EXHIBIT
        4.4

      


      DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__

      


      Issuing
        Entity

      


       

      AND


      


      


      [NAME
        OF
        INDENTURE TRUSTEE]

      


      Indenture
        Trustee


      


      


      INDENTURE


      


      


      Dated
        as
        of ________________

      


      __________________________________________

      


      ASSET-BACKED
        NOTES

      _____________

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      TABLE
        OF
        CONTENTS

       

      
        
          	
                  SECTION
                    

                	
                  PAGE

                


        

      

      
        	 
	
                ARTICLE
                  I

              
	 
	
                Definitions

              
	 
	
                Section
                  1.01

              	
                Definitions

              	
                1

              
	
                Section
                  1.02

              	
                Incorporation
                  by Reference of Trust Indenture Act

              	
                2

              
	
                Section
                  1.03

              	
                Rules
                  of Construction

              	
                2

              
	 
	
                ARTICLE
                  II

              
	 
	
                Original
                  Issuance of Notes

              
	 
	
                Section
                  2.01

              	
                Form

              	
                2

              
	
                Section
                  2.02

              	
                Execution,
                  Authentication and Delivery

              	
                3

              
	 
	
                ARTICLE
                  III

              
	 
	
                Covenants

              
	 
	
                Section
                  3.01

              	
                Collection
                  of Payments With Respect to Loans

              	
                3

              
	
                Section
                  3.02

              	
                Maintenance
                  of Office or Agency

              	
                4

              
	
                Section
                  3.03

              	
                Money
                  For Payments to be Held in Trust; Paying Agent

              	
                4

              
	
                Section
                  3.04

              	
                Existence

              	
                5

              
	
                Section
                  3.05

              	
                Payment
                  of Principal and Interest; Defaulted Interest

              	
                5

              
	
                Section
                  3.06

              	
                Protection
                  of Trust Estate

              	
                8

              
	
                Section
                  3.07

              	
                Opinions
                  as to Trust Estate

              	
                9

              
	
                Section
                  3.08

              	
                Performance
                  of Obligations; Servicing Agreement

              	
                10

              
	
                Section
                  3.09

              	
                Negative
                  Covenants

              	
                10

              
	
                Section
                  3.10

              	
                Annual
                  Statement as to Compliance

              	
                11

              
	
                Section
                  3.11

              	
                Representations
                  and Warranties Concerning the Loans

              	
                11

              
	
                Section
                  3.12

              	
                Assignee
                  of Record of the Loans

              	
                11

              
	
                Section
                  3.13

              	
                Investment
                  Company Act

              	
                11

              
	
                Section
                  3.14

              	
                Servicer
                  as Agent and Bailee of the Indenture Trustee

              	
                12

              
	
                Section
                  3.15

              	
                Issuing
                  Entity May Consolidate, Etc

              	
                12

              
	
                Section
                  3.16

              	
                Successor
                  or Transferee

              	
                13

              
	
                Section
                  3.17

              	
                No
                  Other Business

              	
                14

              
	
                Section
                  3.18

              	
                No
                  Borrowing

              	
                14

              
	
                Section
                  3.19

              	
                Guarantees,
                  Loans, Advances and Other Liabilities

              	
                14

              
	
                Section
                  3.20

              	
                Capital
                  Expenditures

              	
                14

              
	
                Section
                  3.21

              	
                Owner
                  Trustee Not Liable for Certificates or Related Documents

              	
                14

              
	
                Section
                  3.22

              	
                Restricted
                  Payments

              	
                14

              
	
                Section
                  3.23

              	
                Notice
                  of Events of Default

              	
                15

              
	
                Section
                  3.24

              	
                Further
                  Instruments and Acts

              	
                15

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                Section
                  3.25

              	
                Statements
                  to Noteholders

              	
                15

              
	
                Section
                  3.26

              	
                Allocation
                  of Realized Losses

              	
                15

              
	
                Section
                  3.27

              	
                Determination
                  of the Libor Rate

              	
                15

              
	
                Section
                  3.28

              	
                Liquidation
                  on Final Maturity Date

              	
                16

              
	
                Section
                  3.29

              	
                No
                  Recourse

              	
                16

              
	 
	
                ARTICLE
                  IV

              
	 
	
                The
                  Notes; Satisfaction and Discharge of Indenture

              
	 
	
                Section
                  4.01

              	
                The
                  Notes

              	
                16

              
	
                Section
                  4.02

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

              	
                17

              
	
                Section
                  4.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Notes

              	
                19

              
	
                Section
                  4.04

              	
                Persons
                  Deemed Owners

              	
                20

              
	
                Section
                  4.05

              	
                Cancellation

              	
                20

              
	
                Section
                  4.06

              	
                Book-Entry
                  Notes

              	
                20

              
	
                Section
                  4.07

              	
                Notices
                  to Depository

              	
                21

              
	
                Section
                  4.08

              	
                Definitive
                  Notes

              	
                21

              
	
                Section
                  4.09

              	
                Tax
                  Treatment

              	
                21

              
	
                Section
                  4.10

              	
                Satisfaction
                  and Discharge of Indenture

              	
                22

              
	
                Section
                  4.11

              	
                Application
                  of Trust Money

              	
                23

              
	
                Section
                  4.12

              	
                [RESERVED]

              	
                23

              
	
                Section
                  4.13

              	
                Repayment
                  of Monies Held by Paying Agent

              	
                23

              
	
                Section
                  4.14

              	
                Temporary
                  Notes

              	
                23

              
	 
	
                ARTICLE
                  V

              
	 
	
                Default
                  and Remedies

              
	 
	
                Section
                  5.01

              	
                Events
                  of Default

              	
                24

              
	
                Section
                  5.02

              	
                Acceleration
                  of Maturity; Rescission and Annulment

              	
                24

              
	
                Section
                  5.03

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Indenture
                  Trustee.

              	
                25

              
	
                Section
                  5.04

              	
                Remedies;
                  Priorities

              	
                27

              
	
                Section
                  5.05

              	
                Optional
                  Preservation of the Trust Estate

              	
                28

              
	
                Section
                  5.06

              	
                Limitation
                  of Suits

              	
                28

              
	
                Section
                  5.07

              	
                Unconditional
                  Rights of Noteholders to Receive Principal and Interest

              	
                29

              
	
                Section
                  5.08

              	
                Restoration
                  of Rights and Remedies

              	
                29

              
	
                Section
                  5.09

              	
                Rights
                  and Remedies Cumulative

              	
                29

              
	
                Section
                  5.10

              	
                Delay
                  or Omission not a Waiver

              	
                30

              
	
                Section
                  5.11

              	
                Control
                  by Noteholders

              	
                30

              
	
                Section
                  5.12

              	
                Waiver
                  of Past Defaults

              	
                30

              
	
                Section
                  5.13

              	
                Undertaking
                  for Costs

              	
                31

              
	
                Section
                  5.14

              	
                Waiver
                  of Stay or Extension Laws

              	
                31

              
	
                Section
                  5.15

              	
                Sale
                  of Trust Estate

              	
                31

              
	
                Section
                  5.16

              	
                Action
                  on Notes

              	
                32

              
	 


      

       

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

       

      
        	
                ARTICLE
                  VI

              
	 
	
                The
                  Indenture Trustee

              
	 
	
                Section
                  6.01

              	
                Duties
                  of Indenture Trustee

              	
                33

              
	
                Section
                  6.02

              	
                Rights
                  of Indenture Trustee

              	
                34

              
	
                Section
                  6.03

              	
                Individual
                  Rights of Indenture Trustee

              	
                34

              
	
                Section
                  6.04

              	
                Indenture
                  Trustee's Disclaimer

              	
                34

              
	
                Section
                  6.05

              	
                Notice
                  of Event Of Default

              	
                35

              
	
                Section
                  6.06

              	
                Reports
                  by Indenture Trustee to Holders

              	
                35

              
	
                Section
                  6.07

              	
                Compensation
                  and Indemnity

              	
                35

              
	
                Section
                  6.08

              	
                Replacement
                  of Indenture Trustee

              	
                35

              
	
                Section
                  6.09

              	
                Successor
                  Indenture Trustee by Merger

              	
                36

              
	
                Section
                  6.10

              	
                Appointment
                  of Co-Indenture Trustee or Separate Indenture Trustee

              	
                37

              
	
                Section
                  6.11

              	
                Eligibility;
                  Disqualification

              	
                38

              
	
                Section
                  6.12

              	
                Preferential
                  Collection of Claims Against Issuing Entity

              	
                38

              
	
                Section
                  6.13

              	
                Representations
                  and Warranties

              	
                38

              
	
                Section
                  6.14

              	
                Directions
                  to Indenture Trustee

              	
                39

              
	
                Section
                  6.15

              	
                Indenture
                  Trustee May Own Securities

              	
                39

              
	
                Section
                  6.16

              	
                Compliance
                  with Withholding Requirements

              	
                39

              
	 
	
                ARTICLE
                  VII

              
	 
	
                Noteholders'
                  Lists and Reports

              
	 
	
                Section
                  7.01

              	
                Issuing
                  Entity To Furnish Indenture Trustee Names and Addresses of
                  Noteholders

              	
                39

              
	
                Section
                  7.02

              	
                Preservation
                  of Information; Communications to Noteholders

              	
                40

              
	
                Section
                  7.03

              	
                Reports
                  by Issuing Entity

              	
                40

              
	
                Section
                  7.04

              	
                Reports
                  by Indenture Trustee

              	
                40

              
	
                Section
                  7.05

              	
                Reports
                  Filed with Securities and Exchange Commission.

              	
                41

              
	 
	
                ARTICLE
                  VIII

              
	 
	
                Accounts,
                  Disbursements and Releases

              
	 
	
                Section
                  8.01

              	
                Collection
                  of Money

              	
                43

              
	
                Section
                  8.02

              	
                Trust
                  Accounts

              	
                44

              
	
                Section
                  8.03

              	
                Officer's
                  Certificate

              	
                44

              
	
                Section
                  8.04

              	
                Termination
                  Upon Payment to Noteholders

              	
                44

              
	
                Section
                  8.05

              	
                Release
                  of Trust Estate

              	
                44

              
	
                Section
                  8.06

              	
                Surrender
                  of Notes Upon Final Payment

              	
                45

              
	 
	
                ARTICLE
                  IX

              
	 
	
                Supplemental
                  Indentures

              
	 


      

       

       

      
        
           

        

        
          iii

          
            

          

        

        
           

        

      

       

      
        	
                Section
                  9.01

              	
                Supplemental
                  Indentures Without Consent of Noteholders

              	
                45

              
	
                Section
                  9.02

              	
                Supplemental
                  Indentures with Consent of Noteholders

              	
                47

              
	
                Section
                  9.03

              	
                Execution
                  of Supplemental Indentures

              	
                48

              
	
                Section
                  9.04

              	
                Effect
                  of Supplemental Indenture

              	
                48

              
	
                Section
                  9.05

              	
                Conformity
                  with Trust Indenture Act

              	
                48

              
	
                Section
                  9.06

              	
                Reference
                  in Notes to Supplemental Indentures

              	
                49

              
	 
	
                ARTICLE
                  X

              
	 
	
                Miscellaneous

              
	 
	
                Section
                  10.01

              	
                Compliance
                  Certificates and Opinions, Etc

              	
                49

              
	
                Section
                  10.02

              	
                Form
                  of Documents Delivered to Indenture Trustee

              	
                51

              
	
                Section
                  10.03

              	
                Acts
                  of Noteholders

              	
                51

              
	
                Section
                  10.04

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

              	
                52

              
	
                Section
                  10.05

              	
                Notices
                  to Noteholders; Waiver

              	
                52

              
	
                Section
                  10.06

              	
                Alternate
                  Payment and Notice Provisions

              	
                53

              
	
                Section
                  10.07

              	
                Conflict
                  with Trust Indenture Act

              	
                53

              
	
                Section
                  10.08

              	
                Effect
                  of Headings

              	
                53

              
	
                Section
                  10.09

              	
                Successors
                  and Assigns

              	
                53

              
	
                Section
                  10.10

              	
                Separability

              	
                53

              
	
                Section
                  10.11

              	
                Benefits
                  of Indenture

              	
                54

              
	
                Section
                  10.12

              	
                Legal
                  Holidays

              	
                54

              
	
                Section
                  10.13

              	
                GOVERNING
                  LAW

              	
                54

              
	
                Section
                  10.14

              	
                Counterparts

              	
                54

              
	
                Section
                  10.15

              	
                Recording
                  of Indenture

              	
                54

              
	
                Section
                  10.16

              	
                Issuing
                  Entity Obligation

              	
                54

              
	
                Section
                  10.17

              	
                No
                  Petition

              	
                55

              
	
                Section
                  10.18

              	
                Inspection

              	
                55

              


      

      


      

        
          
             

          

          
            iv

            
              

            

          

          
             

          

        



      EXHIBITS

      

        
          	
                  Exhibit
                    A-1

                	
                  Form
                    of Class A Notes

                
	
                  Exhibit
                    A-2

                	
                  Form
                    of Class M Notes

                
	
                  Exhibit
                    A-3

                	
                  Form
                    of Class B Notes

                
	
                  Exhibit
                    C

                	
                  Form
                    of Rule 144A Investment Representation

                
	
                  Exhibit
                    D

                	
                  Form
                    of Investor Representation Letter

                
	
                  Exhibit
                    E

                	
                  Form
                    of Transferor Representation Letter

                
	
                  Appendix
                    A

                	
                  Definitions

                


        

      



      
        
           

        

        
          v

          
            

          

        

        
           

        

      


      This
        Indenture, dated as of ____________________, between Deutsche Mortgage
        Securities, Inc. Trust Series ____- __, a Delaware business trust, as Issuing
        Entity (the “Issuing Entity”), and [Name of Indenture Trustee], 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 ____-__
        Asset-Backed Notes, Class A, Class M-1, Class M-2, Class B-1 and Class B-2
        (collectively, 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 each Class of Notes, all of the
        Issuing Entity's right, title and interest in, to and under, whether now
        existing or hereafter created, (i) the Loans and all payments and other
        collections in respect of the Loans received or due after the Cut-off Date,
        (ii)
        the Loan Purchase Agreements, (iii) any real property acquired on behalf
        of the
        Issuing Entity, (iv) such funds as from time to time are deposited in the
        in the
        Payment Account and in all proceeds thereof; and (v) all present and future
        claims, demands, causes and choses in action in respect of any or all of
        the
        foregoing and all payments on or under, and all proceeds of every kind and
        nature whatsoever in respect of, any or all of the foregoing and all payments
        on
        or under, and all proceeds of every kind and nature whatsoever in the conversion
        thereof, voluntary or involuntary, into cash or other liquid property, all
        cash
        proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
        deposit accounts, rights to payment of any and every kind, and other forms
        of
        obligations and receivables, instruments and other property which at any
        time
        constitute all or part of or are included in the proceeds of any of the
        foregoing (collectively, the “Trust Estate” or the “Collateral”).

       

      The
        foregoing Grant is made in trust to secure the payment of principal of and
        interest on, and any other amounts owing in respect of, the Notes, equally
        and
        ratably without prejudice, 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.

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      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 Exhibits A-1, A-2 and A-3 are part of the terms
        of
        this Indenture.

       

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

       

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

       

      The
        Indenture Trustee shall upon Issuing Entity Request authenticate and deliver
        Notes for original issue in an aggregate initial principal amount of
        $_________.

       

      Each
        Class of Notes shall be dated the date of its authentication. The Book-Entry
        Notes shall be issuable in book-entry format and shall be issuable in the
        minimum initial Note Balances of $25,000 and in integral multiples of $1
        in
        excess thereof. The Physical Notes will be evidenced by a physical, fully
        registered Note transferable through the facilities of the Note Registrar
        and
        shall be issuable in the minimum initial Note Balances of $25,000 and in
        integral multiples of $1 in excess thereof.

       

      No
        Note
        shall be entitled to any benefit under this Indenture or be valid or obligatory
        for any purpose, unless there appears on such Note a certificate of
        authentication substantially in the form provided for herein executed by
        the
        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 Loans.
        The
        Indenture Trustee shall establish and maintain with itself the Payments 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 Servicer, each remittance
        received by the Indenture Trustee with respect to the Loans. The Indenture
        Trustee shall make all payments of principal 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.

       

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      Section
        3.02 Maintenance
        of Office or Agency.
        The
        Issuing Entity will maintain in 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 written notice of any default by the Issuing Entity of
        which
        it has actual knowledge in the making of any payment required to be made
        with
        respect to the Notes;

       

      (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;

       

      (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; and

       


      
        
           

        

        
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      (vi) deliver
        to the Indenture Trustee a copy of the report to Noteholders prepared with
        respect to each Payment Date by the Servicer pursuant to Section 4.01 of
        the
        Servicing Agreement.

       

      The
        Issuing Entity may at any time, for the purpose of obtaining the satisfaction
        and discharge of this Indenture or for any other purpose, by Issuing Entity
        Request direct any Paying Agent to pay to the Indenture Trustee all sums
        held in
        trust by such Paying Agent, such sums to be held by the Indenture Trustee
        upon
        the same trusts as those upon which 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 Issuing Entity Request; and the Holder of such Note
        shall
        thereafter, as an unsecured general creditor, look only to the Issuing Entity
        for payment thereof (but only to the extent of the amounts so paid to the
        Issuing Entity), and all liability of the Indenture Trustee or such Paying
        Agent
        with respect to such trust money shall thereupon cease; provided, however,
        that
        the Indenture Trustee or such Paying Agent, before being required to make
        any
        such repayment, shall at the expense and direction of the Issuing Entity
        cause
        to be published once, in an Authorized Newspaper, notice that such money
        remains
        unclaimed and that, after a date specified therein, which shall not be less
        than
        30 days from the date of such publication, any unclaimed balance of such
        money
        then remaining will be repaid to the Issuing Entity. The Indenture Trustee
        may
        also adopt and employ, at the expense and direction of the Issuing Entity,
        any
        other reasonable means of notification of such repayment (including, 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 and each other instrument or agreement included in the Trust
        Estate.

       

      Section
        3.05 Payment
        of Principal and Interest; Defaulted Interest.
        b)
        On each
        Payment Date from amounts on deposit in the Payment Account the Paying Agent
        shall pay to the Noteholders, the Certificate Paying Agent, on behalf of
        the
        Certificateholders, and to other Persons the Interest Remittance Amount and
        Principal Payment Amount, as set forth in the statements delivered to the
        Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, in
        the
        order of priority set forth in this Section 3.05.

       


      
        
           

        

        
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      (b) On
        each
        Payment Date, the Remittance Amount shall be distributed in the following
        priority, in each case to the extent of the then remaining Remittance
        Amount:

       

      (i) first,
        to
        the Class A Notes, Current Interest and any Carryforward Interest for each
        such
        Payment Date;

       

      (ii) second,
        to the Class M-1 Notes, Current Interest and any Carryforward Interest for
        such
        class and such Payment Date;

       

      (iii) third,
        to
        the Class M-2 Notes, Current Interest and any Carryforward Interest for such
        class and such Payment Date;

       

      (iv) fourth,
        to the Class B-1 Notes, Current Interest and any Carryforward Interest for
        such
        class and such Payment Date; and

       

      (v) fifth,
        to
        the Class B-2 Notes, Current Interest and any Carryforward Interest for such
        class and such Payment Date.

       

      (c) On
        each
        Payment Date, prior to the Stepdown Date, the remaining Remittance Amount
        after
        payments made pursuant to Section 3.01(b) above, not to exceed the Principal
        Payment Amount, shall be distributed in the following order of
        priority:

       

      (i) first,
        to
        the Class A Notes, until their Class Principal Balance of the Class A Notes
        has
        been reduced to zero;

       

      (ii) second,
        to the Class M-1 Notes, until the Class Principal Balance of the Class M-1
        Notes
        has been reduced to zero;

       

      (iii) third,
        to
        the Class M-2 Notes, until the Class Principal Balance of the Class M-2 Notes
        has been reduced to zero;

       

      (iv) fourth,
        to the Class B-1 Notes, until the Class Principal Balance of the Class B-1
        Notes
        has been reduced to zero; and

       

      (v) fifth,
        to
        the Class B-2 Notes, until the Class Principal Balance of the Class B-2 Notes
        has been reduced to zero.

