage Loans times
      the
      weighted average of the Expense Adjusted Maximum Mortgage Rates on the then
      outstanding Mortgage Loans minus (B) the Administrative Fee for such Payment
      Date, and the denominator of which is (ii) an amount equal to (A) the aggregate
      Note Principal Balance of the Notes multiplied by (B) the actual number of
      days
      elapsed in the related Interest Period divided by 360.

     

    Maximum
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, the maximum Mortgage
      Rate.

     

    Minimum
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, the minimum Mortgage
      Rate.

     

    Minimum
      Spread:
      ____%
      per annum.

     

    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 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).

     

    Moody’s:
      Moody’s
      Investors Service, Inc. or its successor in interest.

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument creating a first or second 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 or the Servicing Agreement.

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement, dated as of the Cut-Off Date, between the
      Sponsor, as sponsor, and the Purchaser, as purchaser, with respect to the
      Mortgage Loans, dated as of ______ 1, 200_.

     

    Mortgage
      Loan Schedule:
      With
      respect to any date, the schedule of Mortgage Loans held by the Issuing Entity
      on such date. The initial schedule of Mortgage Loans as of the Cut-Off Date
      is
      the schedule set forth in Exhibit A of the Servicing Agreement, 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
      Mortgage Rate;

     

    (iv)  the
      Maximum Rate;

     

    (v)  the
      maturity date;

     

    (vi)  the
      original principal balance;

     

    (vii)  the
      first
      payment date;

     

    (viii)  the
      type
      of Mortgaged Property;

     

    (ix)  the
      Monthly Payment in effect as of the Cut-Off Date;

     

    (x)  the
      Cut-off Date Principal Balance;

     

    (xi)  the
      occupancy status;

     

    (xii)  the
      purpose of the Mortgage Loan;

     

    (xiii)  the
      Appraised Value of the Mortgaged Property;

     

    (xiv)  the
      original term to maturity;

     

    (xv)  the
      paid-through date of the Mortgage Loan;

     

    (xvi)  the
      Loan-to-Value Ratio; and

     

    (xvii)  whether
      or not the Mortgage Loan was underwritten pursuant to a limited documentation
      program.

     

    The
      Mortgage Loan Schedule shall also set forth the total of the amounts described
      under (ix) above for all of the Mortgage Loans.

     

    Mortgage
      Loans:
      At any
      time, collectively, all Mortgage Loans that have been sold to the Depositor
      under the Mortgage Loan Purchase Agreement or substituted for pursuant to
      Section 2.1 and 3.1 of the Mortgage Loan Purchase Agreement and transferred
      and
      conveyed to the Issuing Entity, in each case together with the Related
      Documents, and that remain subject to the terms thereof.

     

    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.

     

    Net
      Cash Flow:
      For any
      given period, the total operating revenues derived from a commercial or
      mixed-use property during such period, minus total operating expenses incurred
      in respect of such property and estimated replacement reserves during such
      period other than (i) non cash items such as depreciation and amortization,
      (ii)
      capital expenditures and (iii) debt service on loans (including the related
      Mortgage Loan) secured by liens on such property.

     

    Net
      Liquidation Proceeds:
      With
      respect to any Liquidated Mortgage Loan, Liquidation Proceeds net of Liquidation
      Expenses.

     

    Net
      Monthly Excess Cashflow:
      For any
      Payment Date, the amount of Available Funds and any Insured Payment remaining
      after distributions pursuant to clauses (i) through (iii) of Section 3.05 of
      the
      Indenture (minus any Insured Payment and any Subordination Reduction
      Amount).

     

    Net
      Mortgage Rate:
      With
      respect to any Mortgage Loan and any day, the related Mortgage Rate less the
      sum
      of the related Servicing Fee Rate, the Administrative Fee Rate and the Indenture
      Trustee Fee Rate.

     

    Nonrecoverable
      Advance:
      Any
      advance (i) which was previously made or is proposed to be made by the Master
      Servicer; and (ii) which, in the good faith judgment of the Master Servicer,
      will not or, in the case of a proposed advance, would not, be ultimately
      recoverable by the Master Servicer from Liquidation Proceeds, Insurance Proceeds
      or future payments on any Mortgage Loan.

