Unassociated Document


    


    


     

    INDENTURE

     

    among

     

    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-1,

    Issuer,

    


    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    Indenture
      Trustee

     

    and

     

    WELLS
      FARGO BANK, N.A.,

    Securities
      Administrator

     

    
 

    Dated
      as
      of February 1, 2007

    


    


    


    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-1

    MORTGAGE-BACKED
      NOTES, SERIES 2007-1

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    Page

     

    ARTICLE
      I
      DEFINITIONS AND INCORPORATION BY REFERENCE

     

    
      	
              Section
                1.01

            	
              Definitions

            	
              2

            
	
              Section
                1.02

            	
              Rules
                of Construction

            	
              9

            
	 	 	 
	
              ARTICLE
                II
                THE NOTES

            
	 	 	 
	
              Section
                2.01

            	
              Form

            	
              10

            
	
              Section
                2.02

            	
              Execution,
                Authentication and Delivery

            	
              11

            
	
              Section
                2.03

            	
              Limitations
                on Transfer of the Notes

            	
              14

            
	
              Section
                2.04

            	
              Registration;
                Registration of Transfer and Exchange

            	
              15

            
	
              Section
                2.05

            	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            	
              17

            
	
              Section
                2.06

            	
              Persons
                Deemed Owners

            	
              18

            
	
              Section
                2.07

            	
              Payment
                of Principal and Interest

            	
              18

            
	
              Section
                2.08

            	
              Cancellation

            	
              19

            
	
              Section
                2.09

            	
              Release
                of Collateral

            	
              19

            
	
              Section
                2.10

            	
              Book-Entry
                Notes

            	
              20

            
	
              Section
                2.11

            	
              Notices
                to Clearing Agency

            	
              21

            
	
              Section
                2.12

            	
              Definitive
                Notes

            	
              21

            
	
              Section
                2.13

            	
              Tax
                Treatment

            	
              21

            
	
              Section
                2.14

            	
              Restrictions
                on Transfer and Retention of Beneficial Ownership Interest in the
                Retained
                Notes

            	
              22

            
	 	 	 
	
              ARTICLE
                III
                COVENANTS

            
	 	 	 
	
              Section
                3.01

            	
              Payment
                of Principal and Interest

            	
              23

            
	
              Section
                3.02

            	
              Maintenance
                of Office or Agency

            	
              23

            
	
              Section
                3.03

            	
              Money
                for Payments to be Held in Trust

            	
              23

            
	
              Section
                3.04

            	
              Existence

            	
              25

            
	
              Section
                3.05

            	
              Protection
                of Collateral

            	
              26

            
	
              Section
                3.06

            	
              Opinions
                as to Collateral

            	
              26

            
	
              Section
                3.07

            	
              Performance
                of Obligations

            	
              26

            
	
              Section
                3.08

            	
              Negative
                Covenants

            	
              28

            
	
              Section
                3.09

            	
              Annual
                Statement as to Compliance

            	
              28

            
	
              Section
                3.10

            	
              Treatment
                of Notes as Debt for Tax Purposes

            	
              29

            
	
              Section
                3.11

            	
              No
                Other Business

            	
              29

            
	
              Section
                3.12

            	
              No
                Borrowing

            	
              29

            
	
              Section
                3.13

            	
              Guarantees,
                Loans, Advances and Other Liabilities

            	
              29

            
	
              Section
                3.14

            	
              Capital
                Expenditures

            	
              29

            
	
              Section
                3.15

            	
              Removal
                of Administrator

            	
              29

            
	
              Section
                3.16

            	
              Restricted
                Payments

            	
              29

            
	
              Section
                3.17

            	
              Notice
                of Events of Default

            	
              30

            
	
              Section
                3.18

            	
              Further
                Instruments and Acts

            	
              30

            
	
              Section
                3.19

            	
              Covenants
                of the Issuer

            	
              30

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
                3.20

            	
              Representations
                and Warranties of the Issuer

            	
              30

            
	 	 	 
	
              ARTICLE
                IV
                SATISFACTION AND DISCHARGE

            
	 	 	 
	
              Section
                4.01

            	
              Satisfaction
                and Discharge of Indenture

            	
              31

            
	
              Section
                4.02

            	
              Application
                of Trust Money

            	
              33

            
	
              Section
                4.03

            	
              Repayment
                of Moneys Held by Paying Agent

            	
              33

            
	
              Section
                4.04

            	
              Trust
                Money Received by Indenture Trustee

            	
              33

            
	 	 	 
	
              ARTICLE
                V
                EVENTS OF DEFAULT; REMEDIES

            
	 	 	 
	
              Section
                5.01

            	
              Events
                of Default

            	
              33

            
	
              Section
                5.02

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	
              34

            
	
              Section
                5.03

            	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee

            	
              35

            
	
              Section
                5.04

            	
              Remedies;
                Priorities

            	
              37

            
	
              Section
                5.05

            	
              Optional
                Preservation of the Collateral

            	
              39

            
	
              Section
                5.06

            	
              Limitation
                of Suits

            	
              39

            
	
              Section
                5.07

            	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest

            	
              40

            
	
              Section
                5.08

            	
              Restoration
                of Rights and Remedies

            	
              40

            
	
              Section
                5.09

            	
              Rights
                and Remedies Cumulative

            	
              40

            
	
              Section
                5.10

            	
              Delay
                or Omission Not a Waiver

            	
              40

            
	
              Section
                5.11

            	
              Control
                by Noteholders

            	
              40

            
	
              Section
                5.12

            	
              Waiver
                of Past Defaults

            	
              41

            
	
              Section
                5.13

            	
              Undertaking
                for Costs

            	
              41

            
	
              Section
                5.14

            	
              Waiver
                of Stay or Extension Laws

            	
              42

            
	
              Section
                5.15

            	
              Action
                on Notes

            	
              42

            
	
              Section
                5.16

            	
              Performance
                and Enforcement of Certain Obligations

            	
              42

            
	 	 	 
	
              ARTICLE
                VI
                THE INDENTURE TRUSTEE

            
	 	 	 
	
              Section
                6.01

            	
              Duties
                of Indenture Trustee

            	
              43

            
	
              Section
                6.02

            	
              Rights
                of Indenture Trustee

            	
              45

            
	
              Section
                6.03

            	
              Individual
                Rights of Indenture Trustee

            	
              46

            
	
              Section
                6.04

            	
              Indenture
                Trustee’s Disclaimer

            	
              46

            
	
              Section
                6.05

            	
              Notice
                of Defaults

            	
              46

            
	
              Section
                6.06

            	
              Reports
                by Indenture Trustee to Holders

            	
              46

            
	
              Section
                6.07

            	
              Compensation
                and Indemnity

            	
              47

            
	
              Section
                6.08

            	
              Replacement
                of Indenture Trustee

            	
              47

            
	
              Section
                6.09

            	
              Successor
                Indenture Trustee by Merger

            	
              48

            
	
              Section
                6.10

            	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee

            	
              49

            
	
              Section
                6.11

            	
              Eligibility;
                Disqualification

            	
              50

            
	
              Section
                6.12

            	
              Representations
                and Warranties

            	
              50

            
	
              Section
                6.13

            	
              Preferential
                Collection of Claims Against Issuer

            	
              51

            
	
              Section
                6.14

            	
              Reporting
                Requirements of the Commission

            	
              51

            
	 	 	 
	
              ARTICLE
                VII
                NOTEHOLDERS’ LISTS AND REPORTS

            
	 	 	 
	
              Section
                7.01

            	
              Issuer
                To Furnish Indenture Trustee Names and Addresses of
                Noteholders

            	
              53

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
                7.02

            	
              Preservation
                of Information; Communications to Noteholders

            	
              53

            
	
              Section
                7.03

            	
              Reports
                by Issuer

            	
              53

            
	
              Section
                7.04

            	
              Reports
                by Indenture Trustee

            	
              54

            
	 	 	 
	
              ARTICLE
                VIII
                ACCOUNTS, DISBURSEMENTS AND RELEASES

            
	 	 	 
	
              Section
                8.01

            	
              Collection
                of Money

            	
              54

            
	
              Section
                8.02

            	
              Note
                Payment Account and Certificate Distribution Account

            	
              54

            
	
              Section
                8.03

            	
              General
                Provisions Regarding Accounts

            	
              55

            
	
              Section
                8.04

            	
              Release
                of Collateral

            	
              55

            
	 	 	 
	
              ARTICLE
                IX
                SUPPLEMENTAL INDENTURES

            
	 	 	 
	
              Section
                9.01

            	
              Supplemental
                Indentures Without Consent of Noteholders

            	
              56

            
	
              Section
                9.02

            	
              Supplemental
                Indentures with Consent of Noteholders

            	
              57

            
	
              Section
                9.03

            	
              Execution
                of Supplemental Indentures

            	
              58

            
	
              Section
                9.04

            	
              Effect
                of Supplemental Indenture

            	
              58

            
	
              Section
                9.05

            	
              Conformity
                with Trust Indenture Act

            	
              58

            
	
              Section
                9.06

            	
              Reference
                in Notes to Supplemental Indentures

            	
              58

            
	
              Section
                9.07

            	
              Opinion
                of Counsel

            	
              58

            
	 	 	 
	
              ARTICLE
                X
                REDEMPTION OF NOTES

            
	 	 	 
	
              Section
                10.01

            	
              Redemption
                or Call of the Notes

            	
              59

            
	
              Section
                10.02

            	
              Form
                of Redemption Notice

            	
              59

            
	
              Section
                10.03

            	
              Notes
                Payable on Redemption Date or Optional Notes Payment Date

            	
              60

            
	 
	
              ARTICLE
                XI
                MISCELLANEOUS

            
	 	 	 
	
              Section
                11.01

            	
              Compliance
                Certificates and Opinions, etc.