       

      (d) On
        each
        Payment Date, on or after the Stepdown Date, the remaining Remittance Amount
        after payments made pursuant to Section 3.01(b) and (c) above, not to exceed
        the
        Principal Payment Amount, shall be distributed in the following order of
        priority:

       

      (i) first,
        to
        the Class A Notes, the Senior Principal Payment Amount for such payment date,
        until the Class Principal Balance of the Class A Notes has been reduced to
        zero;

       

      (ii) second,
        to the Class M-1 Notes, the Class M-1 Principal Payment Amount for such payment
        date, until the Class Principal Balance of such Class has been reduced to
        zero;

       


      
        
           

        

        
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      (iii) third,
        to
        the Class M-2 Notes, the Class M-2 Principal Payment Amount for such payment
        date, until the Class Principal Balance of such Class has been reduced to
        zero;

       

      (iv) fourth,
        to the Class B-1 Notes, the Class B-1 Principal Payment Amount for such payment
        date, until the Class Principal Balance of such Class has been reduced to
        zero;
        and

       

      (v) fifth,
        to
        the Class B-2 Notes, the Class B-2 Principal Payment Amount for such payment
        date, until the Class Principal Balance of such Class has been reduced to
        zero.

       

      (e) On
        each
        Payment Date, the Monthly Excess Cashflow shall be distributed in the following
        order of priority:

       

      (i) (1)
        on each
        Payment Date prior to the Stepdown Date, until the aggregate Class Principal
        Balance of the Notes equals the Aggregate Loan Balance for such Payment Date
        minus the Targeted Overcollateralization Amount for such date, in the following
        order of priority:

       

      (1)
        first, to the Class A Notes until the Class Principal Balance has been reduced
        to zero;

       

      (2)
        second, to the Class M-1 Notes, until the Class Principal Balance of such
        Class
        has been reduced to zero;

       

      (3)
        third, to the Class M-2 Notes, until the Class Principal Balance of such
        Class
        has been reduced to zero;

       

      (4)
        fourth, to the Class B-1 Notes, until the Class Principal Balance of such
        Class
        has been reduced to zero; and

       

      (5)
        fifth, to the Class B-2 Notes, until the Class Principal Balance of such
        Class
        has been reduced to zero.

       

      (B) On
        each
        Payment Date on or after the Stepdown Date, to make any principal payments
        required to be made on such payment date pursuant to Section 3.05(d), after
        giving effect to the payment of the Principal Payment Amount for such date,
        in
        accordance with the priorities set forth therein but without regard to the
        limitation of such payments in the aggregate to the Principal Payment
        Amount;

       

      (ii) to
        the
        Class M-1 Notes, any Deferred Amount for such class;

       

      (iii) to
        the
        Class M-2 Notes, any Deferred Amount for such class;

       

      (iv) to
        the
        Class B-1 Notes, any Deferred Amount for such class;

       


      
        
           

        

        
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      (v) to
        the
        Class B-2 Notes, any Deferred Amount for such class;

       

      (vi) to
        the
        Class A Notes, any applicable Basis Risk Shortfall for each class;

       

      (vii) to
        the
        Class M-2 Notes, any applicable Basis Risk Shortfall for such
        class;

       

      (viii) to
        the
        Class B-1 Notes, any applicable Basis Risk Shortfall for such
        class;

       

      (ix) to
        the
        Class B-2 Notes, any Available Funds Shortfall for such class;

       

      (x) to
        the
        Indenture Trustee, any Trustee Additional Expenses and any amounts owing
        to the
        Indenture Trustee pursuant to Section 6.07 and the Owner Trustee pursuant
        to
        Article VII of the Trust Agreement, in each case remaining unpaid;
        and

       

      (xi) to
        the
        Certificate Paying Agent, all remaining Remittance Amounts.

       

      (f) 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 reimbursing the Owner Trustee with respect to certain amounts
        and
        distributing such funds to the Class CE Certificateholder.

       

      (g) The
        amounts paid to Noteholders shall be paid to the Notes in accordance with
        the
        applicable percentage as set forth in paragraph (h) below. Any installment
        of
        interest or principal, if any, payable on any Note that is punctually paid
        or
        duly provided for by the Issuing Entity on the applicable Payment Date shall,
        if
        such Holder holds Notes of an aggregate initial Note 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.

       

      (h) 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 related form of Note set forth
        in
        Exhibits A-1, A-2 and A-3. All principal payments on the Notes shall be made
        to
        the Noteholders entitled thereto in accordance with the Percentage Interests
        represented by such Notes. 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.
        c)
        As and
        when requested by the Indenture Trustee, 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:

       


      
        
           

        

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

       

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

       

      (ii) 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.

       

      (c) 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 Indenture Trustee shall have first received an Opinion of Counsel to
        the
        effect that the lien and security interest created by this Indenture with
        respect to such property will continue to be maintained after giving effect
        to
        such action or actions.

       

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

       

      Section
        3.07 Opinions
        as to Trust Estate.
        d)
        On the
        Closing Date, the Issuing Entity shall furnish to the Indenture Trustee and
        the
        Owner Trustee an Opinion of Counsel at the expense of the Issuing Entity
        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 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 December 31st 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 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 Loans until December 31 in the following
        calendar year.

       

       


      
        
           

        

        
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      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.

       

      (a) 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.

       

      (b) 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 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 Loans
        or any
        such instrument, except such actions as the Servicer is expressly permitted
        to
        take in the Servicing Agreement.

       

      (c) The
        Issuing Entity may retain an administrator 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 otherwise arise upon or burden the Trust
        Estate
        or any part thereof or any interest therein or the proceeds thereof or (C)
        permit the lien of this Indenture not to constitute a valid first priority
        security interest in the Trust Estate; or

       


      
        
           

        

        
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      (iv) waive
        or
        impair, or fail to assert rights under, the 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 and the Owner Trust Agreement 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
        and
        the provisions of the Owner Trust Agreement 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 Representations
        and Warranties Concerning the Loans.
        The
        Indenture Trustee, as pledgee of the Loans, has the benefit of the
        representations and warranties made by the Seller in Section 2 and Exhibit
        B of
        the Loan Purchase Agreement concerning the Loans and the right to enforce
        the
        remedies against the Seller provided in such Section 3.1(a) or Section 3.1(b)
        to
        the same extent as though such representations and warranties were made directly
        to the Indenture Trustee.

       

      Section
        3.12 Assignee
        of Record of the Loans.
        The
        Issuing Entity hereby directs and authorizes the Indenture Trustee to hold
        record title to the Loans by being named as payee in the endorsements of
        the
        Mortgage Notes and assignee in the Assignments of Mortgage to be recorded.
        Except as expressly provided in the Loan Purchase Agreement or in the Servicing
        Agreement with respect to any specific Loan, the Indenture Trustee shall
        not
        execute any endorsement or assignment or otherwise release or transfer such
        record title to any of the Loans until such time as the remaining Trust may
        be
        released pursuant to Section 8.05(b). The Indenture Trustee's holding of
        such
        record title shall in all respects be subject to its fiduciary obligations
        to
        the Noteholders hereunder.

       

      Section
        3.13 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 3.12 if it shall have obtained an order exempting
        it from regulation as an “investment company” so long as it is in compliance
        with the conditions imposed in such order.

       

       


      
        
           

        

        
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      Section
        3.14 Servicer
        as Agent and Bailee of the Indenture Trustee.
        Solely
        for purposes of perfection under Section 9-305 of the Uniform Commercial
        Code or
        other similar applicable law, rule or regulation of the state in which such
        property is held by the Servicer, the Issuing Entity and the Indenture Trustee
        hereby acknowledges that the Servicer is acting as agent and bailee of the
        Indenture Trustee in holding amounts on deposit in the Custodial Account
        pursuant to Section 3.02 of the Servicing Agreement that are allocable to
        the
        Loans, as well as its agent and bailee in holding any Related Documents released
        to the 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 Servicer. It is intended that, by the Servicer's
        acceptance of such agency pursuant to Section 3.02 of the Servicing Agreement,
        the Indenture Trustee, as a pledgee of the Loans, will be deemed to have
        possession of such Related Documents, such monies and such other items for
        purposes of Section 9-305 of the Uniform Commercial Code of the state in
        which
        such property is held by the Servicer.

       

      Section
        3.15 Issuing
        Entity May Consolidate, Etc.
        e)
        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 any of the Notes to be reduced, suspended or
        withdrawn or to be considered by either Rating Agency to be below investment
        grade;

       

      (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).

       


      
        
           

        

        
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      (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 transferred 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
        3.16 Successor
        or Transferee.
        f)
        Upon any
        consolidation or merger of the Issuing Entity in accordance with Section
        3.13(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.

       


      
        
           

        

        
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      (b) Upon
        a
        conveyance or transfer of all the assets and properties of the Issuing Entity
        pursuant to Section 3.13(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
        3.17 No
        Other Business.
        The
        Issuing Entity shall not engage in any business other than financing,
        purchasing, owning and selling and managing the 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
        3.18 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
        3.19 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
        3.20 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
        3.21 Owner
        Trustee Not Liable for Certificates or Related Documents.
        The
        recitals contained herein shall be taken as the statements of the Depositor,
        and
        the Owner Trustee assumes no responsibility for the correctness thereof.
        The
        Owner Trustee makes no representations as to the validity or sufficiency
        of this
        Indenture, of any Basic Document or of the Certificate (other than the
        signatures of the Owner Trustee on the Certificate) or the Notes, or of any
        Related Documents. The Owner Trustee shall at no time have any responsibility
        or
        liability with respect to the sufficiency of the Owner Trust Estate or its
        ability to generate the payments to be distributed to Certificateholders
        under
        the Owner Trust Agreement or the Noteholders under this Indenture, including,
        the compliance by the Depositor or the Seller with any warranty or
        representation made under any Basic Document or in any related document or
        the
        accuracy of any such warranty or representation, or any action of the
        Certificate Paying Agent, the Certificate Registrar or the Indenture Trustee
        taken in the name of the Owner Trustee.

       

      Section
        3.22 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 Owner Trust Agreement and (y) payments to the Servicer
        pursuant to the terms of the Servicing Agreement. The Issuing Entity will
        not,
        directly or indirectly, make payments to or distributions from the Custodial
        Account except in accordance with this Indenture and the Basic
        Documents.

       

       


      
        
           

        

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

       

      Section
        3.24 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
        3.25 Statements
        to Noteholders.
        On each
        Payment Date, the Indenture Trustee and the Certificate Registrar shall forward
        by mail or facsimile to each Noteholder and Certificateholder, respectively,
        the
        Statement delivered to it, on the Business Day following the related
        Determination Date pursuant to Section 4.01 of the Servicing
        Agreement.

       

      Section
        3.26 Allocation
        of Realized Losses.
        On any
        Payment Date in which the Overcollateralized Amount has been reduced to zero,
        and an Applied Loss Amount exists, such Applied Loss Amount shall be allocated
        in the following priority:

       

      (a) first,
        the Class Principal Balance of the Class B-2 Notes shall be reduced, until
        the
        Class Principal Balance thereof has been reduced to zero;

       

      (b) second,
        the Class Principal Balance of the Class B-1 Notes shall be reduced, until
        the
        Class Principal Balance thereof has been reduced to zero;

       

      (c) third,
        the Class Principal Balance of the Class M-2 Notes shall be reduced, until
        the
        Class Principal Balance thereof has been reduced to zero; and

       

      (d) fourth,
        the Class Principal Balance of the Class M-1 Notes shall be reduced, until
        the
        Class Principal Balance thereof has been reduced to zero.

       

      The
        Class
        Principal Balance of the Class A Notes will not be so reduced and will continue
        to receive Current Interest thereon in accordance with Section
        3.05(b).

       

      Section
        3.27 Determination
        of the Libor Rate.
        On each
        LIBOR Rate Adjustment Date, LIBOR shall be established by the Indenture Trustee
        and as to any Accrual Period, LIBOR will equal the rate for United States
        dollar
        deposits for one month which appears on the Dow Jones Telerate Screen Page
        3750
        as of 11:00 A M , London time, on that LIBOR rate adjustment date. Dow Jones
        Telerate Screen Page 3750 means the display designated as page 3750 on the
        Telerate Service or any other page as may replace page 3750 on that service
        for
        the purpose of displaying London interbank offered rates of major banks.
        If the
        rate does not appear on that page or any other page as may replace that page
        on
        that service, or if the service is no longer offered, any other service for
        displaying LIBOR or comparable rates as may be selected by the Indenture
        Trustee
        after consultation with the Servicer, the rate will be the reference bank
        rate.

       


      
        
           

        

        
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      The
        Reference Bank Rate will be determined on the basis of the rates at which
        deposits in the U. S. Dollars are offered by the reference banks, which shall
        be
        three major banks that are engaged in transactions in the London interbank
        market, selected by the Indenture Trustee after consultation with the Servicer.
        The Reference Bank Rate will be determined as of 11:00 A M , London time,
        on the
        LIBOR rate adjustment date to prime banks in the London interbank market
        for a
        period of one month in amounts approximately equal to the Class Principal
        Balance of the Class A Notes. The Indenture Trustee will request the principal
        London office of each of the reference banks to provide a quotation of its
        rate.
        If at least two quotations are provided, the rate will be the arithmetic
        mean of
        the quotations. If on that date fewer than two quotations are provided as
        requested, the rate will be the arithmetic mean of the rates quoted by one
        or
        more major banks in New York City, selected by the Indenture Trustee after
        consultation with the Servicer, as of 11:00 A M , New York City time, on
        that
        date for loans in U S Dollars to leading European banks for a period of one
        month in amounts approximately equal to the note balance of the Class A Notes.
        If no quotations can be obtained, the rate will be LIBOR for the prior Payment
        Date; provided however, if, under the priorities listed previously in this
        paragraph, LIBOR for a Payment Date would be based on LIBOR for the previous
        Payment Date for the third consecutive Payment Date, the Indenture Trustee
        after
        consultation with the Servicer shall select an alternative comparable index
        over
        which the Indenture Trustee has no control, used for determining one-month
        Eurodollar lending rates that is calculated and published or otherwise made
        available by an independent party. LIBOR business day means any day other
        than
        (a) a Saturday or a Sunday or (b) a day on which banking institutions in
        the
        city of London, England or New York, New York are required or authorized
        by law
        to be closed.

       

      The
        establishment of LIBOR by the Indenture Trustee and the Indenture Trustee's
        subsequent calculation of the Note Interest Rate applicable to the Class
        A,
        Class M-2 and Class B-1 Notes for the relevant Accrual Period, in the absence
        of
        manifest error, will be final and binding.

       

      Section
        3.28 Liquidation
        on Final Maturity Date.
        On the
        Final Maturity Date, if the Securities are not paid in full on or prior to
        the
        Final Maturity Date, the Indenture Trustee shall take full account of the
        assets
        and liabilities of the Owner Trust, shall liquidate the assets, in a
        commercially reasonable manner and on commercially reasonable terms, as promptly
        as is consistent with obtaining the fair value thereof and in accordance
        with
        Section 5.15, and shall apply and distribute the proceeds therefrom in the
        order
        of priority described in Section 3.05(b), (c), (d), (e), (f) and
        (g).

       

      Section
        3.29 No
        Recourse.
        Upon
        the occurrence of an Event of Default under the Notes, this Indenture or
        the
        other Basic Documents, Holders of the Notes shall have recourse only to the
        Collateral and all proceeds thereof, as and to the extent provided herein,
        and
        no recourse shall be had by such Holders against the Issuing Entity or its
        other
        assets or properties.

       

      ARTICLE
        IV

       

      The
        Notes; Satisfaction and Discharge of Indenture

       

      Section
        4.01 The
        Notes.
        The
        Book-Entry Notes shall be registered in the name of a nominee designated
        by the
        Depository. Beneficial Owners will hold interests in the Book-Entry Notes
        through the book-entry facilities of the Depository in minimum initial Note
        Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership
        in
        any Physical Note will be evidenced by a physical, fully registered Note
        transferable through the facilities of the Note Registrar.

       


      
        
           

        

        
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      The
        Indenture Trustee may for all purposes (including the making of payments
        due on
        the Book- Entry Notes) deal with the Depository as the authorized representative
        of the Beneficial Owners with respect to the Book-Entry Notes for the purposes
        of exercising the rights of Holders of Book-Entry Notes hereunder. Except
        as
        provided in the next succeeding paragraph of this Section 4.01, the rights
        of
        Beneficial Owners with respect to the Book-Entry 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
        Book-Entry Notes as to which they are the Beneficial Owners. Requests and
        directions from, and votes of, the Depository as Holder of the Book-Entry
        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 Holders of
        the
        Book-Entry Notes and give notice to the Depository of such record date. Without
        the consent of the Issuing Entity and the Indenture Trustee, no Book-Entry
        Note
        may be transferred by the Depository except to a successor Depository that
        agrees to hold such Book-Entry 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 Book-Entry
        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 the Indenture Trustee's 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.

       

      Each
        Person who has or who acquires any Note (other than a Class B-2 Note) shall
        be
        deemed by the acceptance or acquisition of such Note to have represented
        that
        the either (1) it is not acquiring the Note with the assets of a Plan or
        (2) the
        acquisition and holding of a Note will not give rise to a nonexempt prohibited
        transaction under Section 406 of ERISA or Section 4975 of the Code as a result
        of any of the above-mentioned Persons being a “Party in Interest” (within the
        meaning of ERISA) or Disqualified Person (within the meaning of the
        Code).

       

      No
        Class
        B-2 Note may be sold or transferred unless: (1) the transferee is not a Plan
        or
        any other person acting on behalf of a Plan, or using the assets of a Plan
        to
        acquire such Notes; or (2) the transferee is a Plan and has provided the
        Issuing
        Entity and the Indenture Trustee an Opinion of Counsel satisfactory to the
        Issuing Entity and the Indenture Trustee that the purchase, holding and transfer
        of the Class B-2 Notes or interests therein is permissible under applicable
        law,
        will not constitute or result in any non-exempt prohibited transaction under
        ERISA or Section 4975 of the Code and will not subject the Issuing Entity,
        the
        Owner Trustee or the Indenture Trustee to any obligation in addition to those
        undertaken in this Agreement.

       


      
        
           

        

        
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      The
        Class
        B-2 Notes cannot be sold or transferred to Non-United States
        Persons.

       

      No
        transfer, sale, pledge or other disposition of a Class B-2 Note shall be
        made
        unless such transfer, sale, pledge or other disposition is exempt from the
        registration requirements of the Securities Act and any applicable state
        securities laws or is made in accordance with said Act and laws. In the event
        of
        any such transfer, the Indenture Trustee prior to such transfer either (i)
        shall
        require the transferee to execute an investment letter in substantially the
        form
        attached hereto as Exhibit C (or in such form and substance reasonably
        satisfactory to the Indenture Trustee) which investment letters shall not
        be an
        expense of the Trust, the Indenture Trustee, the Servicer or the Depositor
        and
        which investment letter states that, among other things, such transferee
        (a) is
        a “qualified institutional buyer” as defined under Rule 144A, acting for its own
        account or the accounts of other “qualified institutional buyers” as defined
        under Rule 144A, and (b) is aware that the proposed transferor intends to
        rely
        on the exemption from registration requirements under the Securities Act
        of
        1933, as amended, provided by Rule 144A or (ii) (a) may require the delivery
        of
        a written Opinion of Counsel acceptable to and in form and substance
        satisfactory to the Indenture Trustee that such transfer may be made pursuant
        to
        an exemption, describing the applicable exemption and the basis therefor,
        from
        said Act and laws or is being made pursuant to said Act and laws, which Opinion
        of Counsel shall not be an expense of the Trust, the Indenture Trustee, the
        Servicer or the Depositor and (b) shall require the transferee to execute
        a
        representation letter, substantially in the form of Exhibit D hereto, and
        the
        transferor to execute a representation letter, substantially in the form
        of
        Exhibit E hereto, each acceptable to and in form and substance satisfactory
        to
        the Indenture Trustee certifying the facts surrounding such transfer, which
        representation letters shall not be an expense of the Trust, the Indenture
        Trustee, the Servicer or the Depositor.