     

    Note
      Insurance Policy:
      The
      bond guaranty insurance policy number 21885, issued by the Note Insurer to
      the
      Indenture Trustee for the benefit of the Noteholders.

     

    Note
      Insurer:
      [___________________], any successor thereto or any replacement bond insurer
      substituted pursuant to Section 3.29 of the Indenture.

     

    Note
      Insurer Default:
      The
      existence and continuance of any of the following: (a) a failure by the Note
      Insurer to make a payment required under the Note Insurance Policy in accordance
      with its terms; or (b)(i) the Note Insurer (A) files any petition or commences
      any case or proceeding under any provision or chapter of the Bankruptcy Code
      or
      any other similar federal or state law relating to insolvency, bankruptcy,
      rehabilitation, liquidation or reorganization, (B) makes a general assignment
      for the benefit of its creditors, or (C) has an order for relief entered against
      it under the Bankruptcy Code or any other similar federal or state law relating
      to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which
      is final and nonappealable; or (ii) a court of competent jurisdiction, the
      New
      York Department of Insurance or other competent regulatory authority enters
      a
      final and nonappealable order, judgment or decree (A) appointing a custodian,
      trustee, agent or receiver for the Note Insurer or for all or any material
      portion of its property or (B) authorizing the taking of possession by a
      custodian, trustee, agent or receiver of the Note Insurer (or the taking of
      possession of all or any material portion of the property of the Note
      Insurer).

     

    Note
      Interest Rate:
      With
      respect to each Payment Date after the first Payment Date, a floating rate
      equal
      to the lesser of (i) with respect to each Payment Date up to and including
      the
      Payment Date in _________ 200_, One-Month LIBOR plus ____%, and with respect
      to
      each Payment Date thereafter, One-Month LIBOR plus ____% and (ii) the Available
      Funds Interest Rate with respect to such Payment Date. The Note Interest Rate
      for the first Payment Date will equal ____% per annum.

     

    Note
      Owner:
      The
      Beneficial Owner of a Note.

     

    Note
      Percentage:
      With
      respect to any Payment Date and any Note, the ratio expressed as a percentage
      of
      the Note Principal Balance of such Note to the aggregate Note Principal Balance
      of all Notes immediately prior to such Payment Date.

     

    Note
      Principal Balance:
      With
      respect to any Note, the initial Note Principal Balance thereof minus all
      amounts distributed in respect of principal with respect to such
      Note.

     

    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.

     

    Noteholder:
      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 or the
      Indenture Trustee or any Affiliate of any of them shall be deemed not to be
      outstanding and the registered holder will not be considered a Noteholder or
      holder 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 Indenture Trustee shall be protected in relying
      upon any such request, demand, authorization, direction, notice, consent or
      waiver, only Notes that the Indenture Trustee or the Owner Trustee 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 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. Any
      bonds on which payments are made under the Note Insurance Policy shall be deemed
      Outstanding until the Note Insurer has been reimbursed with respect thereto
      and
      the Note Insurer shall be deemed the Noteholder thereof to the extent of such
      unreimbursed payment.

     

    Notes:
      The
      Notes designated as the “Notes” in the Indenture.

     

    Officer’s
      Certificate:
      With
      respect to the Master Servicer, a certificate signed by the President, Managing
      Director, a Director, a Vice President or an Assistant Vice President, of the
      Master Servicer and delivered to the Indenture Trustee. 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
      Indenture Trustee. 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 Interest Period, the rate determined by the Indenture Trustee
      on
      the related Interest Determination Date on the basis of the offered rates of
      the
      Reference Banks for one-month United States dollar deposits, as such rates
      appear on the Reuters Screen LIBO Page, as of 11:00 a.m. (London time) on such
      Interest Determination Date. On each Interest Determination Date, One-Month
      LIBOR for the related Interest Period will be established by the Indenture
      Trustee as follows:

     

    
      	 	
              (i)

            	
              If
                on such Interest Determination Date two or more Reference Banks provide
                such offered quotations, One-Month LIBOR for the related Interest
                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 Interest
                Period
                shall be the higher of (i) One-Month LIBOR as determined on the previous
                Interest Determination Date and (ii) the Reserve Interest
                Rate.

            


    

     

    Opinion
      Of Counsel:
      A
      written opinion of counsel acceptable to Note Insurer who may be in-house
      counsel for the Master Servicer if acceptable to the Indenture Trustee, the
      Note
      Insurer and the Rating Agencies or counsel for the Depositor, as the case may
      be.