            	
              61

            
	
              Section
                11.02

            	
              Form
                of Documents Delivered to Indenture Trustee

            	
              61

            
	
              Section
                11.03

            	
              Acts
                of Noteholders

            	
              62

            
	
              Section
                11.04

            	
              Notices,
                etc., to Indenture Trustee, Issuer and Rating Agencies

            	
              62

            
	
              Section
                11.05

            	
              Notices
                to Noteholders; Waiver

            	
              63

            
	
              Section
                11.06

            	
              Conflict
                with Trust Indenture Act

            	
              64

            
	
              Section
                11.07

            	
              Effect
                of Headings and Table of Contents

            	
              64

            
	
              Section
                11.08

            	
              Successors
                and Assigns

            	
              64

            
	
              Section
                11.09

            	
              Severability

            	
              64

            
	
              Section
                11.10

            	
              Benefits
                of Indenture and Consents of Noteholders

            	
              64

            
	
              Section
                11.11

            	
              Legal
                Holidays

            	
              64

            
	
              Section
                11.12

            	
              Governing
                Law

            	
              64

            
	
              Section
                11.13

            	
              Counterparts

            	
              64

            
	
              Section
                11.14

            	
              Recording
                of Indenture

            	
              65

            
	
              Section
                11.15

            	
              Trust
                Obligations

            	
              65

            
	
              Section
                11.16

            	
              No
                Petition

            	
              65

            
	
              Section
                11.17

            	
              Inspection

            	
              66

            
	
              Section
                11.18

            	
              Agreements
                of Noteholders

            	
              66

            


    

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    EXHIBITS

     

    
      	
              EXHIBIT
                A-1

            	
              Forms
                of Class A Notes

            
	
              EXHIBIT
                A-2

            	
              Forms
                of Privately Offered Notes

            
	
              EXHIBIT
                B-1

            	
              Form
                of Rule 144A (QIB) Investment Letter

            
	
              EXHIBIT
                B-2

            	
              Form
                of Rule 501(a) Investment Letter

            
	
              EXHIBIT
                C

            	
              Form
                of ERISA Affidavit for Class A
                Notes

            


    

    


    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    This
      INDENTURE, dated as of February 1, 2007, is by and among THORNBURG MORTGAGE
      SECURITIES TRUST 2007-1, a Delaware statutory trust (the “Issuer”), LASALLE BANK
      NATIONAL ASSOCIATION, a national banking association, as indenture trustee
      and
      not in its individual capacity (the “Indenture Trustee”), and WELLS FARGO BANK,
      N.A., a national banking association, as securities administrator and not in
      its
      individual capacity (the “Securities Administrator”).

    Each
      party agrees as follows for the benefit of the other parties and for the equal
      and ratable benefit of the Holders of the Issuer’s Mortgage-Backed Notes, Series
      2007-1 in the Classes specified herein:

    GRANTING
      CLAUSE

    The
      Issuer hereby Grants to the Indenture Trustee on the Closing Date, for the
      benefit of the Holders of the Notes, all of the Issuer’s right, title and
      interest, whether now owned or hereafter acquired, in and to: (i) the Trust
      Estate (as defined in the Sale and Servicing Agreement); (ii) the Issuer’s
      rights and benefits but none of its obligations under the Sale and Servicing
      Agreement (including the Issuer’s right to cause the Initial Seller or the
      Seller to repurchase Mortgage Loans from the Issuer under the circumstances
      described therein); (iii) the Yield Maintenance Agreements and all payments
      thereunder; (iv) the Issuer’s rights and benefits but none of its
      obligations under the Administration Agreement; (v) the Issuer’s rights and
      benefits but none of its obligations under the SASCO Mortgage Loan Purchase
      Agreement and the TMFI Mortgage Loan Purchase Agreement; (vi) the Issuer’s
      rights and benefits but none of its obligations under the Servicing Agreements;
      (vii) the Trust Accounts, all amounts and property in the Trust Accounts from
      time to time; (viii) all other property of the Trust from time to time; and
      (ix)
      all present and future claims, demands, causes of action and choses in action
      in
      respect of any or all of the foregoing and all payments on or under and all
      proceeds of every kind and nature whatsoever in respect of any or all of the
      foregoing, including all proceeds of the conversion thereof, voluntary or
      involuntary, into cash or other liquid property, all cash proceeds, accounts,
      accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
      accounts, insurance proceeds, condemnation awards, rights to payment of any
      and
      every kind and other forms of obligations and receivables, instruments and
      other
      property which at any time constitute all or part of or are included in the
      proceeds of any of the foregoing (collectively, the “Collateral”).

    The
      foregoing Grant is made in trust to secure the payment of principal of and
      interest on, and any other amounts owing in respect of, the Notes and to secure
      (i) the payment of all amounts due on the Notes in accordance with their terms,
      (ii) the payment of all other sums payable under the Indenture with respect
      to
      the Notes and (iii) compliance with the provisions of this Indenture, all as
      provided in this Indenture.

    The
      Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes,
      acknowledges such Grant and accepts the trusts under this Indenture in
      accordance with its terms.

    Each
      Holder, by acceptance of the Notes, and the Indenture Trustee agree and
      acknowledge that each item of Collateral that is physically delivered to the
      Indenture Trustee or the Securities Administrator will be held by the Indenture
      Trustee (or its custodian) or the Securities Administrator in trust for the
      benefit of the Noteholders under the terms of this Indenture.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
       

      ARTICLE
        I

       

      DEFINITIONS
        AND INCORPORATION BY REFERENCE

       

      Section
        1.01. Definitions.
        Except
        as otherwise specified herein or as the context may otherwise require, (i)
        capitalized terms used but not otherwise defined herein shall have the
        respective meanings set forth in the Sale and Servicing Agreement for all
        purposes of this Indenture and (ii) the following terms have the respective
        meanings set forth below for all purposes of this Indenture.

       

      Act:
        The
        meaning specified in Section 11.03(a).

       

      Administration
        Agreement:
        The
        Administration Agreement dated as of February 1, 2007 among the Issuer, the
        Indenture Trustee, the Securities Administrator, Wilmington Trust Company,
        as
        owner trustee, and the Depositor.

       

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

       

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

       

      Book-Entry
        Notes:
        Solely
        with respect to the Class A Notes, beneficial interests in Class A Notes,
        ownership and transfers of which shall be evidenced or made through book
        entries
        by a Clearing Agency as described in Section 2.10; provided,
        that
        after the occurrence of a condition whereupon Definitive Notes are to be
        issued
        to Note Owners of Class A Notes, such Class A Notes shall no longer be
“Book-Entry Notes.”

       

      Class:
        All
        Notes having the same class designation.

       

      Class
        A Notes:
        Collectively, the Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-3A
        and
        Class A-3B Notes.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


       

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

       

      Clearing
        Agency:
        An
        organization registered as a “clearing agency” pursuant to Section 17A of the
        Exchange Act, as amended. As of the Closing Date, the Clearing Agency shall
        be
        The Depository Trust Company.

       

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

       

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

       

      Commission:
        The
        Securities and Exchange Commission.

       

      Corporate
        Trust Office:
        The
        principal office of the Indenture Trustee at which at any particular time
        its
        corporate trust business shall be administered, which office at the date
        of
        execution of this Indenture is located at 135
        S.
        LaSalle Street, Suite 1511, Chicago, IL 60603, Attention: Global Securities
        and
        Trust Services, Reference: Thornburg 2007-1, or at such other address as
        the
        Indenture Trustee may designate from time to time by notice to the Noteholders,
        and the Issuer, or the principal corporate trust office of any successor
        Indenture Trustee at the address designated by such successor Indenture Trustee
        by notice to the Noteholders and the Issuer.

       

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

       

      Definitive
        Notes:
        The
        meaning specified in Section 2.10.

       

      Depository
        Institution:
        Any
        depository institution or trust company, including the Indenture Trustee
        and the
        Securities Administrator, that (a) is incorporated under the laws of the
        United
        States of America or any State thereof, (b) is subject to supervision and
        examination by federal or state banking authorities and (c) has outstanding
        unsecured commercial paper or other short-term unsecured debt obligations
        that
        are rated in the highest rating category by each Rating Agency, or is otherwise
        acceptable to each Rating Agency.

       

      DTC:
        The
        Depository Trust Company.

       

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

       

      Event
        of Default:
        The
        meaning specified in Section 5.01.

       

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

       

      Executive
        Officer:
        With
        respect to any corporation or limited liability company, the Chief Executive
        Officer, Chief Operating Officer, Chief Financial Officer, President, Manager,
        Executive Vice President, any Vice President, the Secretary or the Treasurer
        of
        such entity; and with respect to any partnership, any general partner
        thereof.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


       

      Global
        Securities:
        The
        meaning specified in Section 2.01(a).