       

      Subject
        to the restrictions and limitations set forth below, upon surrender for
        registration of transfer of any Class of Note at the Corporate Trust Office,
        the
        Issuing Entity shall execute and the Note Registrar shall authenticate and
        deliver, in the name of the designated transferee or transferees, one or
        more
        new Notes of the same Class in authorized initial Note 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 the same Class and of like tenor, in authorized initial Note
        Balances evidencing the same aggregate Percentage Interests upon surrender
        of
        the Notes to be exchanged at the Corporate Trust Office of the 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 surrendered for registration of transfer or exchange shall (if so required
        by
        the Note Registrar) be duly endorsed by, or be accompanied by a written
        instrument of transfer in form reasonably satisfactory to the Note Registrar
        duly executed by, the Holder thereof or his attorney duly authorized in writing
        with such signature guaranteed by a commercial bank or trust company located
        or
        having a correspondent located in the city of New York. Notes delivered upon
        any
        such transfer or exchange will evidence the same obligations, and will be
        entitled to the same rights and privileges, as the Notes
        surrendered.

       


      
        
           

        

        
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      No
        service charge shall be imposed 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 canceled by
        the
        Note Registrar and delivered to the Indenture Trustee for subsequent destruction
        without liability on the part of either.

       

      The
        Issuing Entity hereby appoints the Indenture Trustee as Certificate Registrar
        to
        keep at its Corporate Trust Office a Certificate Register pursuant to Section
        3.09 of the Owner 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 Owner Trust Agreement. The Indenture Trustee hereby accepts
        such appointment.

       

      Section
        4.03 Mutilated,
        Destroyed, Lost or Stolen Notes.
        If (i)
        any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
        Trustee receives evidence to its satisfaction of the destruction, loss or
        theft
        of any Note, and (ii) there is delivered to the Indenture Trustee such security
        or indemnity as may be required by it to hold the Issuing Entity and the
        Indenture Trustee harmless, then, in the absence of notice to the Issuing
        Entity, the Note Registrar or the Indenture Trustee that such Note has been
        acquired by a bona fide purchaser, and provided that the requirements of
        Section
        8-405 of the UCC are met, the Issuing Entity shall execute, and upon its
        request
        the Indenture Trustee shall authenticate and deliver, in exchange for or
        in lieu
        of any such mutilated, destroyed, lost or stolen Note, a replacement Note
        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.

       


      
        
           

        

        
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      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 canceled 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 canceled by the Indenture Trustee.
        No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
        as provided in this Section 4.05, except as expressly permitted by this
        Indenture. All canceled Notes may be held or disposed of by the Indenture
        Trustee in accordance with its standard retention or disposal policy as in
        effect at the time unless the Issuing Entity shall direct by an Issuing Entity
        Request that they be destroyed or returned to it; provided however, that
        such
        Issuing Entity Request is timely and the Notes have not been previously disposed
        of by the Indenture Trustee.

       

      Section
        4.06 Book-Entry
        Notes.
        The
        Notes (other than the Class B-2 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. The 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 the Notes;

       


      
        
           

        

        
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      (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
        Note
        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 Holders of the Notes 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 Indenture Trustee determines that the Depository is no longer willing
        or
        able to properly discharge its responsibilities with respect to the Notes
        and
        the Indenture Trustee is unable to locate a qualified successor, (ii) the
        Indenture Trustee elects to terminate the book-entry system through the
        Depository or (iii) after the occurrence of an Event of Default, Owners of
        the
        Notes representing beneficial interests aggregating at least a majority of
        the
        Note 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 and agree, so long as the
        equity
        of the Issuing Entity is owned by one person for federal income tax purposes,
        to
        disregard the Issuing Entity as an entity separate from its 100% owner. However,
        in the event the Issuing Entity is treated as a partnership, then the
        Administrator pursuant to the Administration Agreement shall, for federal
        income
        tax information and reporting purposes, treat the Issuing Entity as a
        partnership and will file such tax returns relating to a partnership (including
        the partnership information return on IRS Form 1065). All of the parties
        hereto
        and each Noteholder agrees to appoint the Administrator as agent to the “tax
        matters person” for federal income tax purposes, if necessary.

       

       


      
        
           

        

        
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      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, 3.13, 3.15, 3.16 and the last paragraph of Section 4.02,
        (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)
        each
        Class of 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)
        each
        Class of Notes not theretofore delivered to the Indenture Trustee for
        cancellation

       

      a.
        have
        become due and payable,

       

      b.
        will
        become due and payable within one year, or

       

      c.
        have
        been declared immediately due and payable 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 then outstanding not theretofore delivered to the Indenture Trustee
        for cancellation when due on the Final Scheduled Payment Date;

       


      
        
           

        

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

       

      (C) the
        Issuing Entity has delivered to the Indenture Trustee an Officer's Certificate
        and an Opinion of Counsel, each meeting the applicable requirements of Section
        10.01, 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  [RESERVED]

       

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

       


      
        
           

        

        
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      ARTICLE
        V

       

      Default
        and Remedies

       

      Section
        5.01 Events
        of Default.
        The
        Issuing Entity shall deliver to the Indenture Trustee, within five days after
        learning of the occurrence 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” written notice in the form of an Officer's
        Certificate of 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, then and in every such case
        the
        Indenture Trustee may, and upon the request of the Holders of Notes representing
        not less than a majority of the Note Balances of all Notes, the Indenture
        Trustee shall, 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
        each
        class of Notes, together with accrued and unpaid interest thereon through
        the
        date of acceleration, shall become immediately due and payable.

       

      At
        any
        time after such declaration of acceleration of maturity with respect to an
        Event
        of Default has been made and before a judgment or decree for payment of the
        money due has been obtained by the Indenture Trustee as hereinafter in this
        Article V provided, the Holders of Notes representing a majority of the Note
        Balances of all Notes, by written notice to the Issuing Entity and the Indenture
        Trustee may in writing 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 by the Indenture Trustee hereunder and the reasonable compensation,
        expenses and disbursements 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.

       

       


      
        
           

        

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

       

      (a) Subject
        to Section 3.27, the Issuing Entity covenants that if a default occurs in
        the
        payment of (i) any interest on any Note when the same becomes due and payable,
        and such default continues for a period of five days, or (ii) the principal
        of
        or any installment of the principal of any Note when the same becomes due
        and
        payable, the Issuing Entity shall, upon demand of the Indenture Trustee,
        pay to
        it, for the benefit of the Holders of Notes, 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 and disbursements 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 upon the Notes, wherever
        situated, the monies adjudged or decreed to be payable.

       

      (c) If
        an
        Event of Default occurs and is continuing, the Indenture Trustee subject
        to the
        provisions of Section 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, 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, by the Indenture Trustee and each predecessor Indenture Trustee,
        except as a result of negligence, willful misconduct or bad faith) and of
        the
        Noteholders allowed in such Proceedings;

       


      
        
           

        

        
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      (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, by the Indenture Trustee and each predecessor Indenture
        Trustee except as a result of negligence, willful misconduct or bad
        faith.

       

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

       

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

       

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

       

       


      
        
           

        

        
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      Section
        5.04 Remedies;
        Priorities.
        g)
        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, enforce any judgment
        obtained, and collect from the Issuing Entity and any other obligor upon
        such
        Notes monies adjudged due;

       

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

       

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

       

      (iv) [Reserved]

       

      (v) refrain
        from selling the Trust Estate (unless otherwise directed by a majority of
        noteholders) and continue to apply all amounts received thereon to payments
        on
        the Notes in accordance with Section 3.05; and

       

      (vi) 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 must sell or otherwise liquidate the
        Trust
        Estate following an Event of Default, if (i) the Holders of the Notes
        representing not less than a majority of the Note Balance of all of the Notes
        direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate
        or
        (ii) the Indenture Trustee determines that the Loans will not continue to
        provide sufficient funds for (A) the payment of expenses under this Indenture
        and (B) 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. In determining
        such sufficiency or insufficiency with respect to clause (A) and (B), 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 foregoing, so long as a Servicing
        Default has not occurred, any Sale of the Trust Estate shall be made subject
        to
        the continued servicing of the Loans by the 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 and unpaid under Section 6.07 and to
        the
        Owner Trustee for amounts due and unpaid under Article VII of the Amended
        and
        Restated Trust Agreement;

       


      
        
           

        

        
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      SECOND:
        to the Class A Noteholders, the amount of any Current Interest and any
        Carryforward Interest, any applicable Basis Risk Shortfall, and further as
        principal until the Class Principal Balance of such Class has been reduced
        to
        zero;

       

      THIRD:
        to
        the Class M-1 Noteholders, the amount of any Current Interest and any
        Carryforward Interest, any applicable Deferred Amounts, and further as principal
        until the Class Principal Balance of such Class has been reduced to
        zero;

       

      FOURTH:
        to the Class M-2 Noteholders, the amount of any Current Interest and any
        Carryforward Interest, any applicable Deferred Amounts, any applicable Basis
        Risk Shortfall, and further as principal until the Class Principal Balance
        of
        such Class has been reduced to zero;

       

      FIFTH:
        to
        the Class B-1 Noteholders, the amount of any Current Interest and any
        Carryforward Interest, any applicable Deferred Amounts, any applicable Basis
        Risk Shortfall, and further as principal until the Class Principal Balance
        of
        such Class has been reduced to zero;

       

      SIXTH:
        to
        the Class B-2 Noteholders, the amount of any Current Interest and any
        Carryforward Interest, any applicable Deferred Amounts, any applicable Available
        Funds Shortfall, and further as principal until the Class Principal Balance
        of
        such Class has been reduced to zero; and

       

      SEVENTH:
        to the payment of the remainder, if any to the Certificate Paying Agent on
        behalf of the Issuing Entity or to 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 shall, unless otherwise directed
        to by a majority of noteholders, 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.

       

      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;

       


      
        
           

        

        
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      (ii) the
        Holders of not less than 25% of the Note 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 Note
        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 Note 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, but subject to Section
        3.27, the Holder of any Note shall have the right, which is absolute and
        unconditional, to receive payment of the principal of, and interest, 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.

       

       


      
        
           

        

        
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      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 Note 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 a majority of the Note Balances of Notes;

       

      (iii) if
        the
        conditions set forth in Section 5.05 have been satisfied and the Indenture
        Trustee is directed to retain the Trust Estate pursuant to such Section,
        then
        any direction to the Indenture Trustee by Holders of Notes representing less
        than a majority of the Note 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
        Note
        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. 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.

       

       


      
        
           

        

        
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      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 Note 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.
        h)
        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 shall have been paid. The Indenture Trustee may from time to time
        postpone any public Sale by public announcement made at the time and place
        of
        such Sale. The Indenture Trustee hereby expressly waives its right to any
        amount
        fixed by law as compensation for any Sale.

       

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

       

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

       

      (2)
        the
        proceeds of such Sale would be not less than the entire amount which would
        be
        payable to the Noteholders under the Notes and the Certificateholders under
        the
        Certificates, in full payment thereof in accordance with Section 5.02, on
        the
        Payment Date next succeeding the date of 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).

       


      
        
           

        

        
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      (c) Unless
        the Holders 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.

       

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

       

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

       

      (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 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).

       


      
        
           

        

        
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      ARTICLE
        VI

       

      The
        Indenture Trustee

       

      Section
        6.01 Duties
        of Indenture Trustee.
        i)
        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
        pursuant to Section 5.11 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.

       


      
        
           

        

        
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      (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
        Owner
        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.
        j)
        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 Note Registrar, coregistrar 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 (i) responsible for and makes no representation
        as to the validity or adequacy of this Indenture or the Notes, (ii) accountable
        for the Issuing Entity's use of the proceeds from the Notes or (iii) responsible
        for any statement of the Issuing Entity or any other Person 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.

       

       


      
        
           

        

        
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      Section
        6.05 Notice
        of Event Of Default.
        The Indenture 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 including without limitation Form 1099, to the extent such form is
        required by law. 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 pay to the Indenture Trustee on each Payment Date
        reasonable compensation for its services. The Indenture Trustee shall be
        compensated and indemnified by the Seller in accordance with Section 4(b)
        of the
        Administration Agreement, and all amounts owing to the Indenture Trustee
        hereunder in excess of such amount shall be paid solely as provided in Section
        3.05 hereof (subject to the priorities set forth therein). The Indenture
        Trustee's compensation shall not be limited by any law on compensation of
        a
        trustee of an express trust. The Issuing Entity shall reimburse the Indenture
        Trustee for all Trustee Additional Expenses, in addition to the compensation
        for
        its services. The Issuing Entity shall 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
        promptly of any claim for which it may seek indemnity. Failure by the Indenture
        Trustee to so notify the Issuing Entity shall not relieve the Issuing Entity
        of
        its obligations hereunder. The Issuing Entity shall defend any such claim,
        and
        the Indenture Trustee may have separate counsel and the Issuing Entity shall
        pay
        the reasonable fees and expenses of such counsel. The Issuing Entity is not
        obligated to reimburse any expense or indemnify against any loss, liability
        or
        expense incurred by the Indenture Trustee 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 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.
        No
        termination of the Indenture Trustee without cause will be effective unless
        the
        costs and expenses of such Indenture Trustee have been reimbursed in connection
        with such removal. The Indenture Trustee may resign at any time by so notifying
        the Issuing Entity. The Holders of a majority of Note Balances of the Notes
        may
        remove the Indenture Trustee by so notifying the Indenture Trustee and may
        appoint a successor Indenture Trustee. The Issuing Entity shall remove the
        Indenture Trustee if:

       


      
        
           

        

        
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      (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
        the Indenture Trustee for any reason (the Indenture Trustee in such event
        being
        referred to herein as the retiring Indenture Trustee), the Issuing Entity
        shall
        promptly appoint a successor Indenture Trustee. In addition, the Indenture
        Trustee will resign to avoid being directly or indirectly controlled by the
        Issuing Entity.

       

      A
        successor Indenture Trustee shall deliver a written acceptance of its
        appointment to the retiring Indenture Trustee and 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 Note 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 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 written notice of any such transaction after the Closing
        Date.

       


      
        
           

        

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

       


      
        
           

        

        
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      (c) Any
        notice, request or other writing given to the Indenture Trustee shall be
        deemed
        to have been given to each of the then separate trustees and co-trustees,
        as
        effectively as if given to each of them. Every instrument appointing any
        separate trustee or co-trustee shall refer to this 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 ss.
        310(a).
        The Indenture Trustee shall have a combined capital and surplus of at least
        $50,000,000 as set forth in its most recent published annual report of condition
        and it or its parent shall have a long-term debt rating of A2 or better by
        Moody's. The Indenture Trustee shall comply with TIA ss. 310(b), including
        the
        optional provision permitted by the second sentence of TIA ss. 310(b)(9);
        provided, however, that there shall be excluded from the operation of TIA
        ss.
        310(b)(1) any indenture or indentures under which other securities of the
        Issuing Entity are outstanding if the requirements for such exclusion set
        forth
        in TIA ss. 310(b)(1) are met.

       

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

       

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

       

      (i) The
        Indenture Trustee is duly organized, validly existing and in good standing
        under
        the laws of the State of New York 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.

       


      
        
           

        

        
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      (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 organization 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 which conflict or breach would
        have a
        materially adverse impact on the ability of the Indenture Trustee to perform
        its
        obligations under the Basic Documents to which it is a party.

       

      (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.

       

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

       

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

       

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

       

      (b) to
        authenticate 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 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.

       

      Section
        6.16 Compliance
        with Withholding Requirements.
        Notwithstanding any other provision of this Indenture, the Indenture Trustee
        shall comply with all federal withholding requirements respecting payments
        to
        Noteholders of interest that the Indenture Trustee reasonably believes are
        applicable under the Code. The consent of Noteholders shall not be required
        for
        such withholding.

       

      ARTICLE
        VII

       

      Noteholders'
        Lists and Reports

       

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

       

       


      
        
           

        

        
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      Section
        7.02 Preservation
        of Information; Communications to Noteholders.
        l)
        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 TIAss.312(c).

       

      Section
        7.03 Reports
        by Issuing Entity.
        m)
        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 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, ____, the Indenture Trustee shall mail to each Noteholder as required
        by TIA ss. 313(c) 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).

       


      
        
           

        

        
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      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 Servicer, with a copy of the monthly statement to be furnished
        by
        the Indenture Trustee to the Noteholders for such Distribution Date and
        detailing all data elements specified in Item 1121(a) of Regulation AB as
        part
        of the monthly statement; provided that the Indenture Trustee shall have
        received no later than 2 days prior to the date such Distribution Report
        on Form
        10-D is required to be filed, all information required to be provided to
        the
        Indenture Trustee as described in clause (a)(iv) below.

       

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

       

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

       

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

       


      
        
           

        

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

       

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

       

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

       

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

       


      
        
           

        

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

       

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

       

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

       

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

       

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

       

      ARTICLE
        VIII

       

      Accounts,
        Disbursements and Releases

       

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

       

       


      
        
           

        

        
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      Section
        8.02 Trust
        Accounts.
        n)
        On or
        prior to the Closing Date, the Indenture Trustee shall 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, 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.

       

      (c) Any
        institution maintaining the Payment Account shall at the direction of the
        Indenture Trustee invest the funds in such account in Permitted Investments,
        each of which shall mature not later than (i) the Business Day immediately
        preceding the date on which such funds are required to be withdrawn from
        such
        account pursuant to this Indenture, if a Person other than the Indenture
        Trustee
        is the obligor thereon, and (ii) no later than the date on which such funds
        are
        required to be withdrawn from such account pursuant to this Agreement, if
        the
        Indenture Trustee is the obligor thereon and shall not be sold or disposed
        of
        prior to its maturity. All income and gain realized from any such investment
        as
        well as any interest earned on deposits in the Payment Account shall be for
        the
        benefit of the Indenture Trustee. The Indenture shall deposit in the Payment
        Account an amount equal to the amount of any loss incurred in respect of
        any
        such investment immediately upon realization of such loss without right of
        reimbursement.

       

      (d) On
        each
        Payment Date, the Indenture Trustee shall distribute all amounts on deposit
        in
        the Payment Account 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)).

       

      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 Payment to Noteholders.
        This
        Indenture and the respective obligations and responsibilities of the Issuing
        Entity and the Indenture Trustee created hereby shall terminate upon the
        payment
        to the Noteholders, the Certificate Paying Agent (on behalf of the
        Certificateholders) and the Indenture Trustee of all amounts required to
        be
        distributed pursuant to Article III.

       

      Section
        8.05 Release
        of Trust Estate.
        o)
        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.

       


      
        
           

        

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

       

      (c) The
        Indenture Trustee shall release property from the lien of this Indenture
        pursuant to this Section 8.05 only upon receipt of a request from the Issuing
        Entity accompanied by an Officers' Certificate.

       

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

       

      (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;

       


      
        
           

        

        
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      (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 of the Issuing
        Entity that entering into such indenture supplement will not (A) have any
        material adverse tax consequences to the Noteholders and (B) adversely affect
        in
        any material respect the interests of the Certificateholder.

       

      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 Issuing Entity
        Request, may, also without the consent of any of the Holders of the Notes
        but
        with prior notice to the Rating Agencies, enter into an indenture or indentures
        supplemental hereto for the purpose of adding any provisions to, or changing
        in
        any manner or eliminating any of the provisions of, this Indenture or of
        modifying in any manner the rights of the Holders of the Notes under this
        Indenture.

       

      (c) The
        Issuing Entity and the Indenture Trustee shall, as directed by the Holders
        of
        Certificates which represent not less than 100% of the Certificate Percentage
        Interests thereof, enter into an indenture or indentures supplemental hereto
        for
        the purpose of providing for the issuance of one or more additional Classes
        of
        Notes entitled to payments derived solely from all or a portion of the payments
        to which the Certificate issued on the Closing Date pursuant to the Owner
        Trust
        Agreement are entitled; 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. Each such Class of Notes shall be a non-recourse
        obligation of the Issuing Entity and shall be entitled to interest and principal
        in such amounts, and to such security for the repayment thereof, as shall
        be
        specified in such amendment or amendments. Promptly after the execution by
        the
        Issuing Entity and the Indenture Trustee of any amendments pursuant to this
        Section or the creation of a new Indenture and the issuance of the related
        Class
        or Classes of Notes, the Issuing Entity shall require the Indenture Trustee
        to
        give notice to the Holders of the Notes and the Rating Agencies setting forth
        in
        general terms the substance of the provisions of such amendment. Any failure
        of
        the Indenture Trustee to provide such notice as is required under this
        paragraph, or any defect therein, shall not, however, in any way impair or
        affect the validity of such amendment or any Class of Notes issued pursuant
        thereto.