     

    Original
      Specified Subordination Amount:
      An
      amount equal to ____% of the aggregate Principal Balance of the Mortgage Loans
      as of the Cut-Off Date.

     

    Original
      Value:
      Except
      in the case of a refinance 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 refinance Mortgage Loan, the Original Value is the value of such property
      set
      forth in an appraisal acceptable to the Master Servicer.

     

    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 cancelled 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;

            


    

     

    all
      Notes
      that have been paid with funds provided under the Note Insurance Policy shall
      be
      deemed to be Outstanding until the Note Insurer has been reimbursed with respect
      thereto.

     

    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.

     

    Owner
      Trust:
      ISAC
      MBN Trust Series 200_-_ to be created pursuant to the Trust
      Agreement.

     

    Owner
      Trust Estate:
      The
      corpus of the Issuing Entity created by the Trust Agreement which consists
      of
      items in Section 2.01 of the Trust Agreement.

     

    Owner
      Trustee:
      ________________________ and its successors and assigns or any successor owner
      trustee appointed pursuant to the terms of the Trust Agreement.

     

    Owner
      Trustee Fee:
      

     

    Owner
      Trustee Fee Rate:
      ______%
      per annum.

     

    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 8.02 of the
      Indenture and Section 4.03 of the Servicing Agreement. 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.

     

    Percentage
      Interest:
      With
      respect to any Note, the percentage obtained by dividing the Note Principal
      Balance of such Note by the aggregate of the Note Principal Balances of all
      Notes. With respect to any Certificate, the percentage on the face
      thereof.

     

    Person:
      Any
      individual, corporation, partnership, joint venture, association, joint-stock
      company, trust, unincorporated organization or government or any agency or
      political subdivision thereof.

     

    Pool
      Balance:
      With
      respect to any date, the aggregate of the Principal Balances of all Mortgage
      Loans as of such date.

     

    Preference
      Amount:
      Any
      amount previously distributed to an Owner on the Notes that is recoverable
      and
      sought to be recovered as avoidable preference by a trustee in bankruptcy
      pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from
      time
      to time, in accordance with a final nonappealable order of a court having
      competent jurisdiction.

     

    Premium
      Amount:
      The
      amount of premium due to the Note Insurer in accordance with the terms of the
      Insurance Agreement.

     

    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
      Principal Balance of such Mortgage Loan over the amount of interest (adjusted
      to
      the Net Mortgage Rate) paid by the Mortgagor for such Prepayment Period to
      the
      date of such Principal Prepayment in full or (b) a partial Prepayment during
      the
      prior calendar month, an amount equal to interest accrued during the related
      Prepayment Period at the Net Mortgage Rate on the amount of such partial
      Prepayment.

     

    Prepayment
      Period:
      As to
      any Payment Date, the calendar month preceding the month of
      distribution.

     

    Primary
      Insurance Policy:
      Each
      primary policy of mortgage guaranty insurance issued by a Qualified Insurer
      or
      any replacement policy therefor.

     

    Principal
      Balance:
      With
      respect to any Mortgage Loan or related REO Property, at any given time, (i)
      the
      Cut-off Date Principal Balance of the Mortgage Loan, 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 Advance was made,
      and (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 Master Servicer as recoveries of principal in
      accordance with the Servicing Agreement with respect to such Mortgage Loan
      or
      REO Property, and (c) any Realized Loss with respect thereto for any previous
      Payment Date.

     

    Principal
      Payment Amount:
      With
      respect to any Payment Date (a) other than the Final Scheduled Payment Date,
      and
      the first Payment Date following any acceleration of the Notes following an
      Event of Default, the lesser of (a) the sum of the Available Funds remaining
      after distributions pursuant to clause (i) of Section 3.05 of the Indenture
      and
      any portion of any Insured Payment for such Payment Date representing a
      Subordination Deficit and (b) the sum of:

     

    (1)
      the
      principal portion of all Monthly Payments received during the related Due Period
      or advanced on each Mortgage Loan;

     