       

      Grant:
        Mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
        assign, transfer, create and grant a lien upon and a security interest in
        and a
        right of set-off against, deposit, set over and confirm pursuant to this
        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 the Collateral and all other moneys payable thereunder, to
        give
        and receive notices and other communications, to make waivers or other
        agreements, to exercise all rights and options, to bring Proceedings in the
        name
        of the granting party or otherwise and generally to do and receive anything
        that
        the granting party is or may be entitled to do or receive thereunder or with
        respect thereto.

       

      Holder
        or
Noteholder:
        A
        Person in whose name a Note is registered on the Note Register except that,
        solely for the purposes of taking any action or giving any consent pursuant
        to
        this Indenture, any Note registered in the name of the Indenture Trustee
        or any
        Affiliate thereof shall be deemed not to be Outstanding in determining whether
        the requisite percentage necessary to effect any such consent has been obtained,
        except that, in determining whether the Indenture Trustee shall be protected
        in
        relying upon any such consent, only Notes which a Responsible Officer of
        the
        Indenture Trustee knows to be so held shall be disregarded.

       

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

       

      Independent
        Certificate:
        A
        certificate or opinion to be delivered to the Indenture Trustee under the
        circumstances described in, and otherwise complying with, the applicable
        requirements of Section 11.01, made by an Independent appraiser or other
        expert
        appointed by an Issuer Order and approved by the Indenture Trustee or Securities
        Administrator, as applicable, 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.

       

      Interest
        Only Notes:
        The
        Class A-X Notes.

       

      Issuer:
        Thornburg Mortgage Securities Trust 2007-1, a Delaware statutory trust, or
        any
        successor and, for purposes of any provision contained herein and required
        by
        the TIA, each other obligor on the Notes.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


       

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

       

      Majority
        Priority Class Noteholders:
        On any
        date Holders of the Priority Class representing more than 50% of the aggregate
        Class Principal Amount of the Priority Class Notes then
        outstanding.

       

      Non-Priority
        Class Note:
        As of
        any date of determination, any Outstanding Note other than the Priority Class
        Notes.

       

      Note:
        Any of
        the Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-3A, Class A-3B,
        Class
        B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class A-X
        Notes
        issued pursuant to this Indenture, substantially in the forms attached hereto
        as
        Exhibit A.

       

      Note
        Depository Agreement:
        The
        agreement dated February 27, 2007, between the Issuer and The Depository
        Trust
        Company, as the initial Clearing Agency, relating to the Book-Entry
        Notes.

       

      Note
        Owner
        or
Owner:
        With
        respect to a Book-Entry Note, the Person that is the beneficial owner of
        such
        Book-Entry Note, as reflected on the books of the Clearing Agency or on the
        books of a Person maintaining an account with such Clearing Agency (directly
        as
        a Clearing Agency Participant or as an indirect participant, in each case
        in
        accordance with the rules of such Clearing Agency), and with respect to a
        Definitive Note, the Person that is the registered owner of such Note as
        reflected in the Note Register.

       

      Note
        Principal Amount:
        With
        respect to each Note of a given Class (other than the Class A-X Note) and
        any
        date of determination, the product of (i) the Class Principal Amount of such
        Class and (ii) the applicable Percentage Interest of such Note.

       

      Note
        Purchase Price:
        For
        each Class of Notes and any Optional Notes Purchase Date, an amount equal
        to the
        sum of (1) 100% of the aggregate Class Principal Amount for such Class and
        such
        date, (2) the aggregate accrued and unpaid interest, less amounts of interest
        and principal otherwise being paid to such Noteholders on such date and (3)
        any
        unreimbursed Class A Deferred Amounts.

       

      Note
        Register
        and
Note
        Registrar:
        The
        respective meanings specified in Section 2.04. The initial Note Registrar
        shall
        be the Securities Administrator. 

       

      Officer’s
        Certificate:
        A
        certificate signed by any Authorized Officer of the Issuer (or by an officer
        of
        the Depositor under the Administration Agreement), under the circumstances
        described in, and otherwise complying with, the applicable requirements of
        Section 11.01, and delivered to the Indenture Trustee and the Securities
        Administrator. Unless otherwise specified, any reference in this Indenture
        to an
        Officer’s Certificate shall be to an Officer’s Certificate of any Authorized
        Officer of the Issuer.

       

      Opinion
        of Counsel:
        One or
        more written opinions of counsel who may, except as otherwise expressly provided
        in this Indenture, be employees of or counsel to the Issuer and who shall
        be
        satisfactory to the Indenture Trustee, the Note Registrar or the Securities
        Administrator, as applicable, which opinion or opinions shall be addressed
        to
        the Indenture Trustee, as Indenture Trustee, and shall comply with any
        applicable requirements of Section 11.01 and shall be in form and substance
        satisfactory to the Indenture Trustee, the Note Registrar or the Securities
        Administrator, as applicable.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


       

      Optional
        Notes Purchase Date:
        Any
        Payment Date on which the Optional Notes Purchase Right is
        exercised.

       

      Optional
        Notes Purchase Right:
        The
        option of TMI, or its assignee, to call the Notes on any Payment Date on
        which
        the aggregate Scheduled Principal Balance of the Mortgage Loans is equal
        to or
        less than 20% of the aggregate Cut-off Date Balance.

       

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

       

      (i) Notes
        theretofore cancelled by the Note Registrar or delivered to the Note Registrar
        for cancellation;

       

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

       

      (iii) Notes
        or
        portions thereof in exchange for or in lieu of which other Notes have been
        authenticated and delivered pursuant to this Indenture unless proof satisfactory
        to the Securities Administrator is presented that any such Notes are held
        by a
        bona fide purchaser;

       

      provided,
        that in
        determining whether the Holders of the requisite Outstanding Balance of the
        Notes have given any request, demand, authorization, direction, notice, consent
        or waiver hereunder or under any other Operative Agreement, Notes owned by
        the
        Issuer, any other obligor upon the Notes, the Depositor, the Owner Trustee,
        the
        Indenture Trustee, a Servicer, the Securities Administrator or any Affiliate
        of
        any of the foregoing Persons shall be disregarded and deemed not to be
        Outstanding, except that, in determining whether the Indenture Trustee shall
        be
        protected in relying upon any such request, demand, authorization, direction,
        notice, consent or waiver, only Notes that a Responsible Officer of the
        Indenture Trustee or the Securities Administrator knows to be so owned shall
        be
        so disregarded (unless such action requires the consent, waiver, request
        or
        demand of 100% of the Outstanding Balance represented by a particular Class
        and
        100% of the Outstanding Balance represented by such Class is registered in
        the
        name of one or more of the foregoing entities). Notes so owned that have
        been
        pledged in good faith may be regarded as Outstanding if the pledgee establishes
        to the satisfaction of the Securities Administrator the pledgee’s right so to
        act with respect to such Notes and that the pledgee is not the Issuer, any
        other
        obligor upon the Notes, the Depositor, the Owner Trustee, the Indenture Trustee,
        the Servicer, the Securities Administrator or any Affiliate of any of the
        foregoing Persons.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


       

      Outstanding
        Balance:
        The
        aggregate principal or notional amount of the Notes Outstanding, or of all
        Notes
        of a Class, as applicable, as of the date of determination.

       

      Ownership
        Certificates:
        As
        defined in the Trust Agreement.

       

      Paying
        Agent:
        Initially, the Securities Administrator or any other Person that meets the
        eligibility standards for the Indenture Trustee specified in Section 6.11
        and is
        authorized and appointed by the Issuer to make payments to and from the Note
        Payment Account, including payments of principal of or interest on the Notes
        on
        behalf of the Issuer. 

       

      PCAOB:
        The
        Public Company Accounting Oversight Board.

       

      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 2.05
        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.

       

      Priority
        Class Notes:
        Until
        the Class Principal Amounts of the Class A Notes are reduced to zero and
        all
        sums payable to the Holders of the Class A Notes have been paid in full,
        the
        Class A Notes acting as a single Class; when the Class Principal Amounts
        of the
        Class A Notes are reduced to zero and all sums payable to the Holders of
        the
        Class A Notes have been paid in full, each individual Class of Subordinate
        Notes
        consecutively in ascending order, starting with the Class of Subordinate
        Notes
        with the lowest numerical designation, until the Class Principal Amounts
        of such
        Class of Subordinate Notes are reduced to zero and all sums payable to the
        Holders thereof have been paid in full.

       

      Privately
        Offered Notes:
        The
        Subordinated Notes and the Interest Only Notes.

       

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

       

      Prospective
        Owner:
        Each
        prospective purchaser and any subsequent transferee of a Note.

       

      Rating
        Agency Condition:
        With
        respect to any action to which the Rating Agency Condition applies, that
        each
        Rating Agency shall have been given 10 days (or such shorter period as is
        acceptable to each Rating Agency) prior notice thereof and that each Rating
        Agency shall have notified the Depositor, the Owner Trustee, the Securities
        Administrator and the Indenture Trustee in writing that such proposed action
        will not result in a reduction or withdrawal of the then current rating of
        the
        applicable Class or Classes of Notes.