       

       


      
        
           

        

        
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      Section
        9.02 Supplemental
        Indentures with Consent of Noteholders.
        The
        Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity
        Request, also may, with prior notice to the Rating Agencies and with the
        consent
        of the Holders of not less than a majority of the Note Balances of the 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 Note 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 Note 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.

       


      
        
           

        

        
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      and
        provided, further, 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 adversely affect in any
        material respect the interests of the Certificateholder.

       

      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 (as defined in Section 10.03)
        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.

       

       


      
        
           

        

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

       

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

       

      (1)
        a
        statement that each signatory of such certificate or opinion has read or
        has
        caused to be read such covenant or condition and the definitions herein relating
        thereto;

       

      (2)
        a
        brief statement as to the nature and scope of the examination or investigation
        upon which the statements or opinions contained in such certificate or opinion
        are based;

       

      (3)
        a
        statement that, in the opinion of each such signatory, such signatory has
        made
        such examination or investigation as is necessary to enable such signatory
        to
        express an informed opinion as to whether or not such covenant or condition
        has
        been complied with;

       

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

       

      (5)
        if
        the Signer of such Certificate or Opinion is required to be Independent,
        the
        Statement required by the definition of the term “Independent”.

       


      
        
           

        

        
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      (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 Note 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 Note 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 Note 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 Note
        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 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 June 30, ____, 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.

       

       


      
        
           

        

        
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      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 Seller or
        the
        Issuing Entity, stating that the information with respect to such factual
        matters is in the possession of the Seller or the Issuing Entity, unless
        such
        counsel knows, or in the exercise of reasonable care should know, that the
        certificate or opinion or representations with respect to such matters are
        erroneous.

       

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

       

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

       

      Section
        10.03 Acts
        of Noteholders.
        r)
        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.

       


      
        
           

        

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

       

      (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: DEUTSCHE MORTGAGE SECURITIES,
        INC.
        TRUST SERIES ____-__, in care of [Name of Owner Trustee], or at any other
        address previously furnished in writing to the Indenture Trustee by the Issuing
        Entity. The Issuing Entity shall promptly transmit any notice received by
        it
        from the Noteholders to the Indenture Trustee.

       

      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 S&P, at
        the following address: 55 Water Street New York, NY 10041 Attention Mortgage
        Surveillance Monitoring and (ii) 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, Attention: Residential Mortgage Surveillance
        Group; 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 address as it appears on the Note Register,
        not
        later than the latest date, and not earlier than the earliest date, prescribed
        for the giving of such notice. In any case where notice to Noteholders is
        given
        by mail, neither the failure to mail such notice nor any defect in any notice
        so
        mailed to any particular Noteholder shall affect the sufficiency of such
        notice
        with respect to other Noteholders, and any notice that is mailed in the manner
        herein provided shall conclusively be presumed to have been duly given
        regardless of whether such notice is in fact actually received.

       


      
        
           

        

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

       

      Section
        10.08 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.

       

       


      
        
           

        

        
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      Section
        10.11 Benefits
        of 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 Owner Trust Agreement.

       

       


      
        
           

        

        
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      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
        prior
        to the day one year and one day after the date this Indenture terminates
        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.

       

      


       

      




      
        
           

        

        
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      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.

       

      DEUTSCHE
        MORTGAGE SECURITIES, INC. 

      TRUST
        SERIES ____-__, 

      as
        Issuing Entity

       

       

      [Name
        of
        Owner Trustee], not in its individual 

      capacity
        but solely as Owner Trustee

      


       

      By:
         _____________________________

      Name:
        

      Title:

       

       

       

      [NAME
        OF
        INDENTURE TRUSTEE], 

      as
        Indenture Trustee

       

       

      By:
        _____________________________

      Name:
        

      Title:

       

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

       

      By:
         _____________________________

      Name:
        

      Title:



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                STATE
                  OF 

              	
                )
                  

              	 
	 	 	
                )
                  ss.: 

              
	
                COUNTY
                  OF 

              	
                )

              	 
	 	 	 


      

      On
        this
        ____ day of ________________, before me personally appeared ____________________
        to me known, who being by me duly sworn, did depose and say, 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 

                	
                  )
                    

                	 
	 	 	
                  )
                    ss.: 

                
	
                  COUNTY
                    OF 

                	
                  )

                	 
	 	 	 



      

      On
        this
        ____ day of __________________, before me personally appeared
        ______________________, to me known, who being by me duly sworn, did depose
        and
        say, that she is the _____________________ of [Name of Indenture Trustee],
        as
        Indenture Trustee, one of the corporations described in and which executed
        the
        above instrument; that she 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-1

       

      FORM
        OF
        CLASS A NOTES

       

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

       

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

       


      
        
           

        

        
          A-1-1

          
            

          

        

        
           

        

      


      DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__ 

      Asset-Backed
        Note

       

      
        	
                Class
                  A

              	
                Principal
                  Amount:$ _____________

              
	 	 
	
                Registered

              	 
	 	 
	 	
                Percentage
                  Interest: ___%

              
	
                No.
                  ___

              	
                Note
                  Interest Rate: ___%

              
	 	 
	
                CUSIP
                  NO. ___________

              	 
	 	 


      

      DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__, a business trust duly organized
        and existing under the laws of the State of Delaware (herein referred to
        as the
“Issuing Entity”), for value received, hereby promises to pay to Cede & Co.
        or registered assigns, the principal sum of $ ____________, payable on each
        Payment Date in an amount equal to the Percentage Interest specified above
        of
        the aggregate amount, if any, payable from the Payment Account in respect
        of
        principal and interest on the Class A Notes pursuant to Section 3.05 of the
        Indenture dated as of ______________ (the “Indenture”) between the Issuing
        Entity, as Issuing Entity, and [Name of Indenture Trustee], as Indenture
        Trustee
        (the “Indenture Trustee”); provided, however, that the entire unpaid principal
        amount of this Note shall be due and payable on the Payment Date in
        _____________, to the extent not previously paid on a prior Payment Date.
        Capitalized terms used but not defined herein are defined in Appendix A of
        the
        Indenture.

       

      Interest
        on the Class A Notes will be paid monthly on each Payment Date at the Note
        Interest Rate subject to limitations which may result in Interest Shortfalls
        (as
        further described in the Indenture). The Note Interest Rate for the Class
        A
        Notes, is a rate per annum equal to the least of (i) LIBOR plus ____%, in
        the
        each payment date; (ii) the Net Funds Cap; and (iii) the Maximum Note Interest
        Rate. LIBOR for each applicable Interest Accrual Period will be determined
        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 by the Indenture Trustee as set forth in the Indenture. All
        determinations of LIBOR by the Indenture Trustee shall, in the absence of
        manifest error, be conclusive for all purposes, and each holder of this Note,
        by
        accepting this Note, agrees to be bound by such determination. Interest on
        this
        Note will accrue for each Payment Date from and including the most recent
        Payment Date on which interest has been paid (in the case of the first Payment
        Date, from the Closing Date) to but excluding such Payment Date. Interest
        will
        be computed on the basis of the actual number of days in each Interest Period
        and a year assumed to consist of 360 days. Principal of Interest on this
        Note
        shall be paid in the manner specified on the reverse hereof.

       

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

       


      
        
           

        

        
          A-1-2

          
            

          

        

        
           

        

      


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

       

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

       

      This
        Note
        is one of a duly authorized issue of Notes of the Issuing Entity, designated
        as
        its Asset- Backed Notes (herein called the “Notes”), all issued under the
        Indenture, to which Indenture and all indentures supplemental thereto reference
        is hereby made for a statement of the respective rights and obligations
        thereunder of the Issuing Entity, the Indenture Trustee and the holders of
        the
        Notes. The Notes are subject to all terms of the Indenture.

       

      The
        Notes
        (the “Notes”) are and will be equally and ratably secured by the collateral
        pledged as security therefor as provided in the Indenture.

       

      Principal
        of and Interest on this Note will be payable on each Payment Date, commencing
        on
        ________________, as described in the Indenture. “Payment Date” means the
        twenty-fifth day of each month, or, if any such date is not a Business Day,
        then
        the next Business Day.

       

      The
        entire unpaid principal amount of this Note shall be due and payable in full
        on
        the Payment Date in ___________ pursuant to the Indenture, to the extent
        not
        previously paid on a prior Payment Date. Notwithstanding the foregoing, if
        an
        Event of Default shall have occurred and be continuing, then the Indenture
        Trustee or the holders of Notes representing not less than a majority of
        the
        Note Balances of all Notes may declare the Notes to be immediately due and
        payable in the manner provided in Section 5.02 of the Indenture.

       

      Payments
        of interest on this Note due and payable on each Payment Date, together with
        the
        installment of principal, if any, to the extent not in full payment of this
        Note, shall be made by check mailed to the Person whose name appears as the
        Registered Holder of this Note (or one or more Predecessor Notes) on the
        Note
        Register as of the close of business on each Record Date, except that with
        respect to Notes registered on the Record Date in the name of the nominee
        of the
        Depository Agency (initially, such nominee to be Cede & Co.), payments will
        be made by wire transfer in immediately available funds to the account
        designated by such nominee. Such checks shall be mailed to the Person entitled
        thereto at the address of such Person as it appears on the Note Register
        as of
        the applicable Record Date without requiring that this Note be submitted
        for
        notation of payment. Any reduction in the principal amount of this Note (or
        any
        one or more Predecessor Notes) effected by any payments made on any Payment
        Date
        shall be binding upon all future holders of this Note and of any Note issued
        upon the registration of transfer hereof or in exchange hereof or in lieu
        hereof, whether or not noted hereon. If funds are expected to be available,
        as
        provided in the Indenture, for payment in full of the then remaining unpaid
        principal amount of this Note on a Payment Date, then the Indenture Trustee,
        in
        the name of and on behalf of the Issuing Entity, will notify the Person who
        was
        the Registered Holder hereof as of the Record Date preceding such Payment
        Date
        by notice mailed or transmitted by facsimile prior to such Payment Date,
        and the
        amount then due and payable shall be payable only upon presentation and
        surrender of this Note at the address specified in such notice of final
        payment.

       


      
        
           

        

        
          A-1-3

          
            

          

        

        
           

        

      


      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Note may be registered on the Note Register upon surrender
        of this Note for registration of transfer at the Corporate Trust Office,
        duly
        endorsed by, or accompanied by a written instrument of transfer in form
        satisfactory to the Indenture Trustee duly executed by, the holder hereof
        or
        such holder's attorney duly authorized in writing, with such signature
        guaranteed by an “eligible guarantor institution” meeting the requirements of
        the Note Registrar, which requirements include membership or participation
        in
        the Securities Transfer Agent's Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
        addition to, or in substitution for, STAMP, all in accordance with the
        Securities Exchange Act of 1934, as amended, and thereupon one or more new
        Notes
        in authorized denominations and in the same aggregate principal amount will
        be
        issued to the designated transferee or transferees. No service charge will
        be
        charged for any registration of transfer or exchange of this Note, but the
        Note
        Registrar shall require payment of a sum sufficient to cover any tax or
        governmental charge that may be imposed in connection with any registration
        of
        transfer or exchange of this Note.

       

      Each
        holder or Beneficial Owner of a Note, by acceptance of a Note, or, in the
        case
        of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants
        and
        agrees that no recourse may be taken, directly or indirectly, with respect
        to
        the obligations of the Issuing Entity, the Owner Trustee, the Seller, the
        Servicer, the Depositor or the Indenture Trustee on the Notes or under the
        Indenture or any certificate or other writing delivered in connection therewith,
        against (i) the Indenture Trustee or the Owner Trustee in its individual
        capacity, (ii) any owner of a beneficial interest in the Issuing Entity or
        (iii)
        any partner, owner, beneficiary, agent, officer, director or employee of
        the
        Indenture Trustee or the Owner Trustee in its individual capacity, any holder
        of
        a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture
        Trustee or of any successor or assign of the Indenture Trustee or the Owner
        Trustee in its individual capacity, except as any such Person may have expressly
        agreed and except that any such partner, owner or beneficiary shall be fully
        liable, to the extent provided by applicable law for any unpaid consideration
        for stock, unpaid capital contribution or failure to pay any installment
        or call
        owing to such entity.

       

      Each
        holder or Beneficial Owner of a Note, by acceptance of a Note or, in the
        case of
        a Beneficial Owner of a Note, a beneficial interest in a Note, covenants
        and
        agrees by accepting the benefits of the Indenture that such holder or Beneficial
        Owner of a Note will not prior to the day that is one year and one day after
        the
        date this Indenture terminates, institute against the Issuing Entity or the
        Depositor, or join in any institution against the Issuing Entity or the
        Depositor of, any bankruptcy, reorganization, arrangement, insolvency or
        liquidation proceedings under any United States federal or state bankruptcy
        or
        similar law in connection with any obligations relating to the Notes, the
        Indenture or the Basic Documents.

       

      Each
        Holder or Beneficial Owner of a Note, by acceptance of a Note or, in the
        case of
        a Beneficial Owner of a Note, a beneficial interest in a Note, represents
        that
        either (1) it is not acquiring the Note with the assets of a Plan or (2)
        the
        acquisition and holding of a Note will not give rise to a nonexempt prohibited
        transaction under Section 406 of ERISA or Section 4975 of the Code as a result
        of any of the above-mentioned Persons being a “Party in Interest” (within the
        meaning of ERISA) or Disqualified Person (within the meaning of the
        Code).

       


      
        
           

        

        
          A-1-4

          
            

          

        

        
           

        

      


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

       

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

       

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

       

      The
        term
“Issuing Entity” as used in this Note includes any successor or the Issuing
        Entity under the Indenture.

       

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

       

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

       

      This
        Note
        and the Indenture shall be construed in accordance with the laws of the State
        of
        New York, without reference to its conflict of law provisions and the
        obligations, rights and remedies of the parties hereunder and thereunder
        shall
        be determined in accordance with such laws.

       


      
        
           

        

        
          A-1-5

          
            

          

        

        
           

        

      


      No
        reference herein to the Indenture and no provision of this Note or of the
        Indenture shall alter or impair, the obligation of the Issuing Entity, which
        is
        absolute and unconditional, to pay the principal of and interest on this
        Note at
        the times, place and rate, and in the coin or currency herein
        prescribed.

       

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

       


      
        
           

        

        
          A-1-6

          
            

          

        

        
           

        

      


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

      

        
          	 	
                  DEUTSCHE
                    MORTGAGE SECURITIES, INC. 

                  TRUST
                    SERIES ____-__

                
	 	 	 
	 	
                  By
                    

                	
                  [NAME
                    OF OWNER TRUSTEE], not 

                
	 	 	
                  in
                    its individual capacity but solely as 

                
	 	 	
                  Owner
                    Trustee

                
	
                  Dated:
                    ________________

                	 	 
	 	
                  By
                    

                	
                  _____________________________

                
	 	 	
                  Authorized
                    Signatory

                
	 	 	 


        

      

       

      CERTIFICATE
        OF AUTHENTICATION

       

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

       

      [NAME
        OF
        INDENTURE TRUSTEE], not in 

      its
        individual capacity but solely as Indenture 

      Trustee

       

      Dated:
        _______________

      


      By
         _____________________________

      Authorized
        Signatory

       


      
        
           

        

        
          A-1-7

          
            

          

        

        
           

        

      


      ASSIGNMENT

       

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

      __________________________________________________________

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfer unto 

      ______________________________________________________________________________
        

      ______________________________________________________________________________
        

       

      (name
        and
        address of assignee) the within Note and all rights thereunder, and hereby
        irrevocably 

      constitutes
        and appoints _________________________________________________________


      ___________________________,
        attorney, to transfer said Note on the books kept for 

      registration
        thereof, with full power of substitution in the premises.

       

      Dated:
         _____________________

      _____________________________*/

      Signature
        Guaranteed:

       

      _____________________________*/

       

      __________

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

      




      
        
           

        

        
          A-1-8

          
            

          

        

        
           

        

      


      EXHIBIT
        A-2

       

      FORM
        OF
        CLASS M NOTES

       

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

       

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

       


      
        
           

        

        
          A-2-1

          
            

          

        

        
           

        

      


      DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__ 

      Asset-Backed
        Note

       

      
        	
                Class
                  M-__

              	 
	 	 
	
                Registered

              	 
	 	
                Principal
                  Amount:$ ___________

              
	 	
                Percentage
                  Interest: ___%

              
	
                No.
                  ___

              	
                Note
                  Interest Rate: ___%

              
	 	 
	
                CUSIP
                  NO. ___________

              	 
	 	 


      

      DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__, a business trust duly organized
        and existing under the laws of the State of Delaware (herein referred to
        as the
“Issuing Entity”), for value received, hereby promises to pay to __________ or
        registered assigns, the principal sum of $___________, payable on each Payment
        Date in an amount equal to the Percentage Interest specified above of the
        aggregate amount, if any, payable from the Payment Account in respect of
        principal on the Class M-__ Notes pursuant to Section 3.05 of the Indenture
        dated as of _______________ (the “Indenture”) between the Issuing Entity, as
        Issuing Entity, and [Name of Indenture Trustee], as Indenture Trustee (the
        “Indenture Trustee”); provided, however, that the entire unpaid principal amount
        of this Note shall be due and payable on the Payment Date in ________________,
        to the extent not previously paid on a prior Payment Date. Capitalized terms
        used but not defined herein are defined in Appendix A of the
        Indenture.

       

      Interest
        on the Class M-_ Notes will be paid monthly on each Payment Date at the Note
        Interest Rate subject to limitations which may result in Interest Shortfalls
        (as
        further described in the Indenture). The Note Interest Rate for the Class
        M-_
        Notes will be [___% per annum] [a rate per annum equal to the least of (i)
        LIBOR
        plus ____%, in each payment date(ii) the Net Funds Cap for that payment date
        and
        (iii) the Maximum Note Interest Rate]. Interest will be computed on the basis
        of
        a [30-day month and a 360-day year] [the actual number of days in each Interest
        Period and a year assumed to consist of 360 days]. Principal of and interest
        on
        this Note shall be paid in the manner specified on the reverse
        hereof.

       

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

       

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

       

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

       


      
        
           

        

        
          A-2-2

          
            

          

        

        
           

        

      


      This
        Note
        is one of a duly authorized issue of Notes of the Issuing Entity, designated
        as
        its Asset- Backed Notes (herein called the “Notes”), all issued under the
        Indenture, to which Indenture and all indentures supplemental thereto reference
        is hereby made for a statement of the respective rights and obligations
        thereunder of the Issuing Entity, the Indenture Trustee and the holders of
        the
        Notes. The Notes are subject to all terms of the Indenture.

       

      The
        Notes
        (the “Notes”) are and will be equally and ratably secured by the collateral
        pledged as security therefor as provided in the Indenture.

       

      Principal
        of and interest on this Note will be payable on each Payment Date, commencing
        on
        _______________, as described in the Indenture. “Payment Date” means the
        twenty-fifth day of each month, or, if any such date is not a Business Day,
        then
        the next Business Day.

       

      The
        entire unpaid principal amount of this Note shall be due and payable in full
        on
        the Payment Date in ____________ pursuant to the Indenture, to the extent
        not
        previously paid on a prior Payment Date. Notwithstanding the foregoing, if
        an
        Event of Default shall have occurred and be continuing, then the Indenture
        Trustee or the holders of Notes representing not less than a majority of
        the
        Note Balances of all Notes may declare the Notes to be immediately due and
        payable in the manner provided in Section 5.02 of the Indenture.