    (2)
      the
      Principal Balance of any Mortgage Loan repurchased during the related Prepayment
      Period (or deemed to have been so repurchased) pursuant to the Mortgage Loan
      Purchase Agreement or Section 3.18 of the Servicing Agreement and the amount
      of
      any Substitution Adjustment Amounts during the related Prepayment
      Period;

     

    (3)
      the
      principal portion of all other unscheduled collections (including, without
      limitation, Principal Prepayments in full, partial Prepayments, Insurance
      Proceeds, Liquidation Proceeds and REO Proceeds) received during the related
      Prepayment Period to the extent applied by the Master Servicer as payments
      or
      recoveries of principal of the related Mortgage Loan;

     

    (4)
      any
      Insured Payment made with respect to any Subordination Deficit; and

     

    minus

     

    (5)
      the
      amount of any Subordination Reduction Amount for such Payment Date;

     

    and
      (b)
      with respect to the Final Scheduled Payment Date, and the first Payment Date
      following any acceleration of the Notes following an Event of Default, the
      amount necessary to reduce the Note Principal Balance to zero.

     

    Principal
      Prepayment:
      Any
      payment of principal made by the Mortgagor on a Mortgage Loan which is received
      in advance of its scheduled Due Date and which is not accompanied by an amount
      of interest representing scheduled interest due on any date or dates in any
      month or months subsequent to the month of prepayment.

     

    Principal
      Prepayment in Full:
      Any
      Principal Prepayment made by a Mortgagor of the entire principal balance of
      a
      Mortgage Loan.

     

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

     

    Purchase
      Price:
      The
      meaning specified in Section 2.2(a) of the Mortgage Loan Purchase
      Agreement.

     

    Purchaser:
      Impac
      Secured Assets Corp., a California corporation, 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 Master Servicer
      and
      as a FNMA-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, Moody’s or Standard & Poor’s. If such
      organization or a successor is no longer in existence, “Rating Agency” shall be
      such nationally recognized statistical rating organization, or other comparable
      Person, designated by the Note Insurer so long as no Note Insurer Default
      exists, notice of which designation shall be given to the Indenture Trustee.
      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 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 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 each Mortgage Loan (or REO Property) as to which a Cash Liquidation
      or REO Disposition has occurred, an amount (not less than zero) equal to (i)
      the
      Principal Balance of the Mortgage Loan (or REO Property) as of the date of
      Cash
      Liquidation or REO Disposition, plus (ii) interest (and REO Imputed Interest,
      if
      any) at the Net Mortgage Rate from the Due Date as to which interest was last
      paid or advanced to Noteholders up to the last day of the month in which the
      Cash Liquidation (or REO Disposition) occurred on the Principal Balance of
      such
      Mortgage Loan (or REO Property) outstanding during each Due Period that such
      interest was not paid or advanced, minus (iii) the proceeds, if any, received
      during the month in which such Cash Liquidation (or REO Disposition) occurred,
      to the extent applied as recoveries of interest at the Net Mortgage Rate and
      to
      principal of the Mortgage Loan, net of the portion thereof reimbursable to
      the
      Master Servicer or any Subservicer with respect to related Advances or expenses
      as to which the Master Servicer or Subservicer is entitled to reimbursement
      thereunder but which have not been previously reimbursed. With respect to each
      Mortgage Loan which has become the subject of a Deficient Valuation, the
      difference between the principal balance of the Mortgage Loan outstanding
      immediately prior to such Deficient Valuation and the principal balance of
      the
      Mortgage Loan as reduced by the Deficient Valuation. With respect to each
      Mortgage Loan which has become the object of a Debt Service Reduction, the
      amount of such Debt Service Reduction.

     

    Record
      Date:
      With
      respect to the Notes and any Payment Date, the last day of the calendar month
      preceding such Payment Date.

     

    Reference
      Banks:
      Bankers
      Trust Company, Barclay’s Bank PLC, The Bank of Tokyo and National Westminster
      Bank PLC and their successors in interest; provided
      that if
      any of the foregoing banks are not suitable to serve as a Reference Bank, then
      any leading banks selected by the Indenture Trustee which are engaged in
      transactions in Eurodollar deposits in the international Eurocurrency market
      (i)
      with an established place of business in London, (ii) not controlling, under
      the
      control of or under common control with the Depositor or any Affiliate thereof,
      (iii) whose quotations appear on the Reuters Screen LIBO Page on the relevant
      Interest Determination Date and (iv) which have been designated as such by
      the
      Indenture Trustee.