       

      Redemption
        Date:
        A
        Clean-Up Call Date or Optional Notes Purchase Date, as
        applicable.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


       

      Required
        Rating:
        The
        Notes have received, on the Closing Date, the following ratings from the
        Rating
        Agencies:

       

      
        	
                 

                Class

              	 	
                Moody’s

                Rating

              	 	
                 

                S&P
                  Rating

              
	
                A-1

              	 	
                Aaa

              	 	
                AAA

              
	
                A-2A

              	 	
                Aaa

              	 	
                AAA

              
	
                A-2B

              	 	
                Aaa

              	 	
                AAA

              
	
                A-2C

              	 	
                Aaa

              	 	
                AAA

              
	
                A-3A

              	 	
                Aaa

              	 	
                AAA

              
	
                A-3B

              	 	
                Aaa

              	 	
                AAA

              
	
                A-X

              	 	
                Aa1

              	 	
                AA

              
	
                B-1

              	 	
                N/R

              	 	
                AA

              
	
                B-2

              	 	
                N/R

              	 	
                A

              
	
                B-3

              	 	
                N/R

              	 	
                BBB

              
	
                B-4

              	 	
                N/R

              	 	
                BB

              
	
                B-5

              	 	
                N/R

              	 	
                B

              
	
                B-6

              	 	
                N/R

              	 	
                N/R

              


      

       

      N/R
        = Not
        rated by that Rating Agency

       

      Responsible
        Officer:
        With
        respect to the Indenture Trustee, any Vice President, any Assistant Vice
        President, any Assistant Secretary, or Assistant Treasurer in the corporate
        trust group or similar group of the Indenture Trustee customarily performing
        functions similar to those performed by any of the above-designated officers
        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. With respect to the Securities Administrator, any officer
        in
        the corporate trust department or similar group of the Securities Administrator
        with direct responsibility for the administration of this Indenture and also,
        with respect to a particular corporate trust matter, any other officer to
        whom
        such matter is referred because of his or her knowledge of and familiarity
        with
        the particular subject.

       

      Sale
        and Servicing Agreement:
        The
        Sale and Servicing Agreement dated as of February 1, 2007, among the
        Issuer, Structured Asset Securities Corporation, as depositor, Thornburg
        Mortgage Home Loans, Inc., as initial seller and sponsor, Thornburg Mortgage
        Funding, Inc., as seller, Wells Fargo Bank, N.A., as master servicer and
        securities administrator, and the Indenture Trustee, as such may be amended,
        supplemented or otherwise modified from time to time.

       

      Sponsor:
        Thornburg Mortgage Home Loans, Inc.

       

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

       

      Stated
        Maturity Date:
        With
        respect to each Class of Notes, the date set forth in Section
        2.02.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


       

      Subordinated
        Notes:
        The
        Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
        Notes.

       

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

       

      Section
        1.02. Incorporation
        by Reference of Trust Indenture Act.
        

       

      (a) Whenever
        this Indenture refers to a provision of the TIA, the provision is incorporated
        by reference in and made a part of this Indenture. The following TIA terms
        used
        in this Indenture have the following meanings:

       

      “Commission”
        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 Issuer and any other obligor on the
        indenture securities.

       

      (b) All
        other
        TIA terms used in this Indenture that are defined in the TIA, defined by
        TIA
        reference to another statute or defined by rule of the Securities and Exchange
        Commission have the respective meanings assigned to them by such
        definitions.

       

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

       

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

       

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

       

      (iii) “or”
is
        not exclusive;

       

      (iv) “including”
        means including without limitation;

       

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

       

      (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;


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


       

      (vii) terms
        defined in the UCC and not otherwise defined herein shall have the meaning
        assigned to them in the UCC; and

       

      (viii) “U.S.
        dollars,” “dollars,” or the sign “$” shall be construed as references to United
        States dollars which are freely transferable by residents and non-residents
        of
        the United States of America and convertible by such persons into any other
        freely convertible currency unless such transferability or convertibility
        is
        restricted by any law or regulation of general application in which event
        references to “U.S. dollars,” “dollars,” or the sign “$” shall be construed as
        references to such coin or currency of the United States of America as at
        the
        time of payment shall be legal tender for the payment of public and private
        debts in the United States of America, and “cents” shall be construed
        accordingly.

       

      ARTICLE
        II

       

      THE
        NOTES

       

      Section
        2.01. Form.
        (a) The
        Notes shall be designated as the “Thornburg Mortgage Securities Trust
        2007-1 Mortgage
        Backed Notes, Series 2007-1.” Each Class of Notes, together with the Securities
        Administrator’s certificate of authentication, shall be in substantially the
        forms set forth in Exhibits A-1 and A-2 with such appropriate insertions,
        omissions, substitutions and other variations as are required or permitted
        by
        this Indenture, and may have such letters, numbers or other marks of
        identification and such legends or endorsements placed thereon as may,
        consistently herewith, be determined by the officers executing such Notes,
        as
        evidenced by their execution of the Notes. Any portion of the text of any
        Note
        may be set forth on the reverse thereof, with an appropriate reference thereto
        on the face of the Note.

       

      The
        Definitive Notes and the global certificates (“Global Securities”) representing
        the Book-Entry 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 officers executing such Notes, as evidenced
        by their execution of such Notes.

       

      The
        Notes
        shall be issued as registered Notes. Each Class of Class A Notes, except
        as
        otherwise provided by supplement to this Indenture, shall be issued in a
        denomination of at least $25,000 in principal amount and any larger denomination
        that is an integral multiple of $1 approved by the Issuer, such approval
        to be
        evidenced by the execution thereof; provided,
        however,
        one
        Note may be issued in an amount less than the minimum denomination. Each
        Class
        of Privately Offered Notes, except as otherwise provided by supplement to
        the
        Indenture, shall be issued in a denomination of at least $100,000 in principal
        amount or notional amount (in the case of the Class A-X Notes), as applicable,
        and any larger denomination that is an integral multiple of $1 approved by
        the
        Issuer, such approval to be evidenced by the execution thereof; provided,
        however,
        one Note
        of each Class may be issued in an amount less than the minimum denomination.
        Privately Offered Notes may solely be issued, transferred and exchanged in
        the
        form of Definitive Notes. If the Class A Notes are issuable in whole or in
        part
        as Book-Entry Notes, any such Class A Note may provide that it shall represent
        the aggregate amount of Outstanding Notes of its Class from time to time
        endorsed thereon and may provide that the aggregate amount of Outstanding
        Notes
        of its Class represented thereby may from time to time be reduced to reflect
        exchanges or increased to reflect the issuance of an additional principal
        amount
        of Notes of such Class. Any endorsement of a Book-Entry Note to reflect the
        amount, or any increase or decrease in the amount, of Outstanding Notes
        represented thereby shall be made in such manner and by such Person or Persons,
        as shall be specified therein or in the Issuer Order of authentication delivered
        to the Securities Administrator.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      Each
        Note
        shall be dated the date of its authentication. The terms of the Notes set
        forth
        in Exhibit A-1 and A-2 are part of the terms of this Indenture.

       

      Section
        2.02. Execution,
        Authentication and Delivery.
        (i) The
        Notes shall be executed on behalf of the Issuer by any Authorized Officer
        of the
        Owner Trustee. 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 Owner Trustee shall bind the Issuer, notwithstanding
        that such individuals or any of them have ceased to hold such offices prior
        to
        the authentication and delivery of such Notes or did not hold such offices
        at
        the date of such Notes.

       

      Subject
        to the satisfaction of the conditions set forth in this Section 2.02, the
        Securities Administrator shall, upon Issuer Order, authenticate and deliver
        the
        Notes for original issue in the initial aggregate principal amounts or notional
        amount with respect to each Class as specified below:

      
        	
                Class

              	 	
                Class
                  Principal 

                or
                  Notional Amount

              	 	
                 

                Stated
                  Maturity Date

              
	
                A-1

              	 	
                $126,679,000

              	 	
                March
                  2037

              
	
                A-2A

              	 	
                $30,000,000

              	 	
                March
                  2037

              
	
                A-2B

              	 	
                $541,441,000

              	 	
                March
                  2037

              
	
                A-2C

              	 	
                $60,160,000

              	 	
                March
                  2037

              
	
                A-3A

              	 	
                $578,188,000

              	 	
                March
                  2037

              
	
                A-3B

              	 	
                $64,244,000

              	 	
                March
                  2037

              
	
                A-X

              	 	
                $1,400,712,000*

              	 	
                March
                  2037

              
	
                B-1

              	 	
                $24,012,000

              	 	
                March
                  2037

              
	
                B-2

              	 	
                $10,187,000

              	 	
                March
                  2037

              
	
                B-3

              	 	
                $5,821,000

              	 	
                March
                  2037

              
	
                B-4

              	 	
                $6,548,000

              	 	
                March
                  2037

              
	
                B-5

              	 	
                $5,093,000

              	 	
                March
                  2037

              
	
                B-6

              	 	
                $2,913,818

              	 	
                March
                  2037

              


      

       

      _________________

      *Notional
        Amount

       

      The
        aggregate Class Principal Amounts (or Class Notional Amount) of such Classes
        of
        Notes outstanding at any time may not exceed such respective
        amounts.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      (b)
        Issuance of the Notes shall be conditioned upon receipt by the Indenture
        Trustee
        or the Securities Administrator, as applicable, of the following:

       

      (i) An
        Issuer
        Order authorizing the execution and authentication of such Notes;