       

      Payments
        of interest on this Note due and payable on each Payment Date, together with
        the
        installment of principal, if any, to the extent not in full payment of this
        Note, shall be made by check mailed to the Person whose name appears as the
        Registered Holder of this Note (or one or more Predecessor Notes) on the
        Note
        Register as of the close of business on each Record Date, except that with
        respect to Notes registered on the Record Date in the name of the nominee
        of the
        Depository Agency (initially, such nominee to be Cede & Co.), payments will
        be made by wire transfer in immediately available funds to the account
        designated by such nominee. Such checks shall be mailed to the Person entitled
        thereto at the address of such Person as it appears on the Note Register
        as of
        the applicable Record Date without requiring that this Note be submitted
        for
        notation of payment. Any reduction in the principal amount of this Note (or
        any
        one or more Predecessor Notes) effected by any payments made on any Payment
        Date
        shall be binding upon all future holders of this Note and of any Note issued
        upon the registration of transfer hereof or in exchange hereof or in lieu
        hereof, whether or not noted hereon. If funds are expected to be available,
        as
        provided in the Indenture, for payment in full of the then remaining unpaid
        principal amount of this Note on a Payment Date, then the Indenture Trustee,
        in
        the name of and on behalf of the Issuing Entity, will notify the Person who
        was
        the Registered Holder hereof as of the Record Date preceding such Payment
        Date
        by notice mailed or transmitted by facsimile prior to such Payment Date,
        and the
        amount then due and payable shall be payable only upon presentation and
        surrender of this Note at the address specified in such notice of final
        payment.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Note may be registered on the Note Register upon surrender
        of this Note for registration of transfer at the Corporate Trust Office,
        duly
        endorsed by, or accompanied by a written instrument of transfer in form
        satisfactory to the Indenture Trustee duly executed by, the holder hereof
        or
        such holder's attorney duly authorized in writing, with such signature
        guaranteed by an “eligible guarantor institution” meeting the requirements of
        the Note Registrar, which requirements include membership or participation
        in
        the Securities Transfer Agent's Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
        addition to, or in substitution for, STAMP, all in accordance with the
        Securities Exchange Act of 1934, as amended, and thereupon one or more new
        Notes
        in authorized denominations and in the same aggregate principal amount will
        be
        issued to the designated transferee or transferees. No service charge will
        be
        charged for any registration of transfer or exchange of this Note, but the
        Note
        Registrar shall require payment of a sum sufficient to cover any tax or
        governmental charge that may be imposed in connection with any registration
        of
        transfer or exchange of this Note.

       


      
        
           

        

        
          A-2-3

          
            

          

        

        
           

        

      


      Each
        holder or Beneficial Owner of a Note, by acceptance of a Note, or, in the
        case
        of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants
        and
        agrees that no recourse may be taken, directly or indirectly, with respect
        to
        the obligations of the Issuing Entity, the Owner Trustee, the Seller, the
        Servicer, the Depositor or the Indenture Trustee on the Notes or under the
        Indenture or any certificate or other writing delivered in connection therewith,
        against (i) the Indenture Trustee or the Owner Trustee in its individual
        capacity, (ii) any owner of a beneficial interest in the Issuing Entity or
        (iii)
        any partner, owner, beneficiary, agent, officer, director or employee of
        the
        Indenture Trustee or the Owner Trustee in its individual capacity, any holder
        of
        a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture
        Trustee or of any successor or assign of the Indenture Trustee or the Owner
        Trustee in its individual capacity, except as any such Person may have expressly
        agreed and except that any such partner, owner or beneficiary shall be fully
        liable, to the extent provided by applicable law for any unpaid consideration
        for stock, unpaid capital contribution or failure to pay any installment
        or call
        owing to such entity.

       

      Each
        holder or Beneficial Owner of a Note, by acceptance of a Note or, in the
        case of
        a Beneficial Owner of a Note, a beneficial interest in a Note, covenants
        and
        agrees by accepting the benefits of the Indenture that such holder or Beneficial
        Owner of a Note will not prior to the day that is one year and one day after
        the
        date this Indenture terminates, institute against the Issuing Entity or the
        Depositor, or join in any institution against the Issuing Entity or the
        Depositor of, any bankruptcy, reorganization, arrangement, insolvency or
        liquidation proceedings under any United States federal or state bankruptcy
        or
        similar law in connection with any obligations relating to the Notes, the
        Indenture or the Basic Documents.

       

      Each
        Holder or Beneficial Owner of a Note, by acceptance of a Note or, in the
        case of
        a Beneficial Owner of a Note, a beneficial interest in a Note, represents
        that
        either (1) it is not acquiring the Note with the assets of a Plan or (2)
        the
        acquisition and holding of a Note will not give rise to a nonexempt prohibited
        transaction under Section 406 of ERISA or Section 4975 of the Code as a result
        of any of the above-mentioned Persons being a “Party in Interest” (within the
        meaning of ERISA) or Disqualified Person (within the meaning of the
        Code).

       

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

       


      
        
           

        

        
          A-2-4

          
            

          

        

        
           

        

      


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

       

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

       

      The
        term
“Issuing Entity” as used in this Note includes any successor or the Issuing
        Entity under the Indenture.

       

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

       

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

       

      This
        Note
        and the Indenture shall be construed in accordance with the laws of the State
        of
        New York, without reference to its conflict of law provisions and the
        obligations, rights and remedies of the parties hereunder and thereunder
        shall
        be determined in accordance with such laws.

       

      No
        reference herein to the Indenture and no provision of this Note or of the
        Indenture shall alter or impair, the obligation of the Issuing Entity, which
        is
        absolute and unconditional, to pay the principal of and interest on this
        Note at
        the times, place and rate, and in the coin or currency herein
        prescribed.

       


      
        
           

        

        
          A-2-5

          
            

          

        

        
           

        

      


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

       


      
        
           

        

        
          A-2-6

          
            

          

        

        
           

        

      


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

      
        

          
            	 	
                    DEUTSCHE
                      MORTGAGE SECURITIES, INC. 

                    TRUST
                      SERIES ____-__

                  
	 	 	 
	 	
                    By
                      

                  	
                    [NAME
                      OF OWNER TRUSTEE], not 

                  
	 	 	
                    in
                      its individual capacity but solely as 

                  
	 	 	
                    Owner
                      Trustee

                  
	
                    Dated:
                      ________________

                  	 	 
	 	
                    By
                      

                  	
                    _____________________________

                  
	 	 	
                    Authorized
                      Signatory

                  
	 	 	 


          

        

         

        CERTIFICATE
          OF AUTHENTICATION

         

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

         

        [NAME
          OF
          INDENTURE TRUSTEE], not in 

        its
          individual capacity but solely as Indenture 

        Trustee

         

        Dated:
          _______________

        


        By
           _____________________________

        Authorized
          Signatory

      

       


      
        
           

        

        
          A-2-7

          
            

          

        

        
           

        

      


      ASSIGNMENT

       

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

      __________________________________________________________

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns
        and transfer unto 

      ______________________________________________________________________________
        

      ______________________________________________________________________________
        

      (name
        and
        address of assignee) the within Note and all rights thereunder, and hereby
        irrevocably 

      constitutes
        and appoints _________________________________________________________


      ___________________________,
        attorney, to transfer said Note on the books kept for 

      registration
        thereof, with full power of substitution in the premises.

       

      Dated:
        

      ________________________________*/

      Signature
        Guaranteed:


       

      ________________________________*/

       

      __________

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

       


      
        
           

        

        
          A-2-8

          
            

          

        

        
           

        

      


      EXHIBIT
        A-3

       

      FORM
        OF
        CLASS B NOTE

       

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

       

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

       

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

       

      NO
        CLASS
        B-2 NOTE MAY BE SOLD OR TRANSFERRED UNLESS: (1) THE TRANSFEREE IS NOT A PLAN
        TRUSTEE OR ANY OTHER PERSON ACTING ON BEHALF OF A PLAN, OR USING THE ASSETS
        OF A
        PLAN TO ACQUIRE SUCH NOTES; OR (2) THE TRANSFEREE IS A PLAN AND HAS PROVIDED
        THE
        ISSUING ENTITY AND THE INDENTURE TRUSTEE AN OPINION OF COUNSEL SATISFACTORY
        TO
        THE ISSUING ENTITY AND THE INDENTURE TRUSTEE THAT THE PURCHASE, HOLDING AND
        TRANSFER OF THE CLASS B-2 NOTES OR INTERESTS THEREIN IS PERMISSIBLE UNDER
        APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED
        TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT
        THE
        ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE TO ANY OBLIGATION
        IN
        ADDITION TO THOSE UNDERTAKEN IN THIS AGREEMENT.

       


      
        
           

        

        
          A-3-1

          
            

          

        

        
           

        

      


      DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__

      Asset-Backed
        Note

       

      
        	
                Class
                  B-__

              	 
	 	 
	
                Registered

              	 
	 	
                Principal
                  Amount:$ ___________

              
	 	
                Percentage
                  Interest: ___%

              
	
                No.
                  ___

              	
                Note
                  Interest Rate: ___%

              
	 	 
	
                CUSIP
                  NO. ___________

              	 
	 	 


      

      _____
        Trust ____-__, a business trust duly organized and existing under the laws
        of
        the State of Delaware (herein referred to as the “Issuing Entity”), for value
        received, hereby promises to pay to __________ or registered assigns, the
        principal sum of $___________, payable on each Payment Date in an amount
        equal
        to the Percentage Interest specified above of the aggregate amount, if any,
        payable from the Payment Account in respect of principal on the Class B-__
        Notes
        pursuant to Section 3.05 of the Indenture dated as of ______________ (the
        “Indenture”) between the Issuing Entity, as Issuing Entity, and [Name of
        Indenture Trustee], as Indenture Trustee (the “Indenture Trustee”); provided,
        however, that the entire unpaid principal amount of this Note shall be due
        and
        payable on the Payment Date in ___________, to the extent not previously
        paid on
        a prior Payment Date. Capitalized terms used but not defined herein are defined
        in Appendix A of the Indenture.

       

      Interest
        on the Class B-_ Notes will be paid monthly on each Payment Date at the Note
        Interest Rate subject to limitations which may result in [Basis Risk Shortfalls]
        [Available Funds Shortfalls] (as further described in the Indenture). The
        Note
        Interest Rate for the Class B-_ Notes [___% per annum] [a rate per annum
        equal
        to the least of (i) LIBOR plus ____%, in each Payment Date; (ii) the Net
        Funds
        Cap for that Payment Date; and (iii) the Maximum Note Interest Rate]. Interest
        will be computed on the basis of a [30-day month and a 360-day year] [the
        actual
        number of days in each Interest Period and a year assumed to consist of 360
        days]. Principal of and interest on this Note shall be paid in the manner
        specified on the reverse hereof.

       

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

       

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

       

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

       


      
        
           

        

        
          A-3-2

          
            

          

        

        
           

        

      


      This
        Note
        is one of a duly authorized issue of Notes of the Issuing Entity, designated
        as
        its Asset- Backed Notes (herein called the “Notes”), all issued under the
        Indenture, to which Indenture and all indentures supplemental thereto reference
        is hereby made for a statement of the respective rights and obligations
        thereunder of the Issuing Entity, the Indenture Trustee and the holders of
        the
        Notes. The Notes are subject to all terms of the Indenture.

       

      The
        Notes
        (the “Notes”) are and will be equally and ratably secured by the collateral
        pledged as security therefor as provided in the Indenture.

       

      Principal
        of and interest on this Note will be payable on each Payment Date, commencing
        on
        _____________, as described in the Indenture. “Payment Date” means the
        twenty-fifth day of each month, or, if any such date is not a Business Day,
        then
        the next Business Day.

       

      The
        entire unpaid principal amount of this Note shall be due and payable in full
        on
        the Payment Date in ___________ pursuant to the Indenture, to the extent
        not
        previously paid on a prior Payment Date. Notwithstanding the foregoing, if
        an
        Event of Default shall have occurred and be continuing, then the Indenture
        Trustee or the holders of Notes representing not less than a majority of
        the
        Note Balances of all Notes may declare the Notes to be immediately due and
        payable in the manner provided in Section 5.02 of the Indenture.

       

      Payments
        of interest on this Note due and payable on each Payment Date, together with
        the
        installment of principal, if any, to the extent not in full payment of this
        Note, shall be made by check mailed to the Person whose name appears as the
        Registered Holder of this Note (or one or more Predecessor Notes) on the
        Note
        Register as of the close of business on each Record Date, except that with
        respect to Notes registered on the Record Date in the name of the nominee
        of the
        Depository Agency (initially, such nominee to be Cede & Co.), payments will
        be made by wire transfer in immediately available funds to the account
        designated by such nominee. Such checks shall be mailed to the Person entitled
        thereto at the address of such Person as it appears on the Note Register
        as of
        the applicable Record Date without requiring that this Note be submitted
        for
        notation of payment. Any reduction in the principal amount of this Note (or
        any
        one or more Predecessor Notes) effected by any payments made on any Payment
        Date
        shall be binding upon all future holders of this Note and of any Note issued
        upon the registration of transfer hereof or in exchange hereof or in lieu
        hereof, whether or not noted hereon. If funds are expected to be available,
        as
        provided in the Indenture, for payment in full of the then remaining unpaid
        principal amount of this Note on a Payment Date, then the Indenture Trustee,
        in
        the name of and on behalf of the Issuing Entity, will notify the Person who
        was
        the Registered Holder hereof as of the Record Date preceding such Payment
        Date
        by notice mailed or transmitted by facsimile prior to such Payment Date,
        and the
        amount then due and payable shall be payable only upon presentation and
        surrender of this Note at the address specified in such notice of final
        payment.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Note may be registered on the Note Register upon surrender
        of this Note for registration of transfer at the Corporate Trust Office,
        duly
        endorsed by, or accompanied by a written instrument of transfer in form
        satisfactory to the Indenture Trustee duly executed by, the holder hereof
        or
        such holder's attorney duly authorized in writing, with such signature
        guaranteed by an “eligible guarantor institution” meeting the requirements of
        the Note Registrar, which requirements include membership or participation
        in
        the Securities Transfer Agent's Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
        addition to, or in substitution for, STAMP, all in accordance with the
        Securities Exchange Act of 1934, as amended, and thereupon one or more new
        Notes
        in authorized denominations and in the same aggregate principal amount will
        be
        issued to the designated transferee or transferees. No service charge will
        be
        charged for any registration of transfer or exchange of this Note, but the
        Note
        Registrar shall require payment of a sum sufficient to cover any tax or
        governmental charge that may be imposed in connection with any registration
        of
        transfer or exchange of this Note.

       


      
        
           

        

        
          A-3-3

          
            

          

        

        
           

        

      


      Each
        holder or Beneficial Owner of a Note, by acceptance of a Note, or, in the
        case
        of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants
        and
        agrees that no recourse may be taken, directly or indirectly, with respect
        to
        the obligations of the Issuing Entity, the Owner Trustee, the Seller, the
        Servicer, the Depositor or the Indenture Trustee on the Notes or under the
        Indenture or any certificate or other writing delivered in connection therewith,
        against (i) the Indenture Trustee or the Owner Trustee in its individual
        capacity, (ii) any owner of a beneficial interest in the Issuing Entity or
        (iii)
        any partner, owner, beneficiary, agent, officer, director or employee of
        the
        Indenture Trustee or the Owner Trustee in its individual capacity, any holder
        of
        a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture
        Trustee or of any successor or assign of the Indenture Trustee or the Owner
        Trustee in its individual capacity, except as any such Person may have expressly
        agreed and except that any such partner, owner or beneficiary shall be fully
        liable, to the extent provided by applicable law for any unpaid consideration
        for stock, unpaid capital contribution or failure to pay any installment
        or call
        owing to such entity.

       

      Each
        holder or Beneficial Owner of a Note, by acceptance of a Note or, in the
        case of
        a Beneficial Owner of a Note, a beneficial interest in a Note, covenants
        and
        agrees by accepting the benefits of the Indenture that such holder or Beneficial
        Owner of a Note will not prior to the day that is one year and one day after
        the
        day this Indenture terminates, institute against the Issuing Entity or the
        Depositor, or join in any institution against the Issuing Entity or the
        Depositor of, any bankruptcy, reorganization, arrangement, insolvency or
        liquidation proceedings under any United States federal or state bankruptcy
        or
        similar law in connection with any obligations relating to the Notes, the
        Indenture or the Basic Documents.

       

      [Class
        B-1] Each Holder or Beneficial Owner of a Note, by acceptance of a Note or,
        in
        the case of a Beneficial Owner of a Note, a beneficial interest in a Note,
        represents that either (1) it is not acquiring the Note with the assets of
        a
        Plan or (2) the acquisition and holding of a Note will not give rise to a
        nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
        of
        the Code as a result of any of the above-mentioned Persons being a “Party in
        Interest” (within the meaning of ERISA) or Disqualified Person (within the
        meaning of the Code).

       

      [Class
        B-2] Each Holder or Beneficial Owner of a Note, by acceptance of a Note it
        represents that it is not a “Non-US Person”.

       

      The
        Issuing Entity has entered into the Indenture and this Note is issued with
        the
        intention that, for federal, state and local income, single business and
        franchise tax purposes, the Notes will qualify as indebtedness of the Issuing
        Entity. Each holder of a Note, by acceptance of a Note (and each Beneficial
        Owner of a Note by acceptance of a beneficial interest in a Note), agrees
        to
        treat the Notes for federal, state and local income, single business and
        franchise tax purposes as indebtedness of the Issuing Entity. Prior to the
        due
        presentment for registration of transfer of this Note, the Issuing Entity,
        the
        Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee
        may treat the Person in whose name this Note is registered (as of the day
        of
        determination or as of such other date as may be specified in the Indenture)
        as
        the owner hereof for all purposes, whether or not this Note be overdue, and
        none
        of the Issuing Entity, the Indenture Trustee or any such agent shall be affected
        by notice to the contrary.

       


      
        
           

        

        
          A-3-4

          
            

          

        

        
           

        

      


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

       

      The
        term
“Issuing Entity” as used in this Note includes any successor or the Issuing
        Entity under the Indenture.

       

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

       

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

       

      This
        Note
        and the Indenture shall be construed in accordance with the laws of the State
        of
        New York, without reference to its conflict of law provisions and the
        obligations, rights and remedies of the parties hereunder and thereunder
        shall
        be determined in accordance with such laws.

       

      No
        reference herein to the Indenture and no provision of this Note or of the
        Indenture shall alter or impair, the obligation of the Issuing Entity, which
        is
        absolute and unconditional, to pay the principal of and interest on this
        Note at
        the times, place and rate, and in the coin or currency herein
        prescribed.

       


      
        
           

        

        
          A-3-5

          
            

          

        

        
           

        

      


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

       


      
        
           

        

        
          A-3-6

          
            

          

        

        
           

        

      


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

      
        

          
            	 	
                    DEUTSCHE
                      MORTGAGE SECURITIES, INC. 

                    TRUST
                      SERIES ____-__

                  
	 	 	 
	 	
                    By
                      

                  	
                    [NAME
                      OF OWNER TRUSTEE], not 

                  
	 	 	
                    in
                      its individual capacity but solely as 

                  
	 	 	
                    Owner
                      Trustee

                  
	
                    Dated:
                      ________________

                  	 	 
	 	
                    By
                      

                  	
                    _____________________________

                  
	 	 	
                    Authorized
                      Signatory

                  
	 	 	 


          

        

         

        CERTIFICATE
          OF AUTHENTICATION

         

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

         

        [NAME
          OF
          INDENTURE TRUSTEE], not in 

        its
          individual capacity but solely as Indenture 

        Trustee

         

        Dated:
          _______________

        


        By
           _____________________________

        Authorized
          Signatory

      

       


      
        
           

        

        
          A-3-7

          
            

          

        

        
           

        

      


      ASSIGNMENT

       

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

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfer unto 

      ______________________________________________________________________________
        

      ______________________________________________________________________________
        

      (name
        and
        address of assignee) the within Note and all rights thereunder, and hereby
        irrevocably 

      constitutes
        and appoints ________________________________________________________


      ___________________________,
        attorney, to transfer said Note on the books kept for 

      registration
        thereof, with full power of substitution in the premises.