     

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

     

    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.

     

    Relief
      Act:
      The
      Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended.

     

    Relief
      Act Shortfall:
      For any
      Payment Date, 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.

     

    REO
      Acquisition:
      The
      acquisition by the Master Servicer on behalf of the Indenture Trustee 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 Master 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
      Master 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.

     

    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 Collection Account only
      upon the related REO Disposition.

     

    REO
      Property:
      A
      Mortgaged Property that is acquired by the Issuing Entity in foreclosure or
      by
      deed in lieu of foreclosure.

     

    Repurchase
      Event:
      With
      respect to any Mortgage Loan, either (i) a discovery that, as of the Closing
      Date the related Mortgage was not a valid lien on the related Mortgaged Property
      subject only to (A) the lien of any prior mortgage indicated on the Mortgage
      Loan Schedule, (B) the lien of real property taxes and assessments not yet
      due
      and payable, (C) covenants, conditions, and restrictions, rights of way,
      easements and other matters of public record as of the date of recording of
      such
      Mortgage and such other permissible title exceptions as are permitted and (D)
      other matters to which like properties are commonly subject which do not
      materially adversely affect the value, use, enjoyment or marketability of the
      related Mortgaged Property or (ii) with respect to any Mortgage Loan as to
      which
      the Sponsor delivers an affidavit certifying that the original Mortgage Note
      has
      been lost or destroyed, a subsequent default on such Mortgage Loan if the
      enforcement thereof or of the related Mortgage is materially and adversely
      affected by the absence of such original Mortgage Note.

     

    Repurchase
      Price:
      With
      respect to any Mortgage Loan required to be repurchased on any date pursuant
      to
      the Mortgage Loan Purchase Agreement or purchased by the Master Servicer
      pursuant to the Servicing Agreement, an amount equal to the sum, without
      duplication, of (i) 100% of the 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 Advances and any unreimbursed Servicing
      Advances or unreimbursed Advances made with respect to such Mortgage Loan plus
      (iv) any other amounts owed to the Master Servicer or the Subservicer pursuant
      to Section 3.07 of the Servicing Agreement not included in clause (iii) of
      this
      definition.

     

    Required
      Subordination Amount:
      With
      respect to any Payment Date occurring from the initial Payment Date and ending
      on the later of (i) the date on which the aggregate Principal Balance of the
      Mortgage Loans is 50% of the initial aggregate Principal Balance of the Mortgage
      Loans and (ii) the 30th Payment Date, the greater of:

     

    (a) the
      Original Specified Subordination Amount; and

     

    (b) two
      times
      the excess of (1) 50% of the aggregate Principal Balance of the Mortgage Loans
      which are 91 or more days delinquent (including Mortgage Loans in foreclosure
      and REO Properties) as of such date over (2) two times the current Net Monthly
      Excess Cash Flow for such Payment Date; and

     

    with
      respect to any Payment Date thereafter, the greatest of:

     

    (a) the
      lesser of (1) the Original Specified Subordination Amount and (2) two times
      ____% times the aggregate Note Principal Balance as of such Payment
      Date;

     

    (b) two
      times
      the excess of (A) 50% of the aggregate Principal Balance of the Mortgage Loans
      which are 91 or more days delinquent (including Mortgage Loans in foreclosure
      and REO Properties) as of such date over (B) two times the current Net Monthly
      Excess Cash Flow for such Payment Date;

     

    (c) 0.5%
      of
      the Cut-Off Date Principal Balance of the Mortgage Loans; and

     

    (d) an
      amount
      equal to the outstanding balance of the four largest Mortgage Loans as of the
      Cut-Off Date;

     

    provided,
      however,
      that if
      (x) a Servicer Default has occurred and is continuing as of such Payment Date,
      and such Servicer Default has not been waived by the Note Insurer or (y) a
      claim
      has been made on the Note Insurance Policy by the Indenture Trustee, the
      Required Subordination Amount shall not decrease on any Payment
      Date.