       

      (ii) All
        of
        the items of Collateral that are to be delivered to the Indenture Trustee
        or the
        Securities Administrator, as provided herein or in the Servicing
        Agreement;

       

      (iii) An
        executed counterpart from each party to each of the Trust Agreement, the
        Indenture, the Administration Agreement and the Sale and Servicing Agreement,
        respectively, and a certified copy of the Certificate of Trust;

       

      (iv) Except
        to
        the extent provided in subsection (c) below, Opinions of Counsel addressed
        to
        the Indenture Trustee to the effect that:

       

      (I) the
        Issuer has been duly formed and is validly existing as a statutory trust
        under
        the laws of the State of Delaware, and has power, authority and legal right
        to
        execute and deliver this Indenture and the other Operative Agreements to
        which
        it is a party;

       

      (II) the
        issuance of the Notes has been duly and validly authorized by the
        Issuer;

       

      (III) the
        Notes, when executed and authenticated in accordance with the provisions
        of this
        Indenture and delivered against payment therefor, will be the legal, valid
        and
        binding obligations of the Issuer pursuant to the terms of this Indenture
        and
        will be entitled to the benefits of this Indenture, and will be enforceable
        in
        accordance with their terms, subject to bankruptcy, insolvency, reorganization,
        arrangement, moratorium, fraudulent or preferential conveyance and other
        similar
        laws of general application affecting the rights of creditors generally and
        to
        general principles of equity (regardless of whether such enforcement is
        considered in a proceeding in equity or at law); 

       

      (IV) assuming
        due authorization, execution and delivery thereof by the Indenture Trustee,
        this
        Indenture has been duly executed and delivered by Issuer and constitutes
        the
        legal, valid and binding obligation of the Issuer, enforceable against the
        Issuer in accordance with its terms, subject to bankruptcy, insolvency,
        reorganization, arrangement, moratorium, fraudulent or preferential conveyance
        and other similar laws of general application affecting the rights of creditors
        generally and to general principles of equity (regardless of whether such
        enforcement is considered in a proceeding in equity or at law); 

       

      (V) the
        Issuer is not required to be registered under the Investment Company Act
        of
        1940, as amended;


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


       

      (VI) the
        Issuer will not be characterized as a taxable mortgage pool or an association
        (or publicly traded partnership) taxable as a corporation; 

       

      (VII) the
        provisions of the Indenture are sufficient to create a valid security interest
        in favor of the Indenture Trustee in the Collateral; and

       

      (VIII) this
        Indenture has been duly qualified under the Trust Indenture Act.

       

      (v) An
        Officer’s Certificate of the Depositor on behalf of the Issuer complying with
        the requirements of Section 11.01 and stating that:

       

      (I) the
        Issuer is not in Default under this Indenture and the issuance of the Notes
        will
        not result in any breach of any of the terms, conditions or provisions of,
        or
        constitute a default under, any indenture, mortgage, deed of trust or other
        agreement or instrument to which the Issuer is a party or by which it is
        bound,
        or any order of any court or administrative agency entered in any proceeding
        to
        which the Issuer is a party or by which it may be bound or to which it may
        be
        subject;

       

      (II) any
        form
        UCC-1 filed or to be filed against the Issuer for the benefit of the Indenture
        Trustee with respect to the Collateral, shall contain a statement that a
        purchaser of a security interest in any Collateral described in such financing
        statement will violate the rights of the Indenture Trustee, as secured party,
        in
        such Collateral;

       

      (III) attached
        thereto are true and correct copies of letters signed by the Rating Agencies
        to
        the effect that each Class of Notes being rated by it has been assigned the
        Required Rating; and

       

      (IV) all
        conditions precedent provided for in this Indenture relating to the
        authentication and delivery of the Notes have been complied with.

       

      (vi) A
        letter
        from each Rating Agency confirming the Required Rating of each Class of Notes
        rated by such Rating Agency.

       

      (c)
        The
        representations and warranties made pursuant to the Officer’s Certificate
        delivered pursuant to subsection (b)(v) above shall survive the discharge
        of
        this Indenture and may not be waived by any party hereto. The Opinions of
        Counsel to be delivered pursuant to subsection (b)(iv) above may differ from
        the
        Opinions of Counsel described in such subsection so long as such Opinions
        of
        Counsel so delivered are acceptable to the Rating Agencies and the Securities
        Administrator, which shall be conclusively evidenced by the Securities
        Administrator’s authentication and delivery of the Notes and the Rating
        Agencies’ issuance of their letters pursuant to subsection (b)(vi) above and
        such acceptable opinions shall be deemed to be the Opinions of Counsel required
        pursuant to subsection (b)(iv) above.


      
        
          
          

        

        
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      (d)
        The
        Notes that are authenticated and delivered by the Securities Administrator
        to or
        upon the order of the Issuer on the Closing Date shall be dated the Closing
        Date. All other Notes that are authenticated after the Closing Date as a
        result
        of transfer or exchange or for any other purpose under the Indenture shall
        be
        dated the date of their authentication.

       

      (e)
        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
        Securities Administrator by the manual signature of one of its authorized
        signatories, and such certificate upon any Note shall be conclusive evidence,
        and the only evidence, that such Note has been duly authenticated and delivered
        hereunder.

       

      Section
        2.03. Limitations
        on Transfer of the Notes.
        (a)
        Except for a transfer made to TMI or an affiliate of TMI, no Privately Offered
        Note may be offered, sold, delivered or transferred (including, without
        limitation, by pledge or hypothecation) except (i) under Rule 144A under
        the Securities Act (“Rule 144A”) to qualified institutional buyers or “QIBs”
purchasing for their own account or for the account of one or more QIBs,
        for
        whom they are authorized to act or (ii) to accredited investors or “AIs,” as
        defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Rule
        501(a)”), purchasing for their own account or for the accounts of one or more
        AIs for whom they are authorized to act. Each Privately Offered Note shall
        bear
        a restrictive legend to the foregoing effect substantially in the form of
        the
        legends on the face of the form of Note at Exhibit A-2. 

       

      (a) Except
        for a transfer made to TMI or an affiliate of TMI, (i) no transfer of a
        Privately Offered Note in the form of a Definitive Note shall be made unless
        the
        Note Registrar shall have received a representation from the transferee of
        such
        Note, acceptable to and in form and substance satisfactory to the Note Registrar
        and the Depositor (such requirement is satisfied only by the Note Registrar’s
        receipt of an investment letter from the transferee substantially in the
        form of
        Exhibit B-1 or Exhibit B-2, as applicable, hereto), to the effect that such
        transferee is not acquiring such Note for, or with the assets of, an employee
        benefit plan or other retirement arrangement that is subject to Section 406
        of
        ERISA or to Section 4975 of the Code or to any substantially similar law
        (“Similar Law”), or any entity deemed to hold the plan assets of the foregoing
        (collectively, “Benefit Plans”), and (ii) no transfer of a Class A Note in the
        form of a Definitive Note shall be made unless the Note Registrar shall have
        received a representation from the transferee of such Note, acceptable to
        and in
        form and substance satisfactory to the Note Registrar and the Depositor (such
        requirement is satisfied only by the Note Registrar’s receipt of a transfer
        affidavit from the transferee substantially in the form of Exhibit C hereto)
        to
        the effect that its acquisition and holding of such Notes for, or with the
        assets of, a Benefit Plan will not result in a non-exempt prohibited transaction
        under Section 406 of ERISA or Section 4975 of the Code which is not covered
        under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
        91-38, PTCE 95-60, PTCE 96-23, the non-fiduciary service provider exemption
        under Section 408(b)(17) of ERISA or some other applicable exemption, and
        will
        not result in a non-exempt violation of any Similar Law.

       

      (b) In
        the
        case of a Class A Note that is a Book-Entry Note, for purposes of clauses
        (i) or
        (ii) of the preceding paragraph, such representations shall be deemed to
        have
        been made to the Note Registrar by the transferee’s acceptance of such Class A
        Note that is also a Book-Entry Note (or the acceptance by a Note Holder of
        the
        beneficial interest in such Note).


      
        
          
          

        

        
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      To
        the
        extent permitted under applicable law (including, but not limited to, ERISA),
        none of the Indenture Trustee, the Securities Administrator, the Note Registrar,
        the Issuer or the Depositor shall have any liability to any Person for any
        registration of transfer of any Note that is in fact not permitted by this
        Section 2.03(c) or for the Paying Agent making any payments due on such Note
        to
        the Holder thereof or taking any other action with respect to such Holder
        under
        the provisions of this Indenture so long as such transfer was registered
        by the
        Note Registrar in accordance with the foregoing requirements. In addition,
        none
        of the Indenture Trustee, the Securities Administrator, the Note Registrar
        or
        the Depositor shall be required to monitor, determine or inquire as to
        compliance with the transfer restrictions with respect to any Note in the
        form
        of a Book-Entry Note, and none of the Indenture Trustee, Securities
        Administrator, the Note Registrar or the Depositor shall have any liability
        for
        transfers of Class A Notes as Book-Entry Notes or any interests therein made
        in
        violation of the restrictions on transfer described in this Section
        2.03(c).