       

      Dated:
        ___________________________

       

      ___________________________*/
        

      Signature
        Guaranteed:

       

      ___________________________*/
        

       

      _________

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

      



      
        
           

        

        
          A-3-8

          
            

          

        

        
           

        

      


      EXHIBIT
        C

       

      FORM
        OF
        RULE 144A INVESTMENT REPRESENTATION

       

      Description
        of Rule 144A Securities, including numbers:

       

      ______
        Trust ____-__ 

      Asset-Backed
        Notes 

      Series
        ____-__, Class B-2, No. ___

       

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

       

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

       

      2.
        The
        Buyer warrants and represents to, and covenants with, the Transferor and
        the
        Indenture Trustee pursuant to Section 5.02 of the Indenture as
        follows:

       

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

       

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

       

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

       

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

       


      
        
           

        

        
          C-1

          
            

          

        

        
           

        

      


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

       

      3.
        The
        Buyer warrants and represents to, and covenants with, the Transferor and
        the
        Indenture Trustee that either (1) the Buyer is not an employee benefit plan
        within the meaning of Section 3(3) of the Employee Retirement Income Security
        Act of 1974, as amended (“ERISA”) (“Plan”), or a plan within the meaning of
        Section 4975(e)(1) of the Internal Revenue Code of 1986 (the “Code”) (also a
“Plan”), and the Buyer is not directly or indirectly purchasing the Rule 144A
        Securities on behalf of, as investment manager of, as named fiduciary of,
        as
        trustee of, or with assets of a Plan, or (2) has provided the Indenture Trustee,
        the Issuing Entity and the Servicer with an opinion of counsel acceptable
        to and
        in form and substance satisfactory to the Indenture Trustee, the Issuing
        Entity
        and the Servicer to the effect that the purchase of the Rule 144A Securities
        is
        permissible under applicable law, will not constitute or result in any nonexempt
        prohibited transaction under ERISA or Section 4975 of the Code and will not
        subject the Indenture Trustee, the Issuing Entity or the Servicer to any
        obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in the
        Indenture.

       

      The
        Buyer
        is a citizen or resident of the United States, a corporation or a partnership
        (including an entity treated as a corporation or partnership for United States
        federal income tax purposes) created or organized in, or under the laws of,
        the
        United States or any State thereof or the District of Columbia (except, in
        the
        case of a partnership, to the extent provided in regulations).

       

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

       


      
        
           

        

        
          C-2

          
            

          

        

        
           

        

      


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

       

      
        	
                ___________________________________

              	
                ___________________________________

              
	
                Print
                  Name of Transferor

              	
                Print
                  Name of Buyer

              
	 	 
	
                By:
                   ________________________________

              	
                By:
                   ________________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 	 
	
                Taxpayer
                  Identification:

              	
                Taxpayer
                  Identification:

              
	 	 
	
                No.
                   ________________________________

              	
                No.
                   ________________________________

              
	 	 
	
                Date:
                   ________________________________

              	
                Date:
                   ________________________________

              
	 	 


      

      


      



      
        
           

        

        
          C-3

          
            

          

        

        
           

        

      


      ANNEX
        1 TO EXHIBIT C

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Buyers Other Than Registered Investment Companies]

       

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

       

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

       

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

       

      
        	
                ___

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

              


      

       

      
        	
                ___

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

              


      

       

      
        	
                ___

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

              


      

       

      
        	
                ___

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

              


      

       

      _______

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

       

      
        	
                ___

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

              


      

       


      
        
           

        

        
          C-4

          
            

          

        

        
           

        

      


      
        	
                ___

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

              


      

       

      
        	
                ___

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

              


      

       

      
        	
                ___

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

              


      

       

      
        	
                ___

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

              


      

       

      
        	
                ___

              	
                BUSINESS
                  DEVELOPMENT COMPANY. The Buyer is a business development company
                  as
                  defined in Section 202(a)(22) of the Investment Advisers Act of
                  1940.

              


      

       

      
        	
                ___

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

              


      

       

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

       

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

       

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

       


      
        
           

        

        
          C-5

          
            

          

        

        
           

        

      


      


      
        	
                ____

              	
                ____

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

              
	
                Yes

              	
                No

              


      

      


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

       

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

       

      _________________________________

      Print
        Name of Buyer

      
 

       

      By:
        _____________________________

      Name:
        

      Title:

       

      Date:
        ___________________________

      



      
        
           

        

        
          C-6

          
            

          

        

        
           

        

      


      ANNEX
        2 TO EXHIBIT C

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A 

       

      [For
        Buyers That Are Registered Investment Companies]

       

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

       

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

       

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

       

      
        	
                ____

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

              


      

       

      
        	
                ____

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

              


      

       

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

       

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

       

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

       


      
        
           

        

        
          C-7

          
            

          

        

        
           

        

      


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

       

      _________________________________

      Print
        Name of Buyer

       

      


       

      By:
        _____________________________

      Name:
        

      Title:


       

      


       

      IF
        AN
        ADVISER:

      
 

       

      ________________________________

      Print
        Name of Buyer

       

       

      ________________________________

      Date:
        

       



      
        
           

        

        
          C-8

          
            

          

        

        
           

        

      


      EXHIBIT
        D

       

      FORM
        OF
        INVESTOR REPRESENTATION LETTER

       

      _______________,
        _____

       

      DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__ 

      c/o
        [Owner Trustee]


       

      [Indenture
        Trustee]

       

      Attention:
        _______

       

      
        	 	
                Re:

              	
                DEUTSCHE
                  MORTGAGE SECURITIES, INC. TRUST SERIES ____-__


              


        	 	 	
                Asset-Backed
                  Notes, Series ____-__, Class B-2 

              


      

       

      Ladies
        and Gentlemen:

       

      ______________
        (the “Purchaser”) intends to purchase from (the “Seller”) $ Initial Note
        Principal Balance of DEUTSCHE MORTGAGE SECURITIES, INC. TRUST SERIES ____-__,
        Asset-Backed Notes, Series ____-__, Class B-2 (the “Notes”), issued pursuant to
        the Indenture (the “Indenture”), dated as of _______________, between [Name of
        Indenture Trustee], as indenture trustee (the “Indenture Trustee”), and DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__, as Issuing Entity (the “Issuing
        Entity”). All terms used herein and not otherwise defined shall have the
        meanings set forth in the Indenture. The Purchaser hereby certifies, represents
        and warrants to, and covenants with, the Issuing Entity and the Indenture
        Trustee that:

       

      1.
        The
        Purchaser understands that (a) the Notes have not been and will not be
        registered or qualified under the Securities Act of 1933, as amended (the
“Act”)
        or any state securities law, (b) the Issuing Entity is not required to so
        register or qualify the Notes, (c) the Notes may be resold only if registered
        and qualified pursuant to the provisions of the Act or any state securities
        law,
        or if an exemption from such registration and qualification is available,
        (d)
        the Indenture contains restrictions regarding the transfer of the Notes and
        (e)
        the Notes will bear a legend to the foregoing effect.

       

      2.
        The
        Purchaser is acquiring the Notes for its own account for investment only
        and not
        with a view to or for sale in connection with any distribution thereof in
        any
        manner that would violate the Act or any applicable state securities
        laws.

       

      3.
        The
        Purchaser is (a) a substantial, sophisticated institutional investor having
        such
        knowledge and experience in financial and business matters, and, in particular,
        in such matters related to securities similar to the Notes, such that it
        is
        capable of evaluating the merits and risks of investment in the Notes, (b)
        able
        to bear the economic risks of such an investment and (c) an “accredited
        investor” within the meaning of Rule 501(a) promulgated pursuant to the
        Act.

       

      4.
        The
        Purchaser has been furnished with, and has had an opportunity to review (a)
        a
        copy of the Private Placement Memorandum, dated _________________, relating
        to
        the Notes, (b) a copy of the Indenture and (c) such other information concerning
        the Notes, the Loans and the Issuing Entity as has been requested by the
        Purchaser from the Issuing Entity or the Seller and is relevant to the
        Purchaser's decision to purchase the Notes. The Purchaser has had any questions
        arising from such review answered by the Issuing Entity or the Seller to
        the
        satisfaction of the Purchaser. [If the Purchaser did not purchase the Notes
        from
        the Seller in connection with the initial distribution of the Notes and was
        provided with a copy of the Private Placement Memorandum (the “Memorandum”)
        relating to the original sale (the “Original Sale”) of the Notes by the Issuing
        Entity, the Purchaser acknowledges that such Memorandum was provided to it
        by
        the Seller, that the Memorandum was prepared by the Issuing Entity solely
        for
        use in connection with the Original Sale and the Issuing Entity did not
        participate in or facilitate in any way the purchase of the Notes by the
        Purchaser from the Seller, and the Purchaser agrees that it will look solely
        to
        the Seller and not to the Issuing Entity with respect to any damage, liability,
        claim or expense arising out of, resulting from or in connection with (a)
        any
        error or omission, or alleged error or omission, contained in the Memorandum,
        or
        (b) any information, development or event arising after the date of the
        Memorandum.]

       


      
        
           

        

        
          D-1

          
            

          

        

        
           

        

      


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

       

      6.
        The
        Purchaser

       

      (a) is
        not an
        employee benefit or other plan subject to the prohibited transaction provisions
        of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
        Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a
“Plan”), or any other person (including an investment manager, a named fiduciary
        or a trustee of any Plan) acting, directly or indirectly, on behalf of or
        purchasing any Note with “plan assets” of any Plan within the meaning of the
        Department of Labor (“DOL”) regulation at 29 C.F.R. ss.2510.3- 101;
        or

       

      (b) has
        provided the Indenture Trustee, the Issuing Entity and the Servicer with
        an
        opinion of counsel acceptable to and in form and substance satisfactory to
        the
        Indenture Trustee, the Issuing Entity and the Servicer to the effect that
        the
        purchase of Notes is permissible under applicable law, will not constitute
        or
        result in any non-exempt prohibited transaction under ERISA or Section 4975
        of
        the Code and will not subject the Indenture Trustee, the Issuing Entity or
        the
        Servicer to any obligation or liability (including obligations or liabilities
        under ERISA or Section 4975 of the Code) in addition to those undertaken
        in the
        Indenture.

       


      
        
           

        

        
          D-2

          
            

          

        

        
           

        

      


      In
        addition, the Purchaser hereby certifies, represents and warrants to, and
        covenants with, the Issuing Entity, the Indenture Trustee and the Servicer
        that
        the Purchaser will not transfer such Notes to any Plan or person unless either
        such Plan or person meets the requirements set forth in either (a) or (b)
        above.

       

      7.
        The
        Purchaser is a citizen or resident of the United States, a corporation or
        a
        partnership (including an entity treated as a corporation or partnership
        for
        United States federal income tax purposes) created or organized in, or under
        the
        laws of, the United States or any State thereof or the District of Columbia
        (except, in the case of a partnership, to the extent provided in
        regulations).

       

      Very
        truly yours,

       

      ______________________________

      (purchaser)

      


       

      By: ______________________________

      Name:
        

      Title:

       



      
        
           

        

        
          D-3

          
            

          

        

        
           

        

      


      EXHIBIT
        E

       

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      _______________,
        _____

       

      DEUTSCHE
        MORTGAGE SECURITIES, INC. TRUST SERIES ____-__ 

      c/o
        [Owner Trustee]


       

      [Indenture
        Trustee]


       

      Attention:
        _______

       

      
        	 	
                Re:
                  

              	
                DEUTSCHE
                  MORTGAGE SECURITIES, INC. TRUST SERIES ____-__


              


        	 	 	
                Asset-Backed
                  Notes, Series ____-__, Class B-2 

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by (the “Seller”) to (the “Purchaser”) of $________
        Initial Note Principal Balance of DEUTSCHE MORTGAGE SECURITIES, INC. TRUST
        SERIES ____-__, Asset-Backed Notes, Series ____-__, Class B-2 (the “Notes”),
        issued pursuant to the Indenture (the “Indenture”), dated as of ______________,
        between DEUTSCHE MORTGAGE SECURITIES, INC. TRUST SERIES ____-__, as Issuing
        Entity (the “Issuing Entity”), and [Name of Indenture Trustee], as indenture
        trustee (the “Indenture Trustee”). The Seller hereby certifies, represents and
        warrants to, and covenants with, the Issuing Entity and the Indenture Trustee
        that:

       

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

       


      
        
           

        

        
          E-1

          
            

          

        

        
           

        

      


      Very
        truly yours,

      


       

      ______________________________

      (Seller)

       

      


       

      By: ______________________________

      Name:
        

      Title:

       

      



      
        
           

        

        
          E-2

          
            

          

        

        
           

        

      


      APPENDIX
        A

       

      DEFINITIONS

       

      Accrual
        Period: For the Class A, Class M-2 and Class B-1 Notes and any Payment Date,
        the
        period commencing on the immediately preceding Payment Date (or the Closing
        Date, in the case of the first Accrual Period) and ending on the day immediately
        preceding the related Payment Date. For the Class M-1 and Class B-2 Notes
        and
        any Payment Date, the calendar month immediately preceding the related Payment
        Date.

       

      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.

       

      Aggregate
        Loan Balance: As of any Payment Date will be equal to the aggregate of the
        Principal Balances of the Loans as of the last day of the prior
        month.

       

      Applied
        Loss Amount: For any Payment Date, the excess of the aggregate Class Principal
        Balance of the Notes over the Aggregate Loan Balance after giving effect
        to all
        Realized Losses incurred with respect to loans during the Collection Period
        for
        such Payment Date and payments of principal on such Payment Date.

       

      Appraised
        Value: With respect to any Loan, the value of the related Mortgaged Property
        determined at the time of origination of such Loan in accordance with the
        Originator's underwriting standards.

       

      Assignment
        of Mortgage: With respect to any Mortgage, an assignment, notice of transfer
        or
        equivalent instrument, in recordable form, sufficient under the laws of the
        jurisdiction in which the related Mortgaged Property is located to reflect
        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
        jurisdiction.

       

      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 Cap: For any Payment Date, the Remittance Amount less all amounts used
        to
        pay Current Interest and Carryforward Interest on each Class of Notes other
        than
        the Class B-2 Notes, divided by the Class Principal Balance of the Class
        B-2
        Notes immediately prior to such Payment Date, and multiplied by 12.

       

      Available
        Funds Shortfall: For the Class B-2 Notes and any Payment Date, the sum
        of:

       


      
        
           

        

        
          AA-1

          
            

          

        

        
           

        

      


      (1)
        the
        excess, if any, of (x) the Current Interest calculated at the rate of _____%
        per
        annum over (y) Current Interest calculated at the Available Funds
        Cap;

       

      (2)
        any
        Available Funds Shortfall remaining unpaid from prior Payment Dates;
        and

       

      (3)
        30
        days interest on the amount in clause (2) calculated at the rate of ____%
        per
        annum.

       

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

       

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

       

      Basis
        Risk Shortfall: For the Class A, Class M-2 and Class B-1 Notes, and any Payment
        Date, the sum of:

       

      (1)
        the
        excess, if any, of the related Current Interest calculated on the basis of
        the
        lesser of (x) one-month LIBOR plus the applicable Note Margin and (y) the
        Maximum Interest Rate over the Net Funds Cap for the applicable Payment
        Date;

       

      (2)
        any
        Basis Risk Shortfall remaining unpaid from prior Payment Dates, and

       

      (3)
        30
        days interest on the amount in clause (2) calculated on the basis of the
        lesser
        of (x) one-month LIBOR plus the applicable note margin and (y) the Maximum
        Interest Rate.

       

      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. Initially, the Book-Entry Notes shall be the Notes (other
        than
        the Class B-2 Notes).

       

      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 or Delaware are required or
        authorized by law to be closed.

       

      Business
        Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del.
        Codess.ss.3801 et seq., as the same may be amended from time to
        time.

       

      Capitalization
        Workout: As defined in Section 3.02 of the Servicing Agreement.

       

      Carryforward
        Interest: For any class of Notes and Payment Date, the sum of (1) the amount,
        if
        any, by which (x) the sum of (A) Current Interest for such Class for the
        immediately preceding Payment Date and (B) any unpaid Carryforward Interest
        from
        previous Payment Dates exceeds (y) the amount paid in respect of interest
        on
        such Class on such immediately preceding Payment Date, and (2) interest on
        such
        amount for the related Accrual Period at the applicable Note Interest
        Rate.

       


      
        
           

        

        
          AA-2

          
            

          

        

        
           

        

      


      Certificate:
        The Class CE Certificates issued and outstanding pursuant to the terms of
        the
        Owner Trust Agreement, evidencing a beneficial ownership interest in the
        Issuing
        Entity.

       

      Certificate
        Distribution Account: The account or accounts created and maintained by the
        Certificate Paying Agent pursuant to Section 3.10(c) of the Owner Trust
        Agreement. The Certificate Paying Agent will make all distributions on the
        Certificate from money on deposit in the Certificate Distribution Account.
        The
        Certificate Distribution Account shall be an Eligible Account.

       

      Certificate
        Distribution Amount: The amount payable to the Certificate Paying Agent under
        Section 3.05(g)(x) of the Indenture for payment to the Certificate under
        the
        Owner Trust Agreement.

       

      Certificate
        of Trust: The Certificate of Trust filed for the Trust pursuant to Section
        3810(a) of the Business Trust Statute, including all amendments and
        restatements.

       

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

       

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

       

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

       

      Certificate
        Registrar: Initially, the Indenture Trustee, in its capacity as Certificate
        Registrar, or any successor to the Indenture Trustee in such
        capacity.

       

      Certificateholder:
        The Person in whose name a Certificate is registered in the Certificate Register
        except that, any Certificate registered in the name of the Issuing Entity,
        the
        Owner Trustee 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
        Certificateholder or a holder for purposes of giving any request, demand,
        authorization, direction, notice, consent or waiver under the Indenture or
        the
        Owner Trust Agreement provided that, in determining whether the Indenture
        Trustee or the Owner Trustee shall be protected in relying upon any such
        request, demand, authorization, direction, notice, consent or waiver, only
        Certificates that the Indenture Trustee or the Owner Trustee knows to be
        so
        owned shall be so disregarded. 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.

       


      
        
           

        

        
          AA-3

          
            

          

        

        
           

        

      


      Class:
        Collectively, all of the Notes bearing the same designation.

       

      Class
        A
        Notes or Senior Notes: The Class A Notes.

       

      Class
        B
        Notes: The Class B-1 or Class B-2 Notes.

       

      Class
        B-1
        Principal Payment Amount: For any Payment Date on or after the Stepdown Date,
        will be the amount, if any, by which (x) the sum of (i) the Class Principal
        Balance of the Senior Notes and the aggregate Class Principal Balances of
        the
        Class M-1 and Class M-2 Notes, in each case, after giving effect to payments
        on
        such Payment Date and (ii) the Class Principal Balance of the Class B-1 Notes
        immediately prior to such Payment Date exceeds (y) the lesser of (A) the
        product
        of (i) ____% and (ii) the Aggregate Loan Balance for such Payment Date and
        (B)
        the amount, if any, by which (i) the Aggregate Loan Balance for such Payment
        Date exceeds (ii) ____% of the Aggregate Loan Balance as of the Cut-off
        Date.

       

      Class
        B-2
        Principal Payment Amount: For any Payment Date on or after the Stepdown Date,
        will be the amount, if any, by which (x) the sum of (i) the Class Principal
        Balance of the Senior Notes and the aggregate Class Principal Balances of
        the
        Class M-1, Class M-2 and Class B-1 Notes, in each case, after giving effect
        to
        payments on such Payment Date and (ii) the Class Principal Balance of the
        Class
        B-2 Notes immediately prior to such Payment Date exceeds (y) the lesser of
        (A)
        the product of (i) _____% and (ii) the Aggregate Loan Balance for such Payment
        Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance
        for
        such Payment Date exceeds (ii) ____% of the Aggregate Loan Balance as of
        the
        Cut-off Date.

       

      Class
        M
        Notes: The Class M-1 and Class M-2 Notes.

       

      Class
        M-1
        Principal Payment Amount: For any Payment Date on or after the Stepdown Date
        with respect to such Payment Date, will be the amount, if any, by which (x)
        the
        sum of (i) the Class Principal Balance of the Senior Notes after giving effect
        to payments on such Payment Date and (ii) the Class Principal Balance of
        the
        Class M-1 Notes immediately prior to such Payment Date exceeds (y) the lesser
        of
        (A) the product of (i) _____% and (ii) the Aggregate Loan Balance for such
        Payment Date and (B) the amount, if any, by which (i) the Aggregate Loan
        Balance
        for such Payment Date exceeds (ii) ____% of the Aggregate Loan Balance as
        of the
        Cut-off Date.

       

      Class
        M-2
        Principal Payment Amount: For any Payment Date on or after the Stepdown Date
        with respect to such Payment Date, will be the amount, if any, by which (x)
        the
        sum of (i) the Class Principal Balance of the Senior Notes and the Class
        Principal Balance of the Class M-1 Notes, in each case, after giving effect
        to
        payments on such Payment Date and (ii) the Class Principal Balance of the
        Class
        M-2 Notes immediately prior to such Payment Date exceeds (y) the lesser of
        (A)
        the product of (i) _____% and (ii) the Aggregate Loan Balance for such Payment
        Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance
        for
        such Payment Date exceeds (ii) ____% of the Aggregate Loan Balance as of
        the
        Cut-off Date.