     

    Reserve
      Interest Rate:
      With
      respect to any Interest Determination Date, the rate per annum that the
      Indenture Trustee determines to be either (i) the arithmetic mean (rounded
      upwards if necessary to the nearest whole multiple of 1/16%) of the three-month
      United States dollar lending rates which New York City banks selected by the
      Indenture Trustee 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 Indenture Trustee can determine no such arithmetic mean,
      the lowest three-month United States dollar lending rate which New York City
      banks selected by the Indenture Trustee are quoting on such Interest
      Determination Date to leading European banks.

     

    Responsible
      Officer:
      With
      respect to the Indenture Trustee, any officer of the Indenture Trustee with
      direct responsibility for the administration of the Trust Agreement and also,
      with respect to a particular matter, any other officer to whom such matter
      is
      referred because of such officer’s knowledge of and familiarity with the
      particular subject.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder.

     

    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.

     

    Servicing
      Account:
      The
      separate trust account created and maintained by the Master Servicer or each
      Subservicer 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.

     

    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 Master Servicer 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, (iii) the management and
      liquidation of any REO Property and (iv) compliance with the obligations under
      Sections 3.10, 3.11, 3.13 of the Servicing Agreement.

     

    Servicing
      Agreement:
      The
      Servicing Agreement dated as of ______ 1, 200_, between the Master Servicer
      and
      the Issuing Entity.

     

    Servicing
      Certificate:
      A
      certificate completed and executed by a Servicing Officer on behalf of the
      Master Servicer in accordance with Section 4.01 of the Servicing
      Agreement.

     

    Servicing
      Default:
      The
      meaning assigned in Section 6.01 of the Servicing Agreement.

     

    Servicing
      Fee:
      With
      respect to any Mortgage Loan, the sum of the related Master Servicing Fee and
      the related Subservicing Fee.

     

    Servicing
      Fee Rate:
      With
      respect to any Mortgage Loan, the sum of the related Master Servicing Fee Rate
      and the Subservicing Fee Rate.

     

    Servicing
      Officer:
      Any
      officer of the Master Servicer involved in, or responsible for, the
      administration and servicing of the Mortgage Loans whose name and specimen
      signature appear on a list of servicing officers furnished to the Indenture
      Trustee (with a copy to the Note Insurer) by the Master Servicer, as such list
      may be amended from time to time.

     

    Single
      Note:
      A Note
      in the amount of $1,000.

     

    Special
      Servicer:
      Any
      special servicer that may be appointed by the Servicer which consent shall
      not
      be unreasonably withheld, for the purposes of servicing the Specially Serviced
      Mortgage Loans.

     

    Specially
      Serviced Mortgage Loan:
      Subject
      to Section 3.17 of the Servicing Agreement, any Mortgage Loan with respect
      to
      which:

     

    (a) the
      related Mortgagor is 60 or more days delinquent (without giving effect to any
      grace period permitted by the related Mortgage Note) in the payment of a Monthly
      Payment or other obligation (regardless of whether, in respect thereof, Advances
      have been reimbursed);

     

    (b) such
      Mortgagor has expressed to the Servicer an inability to pay or a hardship in
      paying such Mortgage Loan in accordance with its terms;

     

    (c) the
      Servicer has received notice that such Mortgagor has become the subject of
      any
      bankruptcy, insolvency or similar proceeding, admitted in writing the inability
      to pay its debts as they come due or made an assignment for the benefit of
      creditors;

     

    (d) the
      Servicer has received notice of a foreclosure or threatened foreclosure of
      any
      lien on the related Mortgaged Property;

     

    (e) a
      default, of which the Servicer has notice (other than a failure by such
      Mortgagor to pay principal or interest) and which in the sole judgment of the
      Servicer, materially and adversely affects the interests of the Noteholders,
      has
      occurred and remained unremedied for the applicable grace period specified
      in
      such Mortgage Loan (or, if no grace period is specified, 60 days); provided,
      however, that a default requiring a Servicing Advance shall be deemed to
      materially and adversely affect the interests of the Noteholders for purposes
      of
      this definition; or

     

    (f) the
      Servicer proposes to commence foreclosure or other workout
      arrangements.