       

      (c) In
        the
        event that a Note is transferred to a Person that does not meet the requirements
        of this Section 2.03, such transfer shall be of no force and effect, shall
        be
        void ab
        initio,
        and
        shall not operate to transfer any rights to such Person, notwithstanding
        any
        instructions to the contrary to the Issuer, the Note Registrar, the Indenture
        Trustee or any intermediary; and the Paying Agent shall not make any payments
        on
        such Note for as long as such Person is the Holder of such Note.

       

      (d) The
        Note
        Registrar on behalf of the Depositor shall provide to any Holder of a Privately
        Offered Note and any prospective transferee designated by any such Holder,
        information regarding such Privately Offered Note and the Mortgage Loans
        and
        such other information as shall be necessary to satisfy the condition to
        eligibility set forth in Rule 144A(d)(4) for transfer of any such Note without
        registration thereof under the Securities Act pursuant to the registration
        exemption provided by Rule 144A. Each Holder of a Privately Offered Note
        desiring to effect such a transfer shall, and does hereby agree to, indemnify
        the Issuer, the Owner Trustee, the Indenture Trustee, the Note Registrar
        and the
        Depositor against any liability that may result if the transfer is not so
        exempt
        or is not made in accordance with federal and state securities laws and any
        other restrictions specified in this Section 2.03. 

       

      The
        Note
        Registrar shall cause each Note to contain a legend substantially similar
        to the
        applicable legend provided in Exhibit A-1 or A-2 hereto, as applicable, stating
        that transfer of such Notes is subject to certain restrictions as set forth
        herein. 

       

      Section
        2.04. Registration;
        Registration of Transfer and Exchange.
        The
        Issuer shall cause the Note Registrar to keep a register (the “Note Register”)
        in which, subject to such reasonable regulations as it may prescribe and
        the
        restrictions on transfers of the Notes set forth herein, the Issuer shall
        provide for the registration of Notes and the registration of transfers of
        Notes. The Securities Administrator initially shall be the “Note Registrar” for
        the purpose of registering Notes and transfers of Notes as herein provided,
        and
        the Indenture Trustee shall have the right to inspect the Note Register at
        all
        reasonable times and to obtain copies thereof, and the Indenture Trustee
        shall
        have the right to rely upon a certificate executed on behalf of the Note
        Registrar by a Responsible Officer thereof as to the names and addresses
        of the
        Holders of the Notes and the principal amounts and number of such Notes.
        Upon
        any resignation of any Note Registrar, the Issuer shall promptly appoint
        a
        successor or, if it elects not to make such an appointment, assume the duties
        of
        Note Registrar.


      
        
          
          

        

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

       

      Subject
        to Section 2.03, upon surrender for registration of transfer of any Note
        at the
        office or agency of the Issuer to be maintained as provided in Section 3.02,
        the
        Issuer shall execute, and the Securities Administrator or the Note Registrar
        on
        its behalf shall authenticate and the Noteholder shall be entitled to obtain
        from the Note Registrar on its behalf, in the name of the designated transferee
        or transferees, one or more new Notes of the same Class in any authorized
        denominations, of a like aggregate principal amount or Percentage
        Interest.

       

      At
        the
        option of the Holder, Notes may be exchanged for other Notes of the same
        Class
        in any authorized denominations, of a like aggregate principal amount or
        Percentage Interest, upon surrender of the Notes to be exchanged at such
        office
        or agency. Whenever any Notes are so surrendered for exchange, the Issuer
        shall
        execute, and the Securities Administrator or the Note Registrar on its behalf
        shall authenticate and the Noteholder shall be entitled to obtain from the
        Securities Administrator or the Note Registrar on its behalf, the Notes which
        the Noteholder making the exchange is entitled to receive.

       

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

       

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

       

      No
        service charge shall be made to a Holder for any registration of transfer
        or
        exchange of Notes, but the Issuer or the Note Registrar may require payment
        of a
        sum sufficient to cover any tax or other governmental charge that may be
        imposed
        in connection with any registration of transfer or exchange of Notes, other
        than
        exchanges pursuant to Section 2.05 or 9.06 not involving any
        transfer.


      
        
          
          

        

        
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      The
        preceding provisions of this Section 2.04 notwithstanding, the Issuer shall
        not
        be required to make and the Note Registrar need not register transfers or
        exchanges of Notes for a period of fifteen (15) days preceding the Payment
        Date
        for any payment with respect to such Note.

       

      Section
        2.05. Mutilated,
        Destroyed, Lost or Stolen Notes.
        If (i)
        any mutilated Note is surrendered to the Note Registrar, or the Note Registrar
        receives evidence to its satisfaction of the destruction, loss or theft of
        any
        Note, and (ii) there is delivered to the Note Registrar such security or
        indemnity as may be required by it to hold the Issuer, the Indenture Trustee
        and
        the Note Registrar harmless, then, in the absence of actual notice to the
        Issuer, the Note Registrar or the Indenture Trustee that such Note has been
        acquired by a bona fide purchaser, and upon certification provided by the
        Holder
        of such Note that the requirements of Section 8-405 of the Relevant UCC are
        met,
        the Issuer shall execute, and upon its request the Securities Administrator
        or
        the Note Registrar on its behalf 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, or shall have been
        called
        for redemption, instead of issuing a replacement Note, the Issuer may pay
        such
        destroyed, lost or stolen Note when so due or payable or upon the Redemption
        Date 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
        Issuer and the Indenture Trustee or the Note Registrar on its behalf 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 Issuer, the Indenture Trustee or the Note Registrar
        in connection therewith.

       

      Upon
        the
        issuance of any replacement Note under this Section, the Issuer, the Indenture
        Trustee or the Note Registrar 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 or the Note Registrar) connected
        therewith.

       

      Every
        replacement Note issued pursuant to this Section in replacement of any
        mutilated, destroyed, lost or stolen Note shall constitute an original
        additional contractual obligation of the Issuer, 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.


      
        
          
          

        

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

       

      Section
        2.06. Persons
        Deemed Owners.
        Prior
        to due presentment for registration of transfer of any Note, the Issuer,
        the
        Securities Administrator, the Indenture Trustee, the Note Registrar and any
        agent of the Issuer, the Securities Administrator, the Indenture Trustee
        or the
        Note Registrar 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 none of the
        Issuer, the Securities Administrator, the Indenture Trustee or any agent
        of the
        Issuer, the Securities Administrator, the Indenture Trustee or the Note
        Registrar shall be affected by notice to the contrary.

       

      Section
        2.07. Payment
        of Principal and Interest.
        (a)
        Each Class of Notes shall accrue interest at its respective Note Interest
        Rate
        as set forth in the Sale and Servicing Agreement, and such interest shall
        be
        payable on each Payment Date, subject to Section 3.01. Interest shall be
        computed on each Class of Class A Notes on the basis of a 360-day year and
        the
        actual number of days elapsed in each Accrual Period and in the case of the
        Privately Offered Notes, based on a 360-day year consisting of twelve (12)
        thirty (30) day months. With respect to each outstanding Class of Class A
        Notes,
        the Securities Administrator shall determine one-month LIBOR or one-year
        LIBOR,
        as applicable, for each applicable Accrual Period on the LIBOR Determination
        Date, in accordance with the provisions of the Sale and Servicing Agreement.
        All
        interest payments on each Class of Notes shall be made pro
        rata to
        the
        Noteholders of such Class entitled thereto and as among Classes of Notes
        shall
        be paid in the order of priority as set forth in Section 5.01 of the Sale
        and
        Servicing Agreement. Any installment of interest or principal payable on
        any
        Note shall be paid on the applicable Payment Date to the Person in whose
        name
        such Note (or one or more Predecessor Notes) is registered on the Record
        Date by
        check mailed first-class postage prepaid to such Person’s address as it appears
        on the Note Register on such Record Date or, upon written request made to
        the
        Paying Agent at least five Business Days prior to the related Record Date,
        by
        the Holder of a Note by wire transfer in immediately available funds to an
        account specified in the request and at the expense of such Noteholder, except
        that, unless Definitive Notes have been issued pursuant to Section 2.12(b),
        with
        respect to Notes registered on the Record Date in the name of the nominee
        of the
        Clearing Agency (initially, such nominee to be Cede & Co.), payment will be
        made by wire transfer in immediately available funds to the account designated
        by such nominee, except for the final installment of principal payable with
        respect to such Note on a Payment Date or on the applicable Stated Maturity
        Date
        for such Class of Notes (and except for the Clean-Up Call Purchase Price
        for any
        Note called for redemption pursuant to Section 10.01(b) hereof or the Note
        Purchase Price for any Note being purchased pursuant to the Optional Notes
        Purchase Right pursuant to Section 10.01(a) hereof), which shall be payable
        as
        provided below. The funds represented by any such checks returned undelivered
        shall be held in accordance with Section 3.03.

       

      (b) The
        principal amount of the Notes (other than the Class A-X Notes) shall be payable
        in installments on each Payment Date as provided herein and in such Notes,
        subject to Section 3.01. Notwithstanding the foregoing, the entire unpaid
        principal amount of a Class of Notes, together with any unpaid Class A Deferred
        Amounts, shall be due and payable, if not previously paid, on the earlier
        of (i)
        the applicable Stated Maturity Date, (ii) the Clean-Up Call Date, or
        (iii) the date on which an Event of Default shall have occurred and be
        continuing, if the Indenture Trustee or the Majority Priority Class Noteholders
        shall have declared the Notes to be immediately due and payable in the manner
        provided in Section 5.02 hereof. In addition, if the Optional Notes Purchase
        Right is exercised, and the Note Purchase Price in connection therewith is
        provided to the Securities Administrator in accordance with Section 10.01(a)
        hereof, the then Holder of the Notes shall also receive its proportionate
        share
        of the Note Purchase Price as provided in Section 10.03 hereof.