       

      Class
        Principal Balance: For any Class of Notes, as of any Determination Date,
        an
        amount equal to the initial principal balance of that Class, reduced by the
        aggregate of the following amounts allocable to that Class: (i) all amounts
        previously distributed to holders of Notes of that class as payments of
        Principal; and (ii) in the case of any class of Subordinate Notes, any
        reductions to the Class Principal Balance thereof due to Realized
        Losses.

       


      
        
           

        

        
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      Closing
        Date: _______________.

       

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

       

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

       

      Collection
        Period: With respect to each Payment Date, the calendar month preceding the
        month of that Payment Date.

       

      Combined
        Loan-to-Value Ratio: With respect to any Loan at origination, the ratio,
        expressed as a percentage of (i) the sum of (A) the original principal balance
        of such Loan, and (B) any outstanding principal balance at origination of
        such
        Loan, of all other loans, if any, secured by senior liens on the related
        Mortgaged Property, to (ii) the Appraised Value.

       

      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:__________. 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 Owner Trust Agreement is located at
        _________________________.

       

      Credit
        Scores: The figure assigned to a Loan that is designed to assess the Mortgagor's
        credit history which is obtained from credit reports provided by various
        credit
        reporting organizations and obtained by many lenders in connection with Loan
        applications to help assess a Mortgagor's creditworthiness.

       

      Current
        Interest: For any Payment Date, the amount of interest accruing at the
        applicable Note Interest Rate on the related Class Principal Balance as
        applicable, during the related Accrual Period.

       

      Custodial
        Account: The account or accounts created and maintained by the Servicer pursuant
        to Section 3.02(b) of the Servicing Agreement, in which the Servicer shall
        deposit or cause to be deposited certain amounts in respect of the
        Loans.

       

      Custodial
        Agreement: Any Custodial Agreement between a Custodian, the Indenture Trustee,
        the Issuing Entity and the Servicer relating to the custody of the Loans
        and the
        Related Documents.

       

      Custodian:
        [Name of Custodian].

       

      Cut-off
        Date: __________ 1, ____.

       


      
        
           

        

        
          AA-5

          
            

          

        

        
           

        

      


      Cut-off
        Date Loan Balance: With respect to any Loan, the unpaid principal balance
        thereof as of the close of business on the Business Day immediately prior
        to the
        Cut-off Date.

       

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

       

      Deficient
        Valuation: With respect to any Loan, a reduction in the scheduled Monthly
        Payment for such 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.

       

      Deferred
        Amount: For any Class of Subordinate Notes and Payment Date, will equal the
        amount by which (x) the aggregate of the Applied Loss Amounts previously
        applied
        in reduction of the Class Principal Balance thereof exceeds (y) the aggregate
        of
        amounts previously paid in reimbursement thereof.

       

      Definitive
        Notes: The meaning specified in Section 4.06 of the Indenture.

       

      Deleted
        Loan: A Loan replaced or to be replaced with an Eligible Substitute Loan
        pursuant to Section 3.1(c) of the Loan Purchase Agreement.

       

      Delinquency
        Rate: For any month will be, the fraction, expressed as a percentage, the
        numerator of which is the aggregate outstanding note balance of all loans
        60 or
        more days delinquent as of the close of business on the last day of such
        month,
        and the denominator of which is the Aggregate Loan Balance as of the close
        of
        business on the last day of such month.

       

      Depositor:
        Deutsche Mortgage Securities, Inc., 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 day of the month in which
        such
        Payment Date occurs or if such day is not a Business Day, the next succeeding
        Business Day. Due Date: The date on which the Monthly Payment on the related
        Loan is due in accordance with the terms of the related Mortgage
        Note.

       

      Eligible
        Account: An account that is any of the following: (i) maintained with a
        depository institution the debt obligations of which have been rated by each
        Rating Agency in its highest short-term 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 each Rating Agency, as evidenced in writing,
        be maintained such that (as evidenced by an Opinion of Counsel delivered
        to the
        Indenture Trustee 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 Permitted Investments)
        securing such funds that is superior to claims of any other depositors or
        creditors of the depository institution with which such account is maintained,
        or (iii) 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 Custodial Account or the
        Payment Account will not reduce the rating assigned to any of the Securities
        by
        such Rating Agency below the lower of the thencurrent rating or the rating
        assigned to such Securities as of the Closing Date by such Rating
        Agency).

       


      
        
           

        

        
          AA-6

          
            

          

        

        
           

        

      


      Eligible
        Substitute Loan: A Loan substituted by the Seller for a Deleted 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 Loan for
        a
        Deleted Loan, an aggregate outstanding principal balance, after such deduction),
        not in excess of the outstanding principal balance of the Deleted Loan (the
        amount of any shortfall to be deposited by the Seller in the Custodial Account
        in the month of substitution); (ii) comply with each representation and warranty
        set forth in Annex B to the Loan Purchase Agreement; (iii) have a Mortgage
        Rate
        no lower than and not more than 1% per annum higher than the Mortgage Rate
        of
        the Deleted 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 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 Loan; (vi) be ineligible for inclusion in a real estate mortgage
        investment conduit (“REMIC”) (a “REMIC Ineligible Loan”) if the Deleted Loan was
        a REMIC Ineligible Loan (because (a) the value of the real property securing
        the
        Deleted Loan was not at least equal to eighty percent of the adjusted issue
        price of such loan at the time of origination, calculated by subtracting
        the
        amount of any liens that are senior to such loan and a proportionate amount
        of
        any lien of equal priority from the value of such property when the Deleted
        Loan
        was originated and (b) substantially all of the proceeds of the Deleted Loan
        were not used to acquire, improve or protect an interest in the real property
        securing such loan and such real property was the only security for such
        Deleted
        Loan); and (vii) 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) the
        failure to pay the Current Interest on any Payment Date;

       

      (ii) the
        failure by the Issuing Entity on the final maturity date to reduce the Class
        Principal Balances of any Note then outstanding to zero;

       

      (iii) there
        occurs a default in the observance or performance of any negative covenant,
        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, note 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 which has a material adverse effect on
        Securityholders, 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 Holders of at least 25% of the outstanding Note
        Balance
        of the Notes, a written notice specifying such default or incorrect
        representation or warranty and requiring it to be remedied and stating that
        such
        notice is a notice of default hereunder; or

       


      
        
           

        

        
          AA-7

          
            

          

        

        
           

        

      


      (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
        Liquidation: Following the occurrence of an Event of Default under the
        Indenture, as evidenced by a written notice provided to the Owner Trustee,
        the
        Depositor and the Issuing Entity that all conditions precedent to the sale
        or
        other liquidation of the Trust Estate pursuant to Section 5.04 of the Indenture
        have been satisfied.

       

      Event
        of
        Servicer Termination: With respect to the Servicing Agreement, a Servicing
        Default as defined in Section 7.01 of the Servicing Agreement.

       

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

       

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

       

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

       

      Final
        Maturity Date: ____________.

       


      
        
           

        

        
          AA-8

          
            

          

        

        
           

        

      


      Final
        Scheduled Payment Date: ______________.

       

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

       

      Foreclosure
        Profit: With respect to a Liquidated Loan, the amount, if any, by which (i)
        the
        aggregate of its Net Liquidation Proceeds exceeds (ii) the related Loan 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 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.

       

      Holder:
        Any of the Noteholders or Certificateholders.

       

      HUD:
        The
        United States Department of Housing and Urban Development and any successor
        thereto.

       

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

       

      Indenture:
        The indenture dated as of _________________ between the Issuing Entity, as
        debtor, and the Indenture Trustee, as indenture trustee.

       

      Indenture
        Trustee: [Name of Indenture Trustee], and its successors and assigns or any
        successor indenture trustee appointed pursuant to the terms of the
        Indenture.

       

      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 Sellers,
        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
        Sellers, 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 Seller, 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 Issuing Entity 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.

       


      
        
           

        

        
          AA-9

          
            

          

        

        
           

        

      


      Initial
        Note Balance: With respect to the Class A Notes $ ___________, the Class
        M-1
        Notes $ _________, the Class M-2 Notes $ __________, the Class B-1 Notes
        $_________ and the Class B-2 Notes $ __________.

       

      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
        Proceeds: Proceeds paid by any insurer pursuant to any insurance policy covering
        a Loan which are required to be remitted to the Servicer, or amounts required
        to
        be paid by the Servicer pursuant to the next to last sentence of Section
        3.04 of
        the Servicing Agreement, net of any component thereof (i) covering any expenses
        incurred by or on behalf of the 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
        Servicer's normal servicing procedures or (iv) required to be paid to any
        holder
        of a mortgage senior to such Loan

       

      Interest
        Remittance Amount: With respect to any Payment Date, the sum of the
        following:

       

      (i) all
        interest collected (other than Payaheads) in respect of Scheduled Payments
        on
        the loans during the related Collection Period, the interest portion of
        Payaheads previously received and intended for application in the related
        Collection Period and the interest portion of all prepayments received on
        the
        loans during the related Prepayment Period, less (x) the Servicing Fees with
        respect to such loans and (y) amounts due to the Servicer or the Indenture
        Trustee with respect to such loans, to the extent allocable to
        interest,

       

      (ii) the
        portion of any Substitution Amount or purchase price paid with respect to
        such
        loans during the related Collection Period allocable to interest and the
        interest portion of the Termination Price paid in connection with any optional
        purchase of the Loans by the Servicer; and

       


      
        
           

        

        
          AA-10

          
            

          

        

        
           

        

      


      (iii) all
        Net
        Liquidation Proceeds and any other recoveries (net of any servicing expenses,
        to
        the extent allocable to interest, and unpaid Servicing Fees) collected with
        respect to the loans during the related Collection Period, to the extent
        allocable to interest.

       

      Issuing
        Entity, Owner Trust or Trust: The DEUTSCHE MORTGAGE SECURITIES, INC. TRUST
        SERIES ____-__, a Delaware business trust, or its successor in
        interest.

       

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

       

      LIBOR:
        On
        each LIBOR Rate Adjustment Date, LIBOR shall be established by the Indenture
        Trustee and as to any Accrual Period, LIBOR will equal the rate for United
        States dollar deposits for one month which appears on the Dow Jones Telerate
        Screen Page 3750 as of 11:00 A.M., London time, on that LIBOR Rate Adjustment
        Date. Dow Jones Telerate Screen Page 3750 means the display designated as
        page
        3750 on the Telerate Service or any other page as may replace page 3750 on
        that
        service for the purpose of displaying London interbank offered rates of major
        banks. If the rate does not appear on that page or any other page as may
        replace
        that page on that service, or if the service is no longer offered, any other
        service for displaying LIBOR or comparable rates as may be selected by the
        Indenture Trustee after consultation with the Servicer, the rate will be
        the
        Reference Bank Rate.

       

      The
        Reference Bank Rate will be determined on the basis of the rates at which
        deposits in the U. S. Dollars are offered by the reference banks, which shall
        be
        three major banks that are engaged in transactions in the London interbank
        market, selected by the Indenture Trustee after consultation with the Servicer.
        The Reference Bank Rate will be determined as of 11:00 A M , London time,
        on the
        LIBOR Rate Adjustment Date to prime banks in the London interbank market
        for a
        period of one month in amounts approximately equal to the Class Principal
        Balance of the Class A Notes. The Indenture Trustee will request the principal
        London office of each of the reference banks to provide a quotation of its
        rate.
        If at least two quotations are provided, the rate will be the arithmetic
        mean of
        the quotations. If on that date fewer than two quotations are provided as
        requested, the rate will be the arithmetic mean of the rates quoted by one
        or
        more major banks in New York City, selected by the Indenture Trustee after
        consultation with the Servicer, as of 11:00 A M , New York City time, on
        that
        date for loans in U S Dollars to leading European banks for a period of one
        month in amounts approximately equal to the Class Principal Balance of the
        Class
        A Notes. If no quotations can be obtained, the rate will be LIBOR for the
        prior
        Payment Date; provided however, if, under the priorities listed previously
        in
        this paragraph, LIBOR for a Payment Date would be based on LIBOR for the
        previous Payment Date for the third consecutive Payment Date, the Indenture
        Trustee after consultation with the Servicer, shall select an alternative
        comparable index over which the Indenture Trustee has no control, used for
        determining one-month Eurodollar lending rates that is calculated and published
        or otherwise made available by an independent party. LIBOR business day means
        any day other than (a) a Saturday or a Sunday or (b) a day on which banking
        institutions in the city of London, England or New York, New York are required
        or authorized by law to be closed.

       


      
        
           

        

        
          AA-11

          
            

          

        

        
           

        

      


      The
        establishment of LIBOR by the Indenture Trustee and the Indenture Trustee's
        subsequent calculation of the Note Interest Rate applicable to the Class
        A,
        Class M-2 and Class B-1 Notes for the relevant Accrual Period, in the absence
        of
        manifest error, will be final and binding.

       

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

       

      LIBOR
        Rate Adjustment Date: With respect to the first Payment Date, the second
        LIBOR
        Business Day preceding the Closing Date, and thereafter, the second LIBOR
        Business Day preceding each Payment Date.

       

      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.

       

      Liquidated
        Loan: With respect to any Payment Date, any Loan in respect of which the
        Servicer has determined, in accordance with the servicing procedures specified
        in the Servicing Agreement, as of the end of the related Collection Period
        that
        substantially all Liquidation Proceeds which it reasonably expects to recover,
        if any, with respect to the disposition of the related REO have been recovered.
        In addition, the Servicer will treat any Loan that is 180 days or more
        delinquent as having been finally liquidated.

       

      Loans:
        At
        any time, the Loans that have been sold by the Seller under the Loan Purchase
        Agreement, together with the Related Documents, and that remain subject to
        the
        terms thereof.

       

      Loan
        File: The file containing the Related Documents pertaining to a particular
        Loan
        and any additional documents required to be added to the Loan File pursuant
        to
        the Loan Purchase Agreements or the Servicing Agreement.

       

      Loan
        Purchase Agreement: The loan purchase agreement dated ___________ between
        [Name
        of Seller] as assignor and [___________] as assignee.

       

      Loan
        Rate: With respect to any Loan and any day, the per annum rate of interest
        set
        forth in the related Mortgage Note.

       

      Loan
        Schedule: The initial schedule of Loans as of the Cut-off Date set forth
        in
        Exhibit A of the Servicing Agreement, which schedule sets forth as to each
        Loan,
        among other things:

       

      (i) the
        Loan
        identifying number (“LOAN #”);

       


      
        
           

        

        
          AA-12

          
            

          

        

        
           

        

      


      (ii) the
        street address of the Mortgaged Property including state, city and zip code
        (“ADDRESS”);

       

      (iii) the
        maturity of the Mortgage Note (“MATURITY DATE”);

       

      (iv) the
        Loan
        Rate (“CUR RATE”);

       

      (v) the
        Principal Balance at origination (“ORG AMT”);

       

      (vi) the
        type
        of property securing the Mortgage Note (“PROPERTY TYPE”);

       

      (vii) the
        appraised value (“APPRSL”);

       

      (viii) the
        initial scheduled monthly payment of principal, if any, and interest (“ORIGINAL
        P & I”);

       

      (ix) the
        Cut-off Date Loan Balance (“CUT-OFF BAL”);

       

      (x) the
        Combined Loan-to-Value Ratio at origination (“CLTV”);

       

      (xi) the
        date
        of the Mortgage Note (“NOTE DATE”);

       

      (xii) the
        original term to maturity of the Loan (“ORIGINAL TERM”);

       

      (xiii) under
        the
        column “OCCP CODE,” a code indicating whether the Loan is secured by a non-owner
        occupied residence;

       

      (xiv) the
        Principal Balance of any Loan senior thereto (“SR BAL”);

       

      (xv) the
        Credit Score (“CR SCORE”);

       

      (xvi) the
        debt
        to income ratio (“DTI”);

       

      (xvii) product
        code (“PRODUCT CODE”);

       

      (xviii) loan
        purpose (“PURPOSE”); and

       

      (xix) the
        lien
        position of the related Mortgage (“LIEN”).

       

      Such
        schedule may consist of multiple reports that collectively set forth all
        of the
        information required.

       

      Lost
        Note
        Affidavit: With respect to any Loan as to which the original Mortgage Note
        has
        been permanently lost or destroyed and has not been replaced, an affidavit
        from
        the related Seller certifying that the original Mortgage Note has been lost,
        misplaced or destroyed (together with a copy of the related Mortgage
        Note).

       

      Maximum
        Interest Rate: ___% per annum with respect to the Class A Notes; ___% with
        respect to the Class M-2 Notes and ___% with respect to the Class B-1
        Notes.

       


      
        
           

        

        
          AA-13

          
            

          

        

        
           

        

      


      Monthly
        Excess Cashflow: For any Payment Date, an amount equal to the portion of
        the
        Remittance Amount, if any, remaining after the payments of interest and
        principal under Sections 3.05(b) (c) and (d) of the Indenture.

       

      Monthly
        Payment: With respect to any Loan and any Due Date, the payment of principal
        and
        interest due thereon in accordance with the amortization schedule at the
        time
        applicable thereto (after adjustment, if any, for partial Principal Prepayments
        and for Deficient Valuations occurring prior to such Due Date but before
        any
        adjustment to such amortization schedule by reason of any bankruptcy, other
        than
        a Deficient Valuation, or similar proceeding or any moratorium or similar
        waiver
        or grace period).

       

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

       

      Mortgage:
        The mortgage, deed of trust or other instrument creating a first, second
        or
        third lien on an estate in fee simple interest in real property securing
        a
        Loan.

       

      Mortgage
        File: The file containing the Related Documents pertaining to a particular
        Loan
        and any additional documents required to be additional documents required
        to be
        added to the Mortgage File pursuant to the Loan Purchase Agreement or the
        Servicing Agreement.

       

      Mortgage
        Note: With respect to a Loan, the mortgage note pursuant to which the related
        mortgagor agrees to pay the indebtedness evidenced thereby and secured by
        the
        related Mortgage as modified or amended.

       

      Mortgaged
        Property: The underlying property, including real property and improvements
        thereon, securing a Loan.

       

      Mortgagor:
        The obligor or obligors under a Mortgage Note.

       

      National
        Housing Act: The National Housing Act of 1934, as amended.

       

      Net
        Delinquency Amount: With respect to any Payment Date, the excess, if any,
        of (x)
        the product of 3.20 and the Rolling Six-Month Delinquency Average over (y)
        the
        aggregate of the Monthly Excess Cashflow for the three immediately preceding
        Payments Dates.

       

      Net
        Funds
        Cap: For any Payment Date, will be the annual rate equal to (a ) a fraction,
        expressed as a percentage, the numerator of which is the product of (1) the
        Optimal Interest Remittance Amount for such date and (2) 12, and the denominator
        of which is the Class Principal Balance of all of the notes immediately prior
        to
        such Payment Date, multiplied by (b) a fraction, the numerator of which is
        30
        and the denominator of which is the actual number of days in the immediately
        preceding Accrual Period for the Class A, Class M-2 and Class B-1
        Notes.

       

      Net
        Liquidation Proceeds: All amounts, net of unreimbursed and reasonable
        out-of-pocket expenses received and retained in connection with the liquidation
        of defaulted loans, through insurance or condemnation proceedings, by
        foreclosure or otherwise, together with any net proceeds received on a monthly
        basis with respect to any properties acquired on behalf of the noteholders
        by
        foreclosure or deed in lieu of foreclosure.

       


      
        
           

        

        
          AA-14

          
            

          

        

        
           

        

      


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

       

      Non-United
        States Person: Any Person other than a United States Person.

       

      Note
        Interest Rate: For the Class A Notes, a rate per annum equal to the least
        of (i)
        LIBOR plus ____%; (ii) the Net Funds Cap for that Payment Date and (iii)
        the
        Maximum Note Interest Rate.

       

      For
        the
        Class M-1 Notes, a rate per annum equal ____%.

       

      For
        the
        Class M-2 Notes, a rate per annum equal to the least of (i) LIBOR plus ____%,
        (ii) the Net Funds Cap for that Payment Date and (iii) the Maximum Note Interest
        Rate.

       

      For
        the
        Class B-1 Notes, a rate per annum equal to the least of (i) LIBOR plus ____%,
        (ii) the Net Funds Cap for that Payment Date and (iii) the Maximum Note Interest
        Rate.