     

    A
      Mortgage Loan will cease to be a Specially Serviced Mortgage Loan:

     

    (a) with
      respect to the circumstances described in clause (a) above, when the related
      Mortgagor has brought such Mortgage Loan current and thereafter has made three
      consecutive full and timely Monthly Payments;

     

    (b) with
      respect to the circumstances described in clauses (b) and (d) above, when such
      circumstances cease to exist in the good faith and reasonable judgment of the
      Servicer, or any Special Servicer on its behalf, and with respect to the
      circumstances described in clauses (c) and (f),when such circumstances cease
      to
      exist; or

     

    (c) with
      respect to the circumstances described in clause (e) above, when such default
      is
      cured;

     

    provided,
      however, that in each case, at the time no circumstance identified in clauses
      (a) through (f) above exists that would cause the Mortgage Loan to continue
      to
      be characterized as a Specially Serviced Mortgage Loan.

     

    Sponsor:
      _______________________, a __________ corporation, and its successors and
      assigns.

     

    Standard
      & Poor’s:
      Standard & Poor’s Ratings Service, or its successor in
      interest.

     

    Subordination
      Amount:
      As of
      any Payment Date, the excess, if any, of (x) the sum of the aggregate Principal
      Balances of the Mortgage Loans as of the close of business on the last day
      of
      the related Due Period as of such Payment Date over (y) the Note Principal
      Balance of the Notes as of such Payment Date (and following the making of all
      distributions on such Payment Date)

     

    Subordination
      Deficit:
      With
      respect to any Payment Date, the amount, if any, by which (x) the aggregate
      Note
      Principal Balance of the Notes as of such Payment Date, and following the making
      of all distributions to be made on such Payment Date (except for any payment
      to
      be made as to principal from proceeds of the Note Insurance Policy), exceeds
      (y)
      the aggregate Principal Balances of the Mortgage Loans as of the close of
      business on the preceding Due Date on such Payment Date.

     

    Subordination
      Increase Amount:
      With
      respect to any Payment Date, the amount of any Net Monthly Excess Cashflow
      (including any Subordination Reduction Amount) available in the Payment Account
      to increase the Subordination Amount up to the Required Subordination
      Amount.

     

    Subordination
      Reduction Amount:
      With
      respect to any Payment Date, an amount equal to the lesser of (a) the Excess
      Subordination Amount and (b) the principal collections received by the Master
      Servicer with respect to the prior Due Period.

     

    Subservicer:
      Any
      Person with whom the Master Servicer has entered into a Subservicing Agreement
      as a Subservicer by the Master Servicer and acceptable to the Note Insurer
      and
      the Indenture Trustee, including the Initial Subservicers.

     

    Subservicing
      Account:
      An
      Eligible Account established or maintained by a Sub servicer as provided for
      in
      Section 3.06(e) of the Servicing Agreement.

     

    Subservicing
      Agreement:
      The
      written contract between the Master Servicer and any Subservicer relating to
      servicing and administration of certain Mortgage Loans as provided in Section
      3.02 of the Servicing Agreement.

     

    Subservicing
      Fee:
      With
      respect to each Mortgage Loan and any date of determination, the product of
      (i)
      the Subservicing Fee Rate divided by 12 and (ii) the Principal Balance of such
      Mortgage Loans as of such date.

     

    Subservicing
      Fee Rate:
      For any
      date of determination, ____% per annum, with such rate increasing to ____%
      per
      annum for any commercial or mixed-use loan that becomes a Specially Serviced
      Mortgage Loan.

     

    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). If such rate does not appear on such
      page (or such other page as may replace that page on that service, or if such
      service is no longer offered, such other service for displaying One-Month LIBOR
      or comparable rates as may be selected by the Issuing Entity after consultation
      with the Indenture Trustee), the rate will be the Reference Bank
      Rate.

     

    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.

     

    Trust
      Agreement:
      The
      Trust Agreement dated as of ______ 1, 200_ between the Owner Trustee and the
      Depositor.

     

    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.

     

    Weighted
      Average Net Mortgage Rate:
      With
      respect to the Mortgage Loans in the aggregate, and any Due Date, the average
      of
      the Net Mortgage Rate for each Mortgage Loan as of the last day of the related
      Due Period weighted on the basis of the related Principal Balances outstanding
      as of the last day of the related Due Period for each Mortgage Loan as
      determined by the Master Servicer in accordance with the Master Servicer’s
      normal servicing procedures.

     

    Workout
      Fee:
      An
      amount equal to the product of 1.50% and the amount of Net Collections received
      by the Servicer or any Special Servicer with respect to each Corrected Mortgage
      Loan.