      
        
          
          

        

        
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      (c) All
        principal payments on each Class of Notes (other than the Class A-X Notes)
        shall
        be made pro
        rata
        to the
        Noteholders of such Class entitled thereto based on their respective Note
        Principal Amounts immediately prior to that date and as among Classes of
        Notes
        shall be paid in the order of priority set forth in Section 5.01 of the Sale
        and
        Servicing Agreement. The Paying Agent shall notify the Person in whose name
        a
        Note is registered at the close of business on the Record Date preceding
        the
        Payment Date on which the Issuer expects that the final installment of principal
        of and interest on such Note will be paid. Such notice shall be mailed or
        transmitted by facsimile no later than five Business Days prior to such final
        Payment Date and shall specify that such final installment 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 payment of such installment.
        Notices in connection with redemptions of Notes or the exercise of the Optional
        Notes Purchase Right shall be mailed to Noteholders as provided in Section
        10.02.

       

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

       

      Section
        2.09. Release
        of Collateral.
        (a)
        Except as otherwise provided in subsection (b) of this Section and the other
        Operative Agreements, the Indenture Trustee shall release property from the
        lien
        of this Indenture only upon receipt by it of an Issuer Request accompanied
        by
        (i) an Officer’s Certificate, (ii) an Opinion of Counsel, (iii) certificates in
        accordance with TIA Sections 314(c) and (d)(1), and (iv)(A) Independent
        Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or (B)
        an
        Opinion of Counsel in lieu of such Independent Certificates to the effect
        that
        the TIA does not require any such Independent Certificates; provided
        that no
        such Independent Certificates or Opinion of Counsel in lieu of such Independent
        Certificates shall be necessary in respect of property released from the
        lien of
        the Indenture in accordance with the provisions hereof if such property consists
        solely of cash. 

       

      (b) A
        Servicer (or if such Servicer does not do so, the Master Servicer), on behalf
        of
        the Issuer, shall be entitled to obtain a release from the lien of this
        Indenture for any Mortgage Loan and the related Mortgaged Property at any
        time
        (i) after a payment by the Seller, the Initial Seller or TMI of the Purchase
        Price of the Mortgage Loan, (ii) after a Qualified Substitute Mortgage Loan
        is
        substituted for such Mortgage Loan and payment of the Substitution Amount,
        if
        any, has been received by the Issuer, (iii) after liquidation of the Mortgage
        Loan in accordance with the Sale and Servicing Agreement and the deposit
        of all
        Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in the
        Collection Account, (iv) upon the termination of a Mortgage Loan (due to,
        among
        other causes, a prepayment in full of the Mortgage Loan and sale or other
        disposition of the related Mortgaged Property), or (v) as contemplated by
        Article III of the Sale and Servicing Agreement. The Indenture Trustee
        shall release any such Collateral upon a request to release executed by the
        Master Servicer or a Servicer, as applicable, and an Officer’s Certificate to
        the effect that the requirements for release have been met.


      
        
          
          

        

        
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      (c) The
        Indenture Trustee shall, if requested by a Servicer or the Master Servicer,
        temporarily release or cause the Custodian temporarily to release to such
        party
        the Mortgage File pursuant to the provisions of Section 3.07 of the Sale
        and
        Servicing Agreement.

       

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

       

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

       

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

       

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

       

      (iv) the
        rights of Owners of Book-Entry Notes shall be exercised only through the
        Clearing Agency and shall be limited to those established by law and agreements
        between such Owners of Book-Entry Notes and the Clearing Agency and/or the
        Clearing Agency Participants pursuant to the Note Depository Agreement. Unless
        and until Definitive Notes are issued to Holders of Class A Notes, pursuant
        to
        Section 2.12, neither the Indenture Trustee nor the Note Registrar shall
        register any transfer of a beneficial interest in a Book-Entry Note; and
        the
        initial Clearing Agency will make book-entry transfers among the Clearing
        Agency
        Participants and receive and transmit payments of principal of and interest
        on
        the Book-Entry Notes to such Clearing Agency Participants; and


      
        
          
          

        

        
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      (v) whenever
        this Indenture requires or permits actions to be taken based upon instructions
        or directions of Holders of Class A Notes evidencing a specified percentage
        of
        the Outstanding Balance of the Notes (or the Priority Class Notes), the Clearing
        Agency shall be deemed to represent such percentage only to the extent that
        it
        has received instructions to such effect from Owners of Book-Entry Notes
        and/or
        Clearing Agency Participants owning or representing, respectively, such required
        percentage of the beneficial interest in the Book-Entry Notes and has delivered
        such instructions to the Note Registrar.

       

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

       

      Section
        2.12. Definitive
        Notes.
        (a) The
        Privately Offered Notes shall solely be issued in the form of Definitive
        Notes
        and shall be registered initially in the Note Register in the name of TMI,
        or
        its designee.

       

      (b) In
        addition, if (i) the Clearing Agency is no longer willing or able to properly
        discharge its responsibilities with respect to Class A Notes held in the
        form of
        Book-Entry Notes and the Issuer is unable to locate a qualified successor
        or
        (ii) after the occurrence of an Event of Default hereunder, Note Owners of
        the
        Book-Entry Notes representing beneficial interests aggregating at least a
        majority of the Outstanding Balance of the Book-Entry Notes advise the Clearing
        Agency in writing that the continuation of a book-entry system through the
        Clearing Agency is no longer in the best interests of such Note Owners, then
        the
        Clearing Agency shall notify all Owners of Book-Entry Notes and the Note
        Registrar of the occurrence of any such event and of the availability of
        Definitive Notes to Owners of Book-Entry Notes requesting the same. Upon
        surrender to the Note Registrar of the typewritten Notes representing the
        Book-Entry Notes by the Clearing Agency, accompanied by registration
        instructions, the Issuer shall execute and the Securities Administrator shall
        authenticate the Definitive Notes in accordance with the instructions of
        the
        Clearing Agency. None of the Issuer, the Note Registrar, the Securities
        Administrator 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. 

       

      (c) Upon
        the
        issuance of Definitive Notes, the Indenture Trustee, the Securities
        Administrator and the Note Registrar shall recognize the Holders of such
        Definitive Notes as Noteholders.

       

      Section
        2.13. Tax
        Treatment.
        The
        Issuer has entered into this Indenture, and the Notes will be issued, with
        the
        intention that, for federal, state and local income, single business and
        franchise tax purposes, the Notes (other than the Privately Offered Notes)
        will
        qualify as indebtedness of the Issuer secured by the Collateral. The Issuer,
        by
        entering into this Indenture, and each Noteholder (other than a Holder of
        a
        Privately Offered Note), by its acceptance of a Note (and each applicable
        Note
        Owner by its acceptance of an interest in the related Book-Entry Note), agree
        to
        treat the Notes for federal, state and local income, single business and
        franchise tax purposes as indebtedness of the Issuer.


      
        
          
          

        

        
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      Section
        2.14. Restrictions
        on Transfer and Retention of Beneficial Ownership Interest in the Privately
        Offered Notes.
        (a)  TMI will be the initial Note Owner of a 100% Percentage Interest
        in each of the Privately Offered Notes and, pursuant to the Trust Agreement,
        the
        initial “Certificateholder” (as such term is defined in the Trust Agreement) of
        a 100% Percentage Interest in the Ownership Certificates. TMI (or any other
        Certificateholder or Holder of the Privately Offered Notes) is hereby prohibited
        from transferring and agrees not to transfer any beneficial ownership interest
        in any Privately Offered Note or the Ownership Certificates, except as provided
        in subsection (b) below.

       

      (b) Any
        sale,
        transfer, pledge or other disposition of any beneficial ownership interest
        in
        (i) any Privately Offered Note may only be effectuated in conjunction with
        a simultaneous sale, transfer, pledge or other disposition of an equal
        Percentage Interest in (A) all other classes of Privately Offered Notes
        then Outstanding and (B) the Ownership Certificates, and (ii) the
        Ownership Certificates may only be effectuated in conjunction with a
        simultaneous sale, transfer, pledge or other disposition of an equal Percentage
        Interest in all classes of the Privately Offered Notes then Outstanding,
        unless
        in each case the prospective transferee of such beneficial ownership interest
        furnishes to the Note Registrar an Opinion of Counsel concluding that such
        sale,
        transfer, pledge or other disposition will not cause the Trust to become
        subject
        to federal income tax as a corporation. No sale, transfer, pledge or other
        disposition of any beneficial ownership interest in any Privately Offered
        Note
        shall be in respect of less than a 10% Percentage Interest in such Privately
        Offered Note. TMI (or such other Holder of the Ownership Certificates) is
        hereby
        required to notify the Indenture Trustee and the Note Registrar of any sale,
        transfer, pledge or other disposition or retention of the Ownership Certificates
        or any Privately Offered Notes in contravention of these
        restrictions.