       

      For
        the
        Class B-2 Notes, a rate per annum equal to _____%, subject to the Available
        Funds Cap for that Payment Date.

       

      Note
        Margin: With respect to the Class A Notes, ____% per annum. With respect
        to the
        Class M-1 Notes, ____% per annum. With respect to the Class B-1 Notes, ____%
        per
        annum.

       

      Note
        Owner: The Beneficial Owner of a 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 Owner 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.

       

      Notes:
        The Notes issued and outstanding at any time pursuant to the
        Indenture.

       

      Officer's
        Certificate: With respect to the Servicer, a certificate signed by the
        President, Managing Director, a Director, a Vice President or an Assistant
        Vice
        President, of the 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 or the Servicer.

       


      
        
           

        

        
          AA-15

          
            

          

        

        
           

        

      


      Opinion
        of Counsel: A written opinion of counsel. Any Opinion of Counsel for the
        Servicer may be provided by in-house counsel for the Servicer if reasonably
        acceptable to the Indenture Trustee and the Rating Agencies or counsel for
        the
        Depositor, as the case may be.

       

      Optimal
        Interest Remittance Amount: For any Payment Date will be equal to the excess
        of
        (i) the product of (1)(x) the weighted average of the rates of the loans
        as of
        the first day of the related Collection Period less the Servicing Fee Rate,
        divided by (y) 12 and (2) the Aggregate Loan Balance for the immediately
        preceding Payment Date, over (ii) any expenses that reduce the Interest
        Remittance Amount that did not arise as a result of a default or delinquency
        of
        the loans.

       

      Optional
        Termination: The right of the Servicer to purchase the Loans after the aggregate
        Principal Balance of the Loans as of the end of the related Collection Period
        is
        equal to or less than 10% of the Cut-off Date Balance, pursuant to Section
        8.08
        of the Servicing Agreement.

       

      Optional
        Termination Date: The Payment Date on which the Servicer exercises its Optional
        Termination Right.

       

      Original
        Trust Agreement: The Owner Trust Agreement, dated as of _______________,
        between
        the Owner Trustee and the Depositor.

       

      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.

       

      Outstanding
        Loan: As to any Payment Date, a Loan which was not (i) the subject of a
        Principal Prepayment in full during any preceding Collection Period, (ii)
        purchased, deleted or substituted for during any preceding Collection Period
        pursuant to the Servicing Agreement or (iii) a Liquidated Loan during any
        preceding Collection Period as of such Payment Date.

       

      Overcollateralization
        Amount: For any Payment Date will be equal to the amount, if any, by which
        (x)
        the Aggregate Loan Balance for such Payment Date exceeds (y) the aggregate
        Class
        Principal Balance of all of the Notes after giving effect to payments on
        such
        Payment Date.

       

      Overcollateralization
        Deficiency: For any Payment Date will be equal to the amount, if any, by
        which
        (x) the Targeted Overcollateralization Amount for such Payment Date exceeds
        (y)
        the Overcollateralization Amount for such Payment Date, calculated for this
        purpose after giving effect to the reduction on such Payment Date of the
        aggregate Class Principal Balance of the Notes resulting from the payment
        of the
        Principal Payment Amount on such Payment Date, but prior to allocation of
        any
        Applied Loss Amount on such Payment Date.

       


      
        
           

        

        
          AA-16

          
            

          

        

        
           

        

      


      Overcollateralization
        Release Amount: For any Payment Date will be equal to the lesser of (x) the
        Principal Remittance Amount for such Payment Date and (y) the amount, if
        any, by
        which (1) the Overcollateralization Amount for such date, calculated for
        this
        purpose on the basis of the assumption that 100% of the aggregate of the
        Principal Remittance Amount for such date is applied on such date in reduction
        of the aggregate of the Class Principal Balances of the notes, exceeds (2)
        the
        Targeted Overcollateralization Amount for such date.

       

      Owner
        Trust: _DEUTSCHE MORTGAGE SECURITIES, INC. TRUST SERIES ____-__, created
        by the
        Certificate of Trust pursuant to the Owner Trust Agreement and the Original
        Trust Agreement.

       

      Owner
        Trust Agreement: The Amended and Restated Owner Trust Agreement, dated as
        of
        ______________, between the Owner Trustee and the Depositor.

       

      Owner
        Trustee: [Name of Owner Trustee], not in its individual capacity but solely
        as
        Owner Trustee of the Trust, and its successors and assigns or any successor
        owner trustee appointed pursuant to the terms of the Owner Trust
        Agreement.

       

      Owner
        Trust Estate: The corpus of the Issuing Entity created by the Owner Trust
        Agreement which consists of the Loans.

       

      Payahead:
        Any Scheduled Payment intended by the related mortgagor to be applied in
        a
        Collection Period subsequent to the Collection Period in which such payment
        was
        received.

       

      Paying
        Agent: (i) With respect to the Indenture, 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 5.01 of the Servicing Agreement. Amounts
        deposited in the Payment Account will be distributed by the Indenture Trustee
        in
        accordance with Section 3.05 of the Indenture.

       

      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
        Balance of such Note by the aggregate of the Note Balances of all Notes of
        the
        same Class.

       

      Permitted
        Investments: One or more of the following:

       


      
        
           

        

        
          AA-17

          
            

          

        

        
           

        

      


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

       

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

       

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

       

      (iv) commercial
        paper (having original maturities of not more than 365 days) of any corporation
        incorporated under the laws of the United States or any state thereof which
        on
        the date of acquisition has been rated by each Rating Agency in its highest
        short-term rating available; provided that such commercial paper shall have
        a
        remaining maturity of not more than 30 days;

       

      (v) a
        money
        market fund or a qualified investment fund rated by each Rating Agency in
        its
        highest long-term rating available; and

       

      (vi) other
        obligations or securities that are acceptable to each Rating Agency as a
        Permitted Investment hereunder and will not reduce the rating assigned to
        any
        Securities by such Rating Agency below the lower of the then-current rating
        or
        the rating assigned to such Securities as of the Closing Date by such Rating
        Agency, as evidenced in writing, provided that if the Servicer or any other
        Person controlled by the Servicer is the Issuing Entity or the obligor of
        any
        obligation or security described in this clause (vi) such obligation or security
        must have an interest rate or yield that is fixed or is variable based on
        an
        objective index that is not affected by the rate or amount of losses on the
        Loans;


      
        
           

        

        
          AA-18

          
            

          

        

        
           

        

      

       

      provided,
        however, that no instrument shall be a Permitted 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 References herein to the highest rating available on unsecured
        long-term debt shall mean AAA (or the equivalent in the case of Moody's),
        and
        references herein to the highest rating available on unsecured commercial
        paper
        and short-term debt obligations shall mean A-1 (or the equivalent in the
        case of
        Moody's).

       


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

       

      Physical
        Note: Any note issued in fully registered, certificated form. The initial
        Physical Notes shall be the Class B-2 Notes.

       

      Predecessor
        Note: With respect to any particular Note, every previous Note evidencing
        all or
        a portion of the same debt as that evidenced by such particular Note; and,
        for
        the purpose of this definition, any Note authenticated and delivered under
        Section 4.03 of the Indenture in lieu of a mutilated, lost, destroyed or
        stolen
        Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed
        or stolen Note.

       

      Prepayment
        Assumption: __% CPR.

       

      Prepayment
        Period: For any Payment Date, the calendar month preceding that Payment
        Date.

       

      Principal
        Balance: For any Loan as of any Determination Date, is equal to its outstanding
        principal balance as of the Cut-off Date, reduced by the principal received
        on
        or before the Due Date in the Collection Period immediately preceding such
        Determination Date.

       

      Principal
        Prepayment: Any payment of principal made by the Mortgagor on a 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
        Payment Amount: For any Payment Date will be equal to the Principal Remittance
        Amount for such date minus the Overcollateralization Release Amount, if any,
        for
        such date.

       

      Principal
        Remittance Amount: For any Payment Date will be equal to the sum of (1) all
        Principal collected (other than Payaheads) in respect of Scheduled Payments
        on
        the Loans during the related Collection Period (less amounts due to the Servicer
        and the Indenture Trustee with respect to the Loans, to the extent allocable
        to
        Principal) and the Principal portion of Payaheads previously received and
        intended for application in the related Collection Period, (2) all Principal
        Prepayments received during the related Prepayment Period, (3) the outstanding
        principal balance of each Loan that was repurchased by the Seller or the
        Servicer during the related Collection Period and the principal portion of
        the
        Termination Price paid in connection with any optional purchase of the Loans
        by
        the Servicer, (4) the portion of any Substitution Amount paid with respect
        to
        any replaced Loans during the related Collection Period allocable to Principal
        and (5) all Net Liquidation Proceeds and any other recoveries (net of any
        Servicing Expenses, to the extent allocable to Principal) collected with
        respect
        to the Loans during the related Collection Period, to the extent allocable
        to
        Principal.

       


      
        
           

        

        
          AA-19

          
            

          

        

        
           

        

      


      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 Loan Purchase
        Agreements.

       

      Qualified
        Insurer: A mortgage guaranty insurance company duly qualified as such under
        the
        laws of the state of its principal place of business and each state having
        jurisdiction over such insurer in connection with the insurance policy issued
        by
        such insurer, duly authorized and licensed in such states to transact a mortgage
        guaranty insurance business in such states and to write the insurance provided
        by the insurance policy issued by it, approved as an insurer by the Servicer
        and
        as a FNMA-approved mortgage insurer.

       

      Rating
        Agency: Any nationally recognized statistical rating organization, or its
        successor, that rated the Securities at the request of the Depositor at the
        time
        of the initial issuance of the Securities. Initially, Moody's or S&P. 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 Depositor, 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 S&P 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 S&P 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 Liquidated Loan, an amount (not less than zero)
        equal
        to (i) the Principal Balance of the Loan as of the date the Loan becomes
        a
        Liquidated Loan, plus (ii) interest at the Net Loan Rate from the Due Date
        as to
        which interest was last paid to Noteholders up to the last day of the month
        in
        which the Loan becomes a Liquidated Loan on the Principal Balance of such
        Loan
        outstanding during each Collection Period that such interest was not paid,
        minus
        (iii) the proceeds, if any, received during the month in which such Loan
        becomes
        a Liquidated Loan, to the extent applied as recoveries of interest at the
        Net
        Loan Rate and to principal of the Loan, net of the portion thereof reimbursable
        to the Servicer or any Subservicer with respect to related expenses as to
        which
        the Servicer or Subservicer is entitled to reimbursement thereunder but which
        have not been previously reimbursed.

       

      Record
        Date: With respect to the Notes and any Payment Date, the Business Day next
        preceding such Payment Date and with respect to the Certificate and any Payment
        Date, the last Business Day of the month preceding the month of such Payment
        Date.

       


      
        
           

        

        
          AA-20

          
            

          

        

        
           

        

      


      Reference
        Bank Rate: With respect to any Interest Period, as follows: the arithmetic
        mean
        (rounded upwards, if necessary, to the nearest one sixteenth of a percent)
        of
        the offered rates for United States dollar deposits for one month which are
        offered by the Reference Banks as of 11:00 A.M., London, England time, on
        the
        second LIBOR Business Day prior to the first day of such Interest Period
        to
        prime banks in the London interbank market for a period of one month in amounts
        approximately equal to the sum of the outstanding Note Principal Balance
        of the
        Class A Notes; provided that at least such Reference Banks provide such rate.
        If
        fewer than two offered rates appear, the Reference Bank Rate will be the
        arithmetic mean of the rates quoted by one or more major banks in New York
        City,
        selected by the Indenture Trustee after consultation with the Servicer, as
        of
        11:00 a.m., New York time, on such date for loans in U.S. Dollars to leading
        European Banks for a period of one month in amounts approximately equal to
        the
        aggregate outstanding Principal Balance of the Class A Notes. If no such
        quotations can be obtained, the Reference Bank Rate shall be the Reference
        Bank
        Rate applicable to the preceding Interest Period.

       

      Reference
        Banks: Barclays Bank PLC, National Westminster Bank and Bankers Trust
        Company.

       

      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 Loan, the documents specified in Section
        2.1(c)
        of the Loan Purchase Agreement and any documents required to be added to
        such
        documents pursuant to the Loan Purchase Agreement, or the Servicing
        Agreement.

       

      Release
        Agreement: A Release Agreement as defined in Section 3.02 of the Servicing
        Agreement.

       

      Remittance
        Amount: The sum of the Interest Remittance Amount and the Principal Remittance
        Amount.

       

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

       

      Repurchase
        Price: With respect to any Loan required to be repurchased on any date pursuant
        to the Loan Purchase Agreement or purchased by the Servicer pursuant to the
        Servicing Agreement, an amount equal to the sum of (i) 100% of the Loan Balance
        thereof (without reduction for any amounts charged off) and (ii) unpaid accrued
        interest at the Mortgage Rate (or with respect to the last day of the month
        in
        the month of repurchase, the Mortgage Rate will be the Mortgage Rate in effect
        as to second to last day in such month) 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.

       

      Responsible
        Officer: With respect to the Indenture Trustee, any officer of the Indenture
        Trustee with direct responsibility for the administration of the Owner 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.

       


      
        
           

        

        
          AA-21

          
            

          

        

        
           

        

      


      Rolling
        Six Month Delinquency Average: For any Payment Date will be the fraction,
        expressed as a percentage, equal to the average of the Delinquency Rates
        for
        each of the six (or one through five, in the case of the first through fifth
        Payment Dates) immediately preceding months.

       

      Scheduled
        Payment: For any Loan, the monthly scheduled payment of interest and principal,
        as determined in accordance with the provisions of the related mortgage
        note.

       

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

       

      Security:
        Any of the Certificates or Notes.

       

      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.

       

      Securityholder
        or Holder: Any Noteholder or a Certificateholder.

       

      Seller:
        [Name of Seller].

       

      Senior
        Enhancement Percentage: For any Payment Date will be the fraction, expressed
        as
        a percentage, the numerator of which is the sum of the Class Principal Balance
        of the Class M-1, Class M-2, Class B-1 and Class B-2 Notes and the
        Overcollateralization Amount (which, for purposes of this definition only,
        shall
        not be less than zero), in each case after giving effect to payments on such
        Payment Date, and the denominator of which is the Aggregate Loan Balance
        for
        such Payment Date.

       

      Senior
        Principal Payment Amount: For any Payment Date on or after the Stepdown Date
        with respect to such Payment Date, will be the amount, if any, by which (x)
        the
        Principal Balance of the Senior Notes immediately prior to such Payment Date
        exceeds (y) the lesser of (A) the product of (i) approximately ____% and
        (ii)
        the Aggregate Loan Balance for such Payment Date and (B) the amount, if any,
        by
        which (i) the Aggregate Loan Balance for such Payment Date exceeds (ii) ____%
        of
        the Aggregate Loan Balance as of the Cut-off Date.

       

      Servicer:
        [Name of Servicer], a ____________ corporation, and its successors and
        assigns.

       

      Servicing
        Agreement: The Servicing Agreement dated as of ___________ 1, ____ among
        the
        Issuing Entity, the Servicer and the Indenture Trustee.

       

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

       

      Servicing
        Default: The meaning specified in Section 7.01 of the Servicing
        Agreement.

       


      
        
           

        

        
          AA-22

          
            

          

        

        
           

        

      


      Servicing
        Fee: With respect to any Loan and any Collection Period, the product of (i)
        the
        Servicing Fee Rate divided by 12 and (ii) the Loan Balance of such Loan as
        of
        the first day of such Collection Period.

       

      Servicing
        Fee Rate: With respect to any Loan, ____% per annum.

       

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

       

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

       

      Six-Month
        Rolling Delinquency Average: With respect to each Payment Date, the average of
        the Sixty-Day Delinquency Amounts for each of the six immediately preceding
        Collection Periods.

       

      Sixty-Day
        Delinquency Amount: With respect to any Collection Period, an amount equal
        to
        the aggregate Principal Balance of the Loans that are sixty or more days
        delinquent in payment of principal and interest at the end of the Collection
        Period.

       

      Standard
        & Poor's: Standard & Poor's Ratings Services or its successor in
        interest.

       

      Stated
        Value: With respect to any Loan, the value of the related Mortgaged Property
        as
        stated by the related Mortgagor in his or her application.

       

      Stepdown
        Date: For any Payment Date, the later to occur of (x) the Payment Date occurring
        in ____________ and (y) the first Payment Date on which the Senior Enhancement
        Percentage, calculated for this purpose only after taking into account payments
        of principal on the Loans, but prior to any payment of the Principal Payment
        Amount to the notes then entitled to payments of principal on that Payment
        Date,
        is greater than or equal to _____%.

       

      Subordinate
        Notes: The Class M-1, Class M-2, Class B-1 and Class B-2 Notes.

       

      Subservicer:
        Any Person with whom the Servicer has entered into a Subservicing Agreement
        as a
        Subservicer by the Servicer.

       

      Subservicing
        Account: An Eligible Account established or maintained by a Subservicer as
        provided for in Section 3.02(c) of the Servicing Agreement.

       

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

       

      Subservicing
        Fee: With respect to any Collection Period, any fee retained monthly by the
        Subservicer which will be paid out of the Servicing Fee.

       


      
        
           

        

        
          AA-23

          
            

          

        

        
           

        

      


      Substitution
        Amount: The amount, if any, by which the Principal Balance of a Loan required
        to
        be removed from the trust due to a breach of a representation and warranty
        or
        defective documentation exceeds the Principal Balance of the related substitute
        loan, plus unpaid interest accrued thereon.

       

      Targeted
        Overcollateralization Amount: For any Payment Date prior to the Stepdown
        Date,
        the greater of (i) ____% of the Aggregate Loan Balance as of the Cut-off
        Date or
        (ii) the Net Delinquency Amount. With respect to any Payment Date on or after
        the Stepdown Date, the greatest of (a) _____% of the Aggregate Loan Balance
        for
        such Payment Date, (b) the Net Delinquency Amount or (c) ____% of the Aggregate
        Loan Balance as of the Cut-off Date.

       

      Termination
        Price: With respect to the Optional Termination, an amount equal to the greater
        of (i) the sum of the Aggregate Loan Balance and accrued and unpaid interest
        thereon at the weighted average of the Net Loan Rates through the day preceding
        the Payment Date on which such purchase occurs and (ii) the sum of (a) the
        aggregate Note Principal Balance of the Notes immediately prior to the Payment
        Date on which such purchase occurs, (b) the aggregate of any Applied Loss
        Amounts on the Notes remaining unpaid immediately prior to the Payment Date
        on
        which such purchase occurs, (c) the aggregate of the Current Interest on
        the
        Notes for the Payment Date on which such purchase occurs, and (d) the aggregate
        of any Carryforward Interest on the Notes for the Payment Date on which such
        purchase occurs.

       

      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.

       

      Trustee
        Additional Expenses: All reasonable expenses and disbursements incurred or
        made
        by the Indenture Trustee or the Administrator in accordance with any of the
        provisions of the Indenture or the Administration Agreement with respect
        to: (A)
        the reasonable compensation and the expenses and disbursements of its counsel
        not associated with the closing of the issuance of the Notes, (B) the reasonable
        compensation, expenses and disbursements of any accountant, engineer or
        appraiser that is not regularly employed by the Indenture Trustee or the
        Administrator, to the extent that the Indenture Trustee or the Administrator
        must engage such persons to perform acts or services hereunder, (C) printing
        and
        engraving expenses in connection with preparing any Definitive Notes and
        (D) any
        other reasonable expenses incurred other than in the ordinary course of its
        business by the Indenture Trustee or the Administrator in connection with
        its
        duties hereunder. 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.

       


      
        
           

        

        
          AA-24

          
            

          

        

        
           

        

      


      Uniform
        Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation
        Program for Mortgage Bankers, as published by the Mortgage Bankers Association
        of America and effective with respect to fiscal periods ending on or after
        December 15, 1995.

       

      United
        States Person: A citizen or resident of the United States, a corporation
        or a
        partnership (including an entity treated as a corporation or partnership
        for
        United States federal income tax purposes) created or organized in, or under
        the
        laws of, the United States or any State thereof or the District of Columbia
        (except, in the case of a partnership, to the extent provided in
        regulations).

       


      
        
           

        

        
          AA-25