       

      (c) In
        connection with any sale, transfer, pledge or other disposition of all or
        a
        portion of the Privately Offered Notes pursuant to subsection (b) above,
        the
        transferee shall certify to the Note Registrar, the Indenture Trustee and
        the
        Securities Administrator in an investment letter substantially in the form
        attached hereto as Exhibit B-1 or Exhibit B-2, as applicable, that such transfer
        has been made in accordance with subsection (b) above and shall agree to
        indemnify the Issuer, the Indenture Trustee, the Securities Administrator,
        the
        Note Registrar and the Depositor against any liability that may result if
        the
        transfer was made in contravention of subsection (b) above.

       

      (d) If
        any
        purported transferee shall become a Holder in violation of the provisions
        of
        this Section 2.14, then upon receipt of written notice to the Note Registrar
        and
        the Paying Agent that the registration of transfer of the Privately Offered
        Notes to such Holder was not in fact permitted by this Section, then the
        transfer to that Holder shall be void ab
        initio
        and the
        last preceding Holder that was and that continues to be an eligible Holder
        in
        accordance with the provisions of this Section shall be restored to all rights
        as Holder thereof retroactive to the date of such registration of transfer
        of
        such Privately Offered Notes. The Note Registrar shall be under no liability
        to
        any Person for any registration of transfer of any Privately Offered Note
        that
        is in fact not permitted by this Section, for making any payment due on any
        such
        Privately Offered Note to the Holder thereof or for taking any other action
        with
        respect to such Holder under the provisions of this Indenture so long as
        the
        transfer relates
        to a simultaneous transfer of an equal Percentage Interest in all Outstanding
        Classes of Privately Offered Notes and Ownership Certificates or the Note
        Registrar receives the Opinion of Counsel described in subsection (b)
        above.


      
        
          
          

        

        
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      ARTICLE
        III

       

      COVENANTS

       

      Section
        3.01. Payment
        of Principal and Interest.
        The
        Issuer will duly and punctually pay (or will cause to be duly and punctually
        paid) the principal of and interest on, and any other amounts due in respect
        of,
        the Notes in accordance with the terms of the Notes, the Sale and Servicing
        Agreement and this Indenture. Without limiting the foregoing, unless the
        Notes
        have been declared due and payable pursuant to Section 5.02 and monies collected
        by the Securities Administrator are being applied in accordance with Section
        5.04(b), subject to and in accordance with Section 8.02(c), the Issuer will
        cause to be distributed all amounts on deposit in the Note Payment Account
        on a
        Payment Date and deposited therein pursuant to the Sale and Servicing Agreement
        for the benefit of the Notes, to the Noteholders. Amounts properly withheld
        under the Code by any Person from a payment to any Noteholder of interest
        and/or
        principal shall be considered as having been paid by the Issuer to such
        Noteholder for all purposes of this Indenture.

       

      The
        Notes
        shall be non-recourse obligations of the Issuer and shall be limited in right
        of
        payment to amounts available from the Collateral as provided in this Indenture.
        The Issuer shall not otherwise be liable for payments of the Notes, and none
        of
        the owners, agents, officers, directors, employees, trustees or successors
        or
        assigns of the Issuer shall be personally liable for any amounts payable,
        or
        performance due, under the Notes or this Indenture. If any other provision
        of
        this Indenture shall be deemed to conflict with the provisions of this Section
        3.01, the provisions of this Section 3.01 shall control.

       

      Section
        3.02. Maintenance
        of Office or Agency.
        The
        Note Registrar on behalf of the Issuer will maintain an office or agency
        where
        Notes may be surrendered for registration of transfer or exchange, and where
        notices and demands to or upon the Issuer in respect of the Notes and this
        Indenture may be served. As of the Closing Date, the Note Registrar designates
        the following office for such purposes: Sixth Street and Marquette Avenue,
        Minneapolis, Minnesota 55479.

       

      Section
        3.03. Money
        for Payments to be Held in Trust.
        As
        provided in Section 8.02, all payments of amounts due and payable with respect
        to any Notes that are to be made from amounts withdrawn from the Note Payment
        Account pursuant to Section 5.01 of the Sale and Servicing Agreement shall
        be
        made on behalf of the Issuer by the Securities Administrator or by another
        Paying Agent, and no amounts so withdrawn from the such account for payments
        of
        Notes shall be paid over to the Issuer except as provided in this
        Section.

       

      On
        or
        before the Business Day preceding each Payment Date, the Issuer shall deposit
        or
        cause to be deposited in the Note Payment Account an aggregate sum sufficient
        to
        pay the amounts then becoming due under the Notes, such sum to be held in
        trust
        for the benefit of the Persons entitled thereto, and (unless the Paying Agent
        is
        the Securities Administrator) shall promptly notify the Securities Administrator
        of its action or failure so to act.


      
        
          
          

        

        
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      The
        Securities Administrator is hereby appointed the initial Paying Agent. Any
        successor Paying Agent shall be appointed by Issuer Order with written notice
        thereof to the Indenture Trustee and the Securities Administrator. Any successor
        Paying Agent appointed by the Issuer shall be a Person that would be eligible
        to
        be the indenture trustee hereunder as provided in Section 6.11. The Issuer
        shall
        not appoint any Paying Agent (other than the Indenture Trustee or the Securities
        Administrator) that is not, at the time of such appointment, a Depository
        Institution. The Issuer shall give prior written notice to the Indenture
        Trustee
        of the appointment of new or additional paying agents for the Notes, the
        location and any change in the location of any such office or
        agency.

       

      The
        Issuer shall cause each Paying Agent other than the Indenture Trustee or
        the
        Securities Administrator to execute and deliver to the Indenture Trustee
        and the
        Securities Administrator an instrument in which such Paying Agent shall agree
        with the Indenture Trustee (and if the Indenture Trustee or the Securities
        Administrator acts as Paying Agent, it hereby so agrees), subject to the
        provisions of this Section, 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 and as is provided in the Sale and
        Servicing Agreement;

       

      (ii) give
        the
        Indenture Trustee and Securities Administrator notice of any default by the
        Issuer of which the Paying Agent 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 a Paying Agent and forthwith pay to the Indenture Trustee all sums
        held by it in trust for the payment of Notes if at any time it ceases to
        meet
        the standards required to be met by a Paying Agent at the time of its
        appointment; and

       

      (v) comply
        with all requirements of the Code with respect to the withholding from any
        payments made by it on any Notes of any applicable withholding taxes imposed
        thereon and with respect to any applicable reporting requirements in connection
        therewith; provided,
        however,
        that
        with respect to reporting requirements applicable to original issue discount,
        the accrual of market discount or the amortization of premium on the Notes,
        the
        Securities Administrator shall have first provided the calculations pertaining
        thereto and the amount of any resulting withholding taxes to the Paying
        Agent.

       

      The
        Issuer may at any time, for the purpose of obtaining the satisfaction and
        discharge of this Indenture or for any other purpose, by Issuer Order direct
        any
        Paying Agent to pay to the Securities Administrator all sums held in trust
        by
        such Paying Agent, such sums to be held by the Securities Administrator 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 Securities Administrator, such
        Paying Agent shall be released from all further liability with respect to
        such
        money.


      
        
          
          

        

        
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      Subject
        to applicable laws with respect to escheat of funds, any money held by the
        Securities Administrator or any Paying Agent in trust for the payment of
        any
        amount due with respect to any Note and remaining unclaimed for two years
        after
        such amount has become due and payable shall be discharged from such trust
        and
        be paid to the Issuer on Issuer Request; and the Holder of such Note shall
        thereafter, as an unsecured general creditor, look only to the Issuer for
        payment thereof (but only to the extent of the amounts so paid to the Issuer),
        and all liability of the Indenture Trustee, the Securities Administrator
        or such
        Paying Agent with respect to such trust money shall thereupon cease;
provided,
        however,
        that
        the Paying Agent, before being required to make any such repayment, shall
        at the
        expense and direction of the Issuer cause to be published once, in a newspaper
        published in the English language, customarily published on each Business
        Day
        and of general circulation in The City of New York (including, but not limited
        to, The
        Bond Buyer),
        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 Issuer.
        The
        Indenture Trustee, the Securities Administrator or Paying Agent shall also
        adopt
        and employ, at the expense and direction of the Issuer, 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 moneys due
        and
        payable but not claimed is determinable from the records of the Indenture
        Trustee, the Securities Administrator or of any Paying Agent, at the last
        address of record for each such Holder).

       

      Section
        3.04. Existence.
        (a) The
        Issuer will keep in full effect its existence, rights and franchises as a
        statutory trust under the laws of the State of Delaware (unless it becomes,
        or
        any successor Issuer hereunder is or becomes, organized under the laws of
        any
        other State or of the United States of America, in which case the Issuer
        will
        keep in full effect its existence, rights and franchises under the laws of
        such
        other jurisdiction) and will obtain and preserve its qualification to do
        business in each jurisdiction in which such qualification is or shall be
        necessary to protect the validity and enforceability of this Indenture, the
        Notes, the Collateral and each other instrument or agreement included in
        the
        Collateral.

       

      (b) Any
        successor to the Owner Trustee appointed pursuant to Section 9.03 of the
        Trust
        Agreement shall be the successor Owner Trustee under this Indenture without
        the
        execution or filing of any paper, instrument or further act to be done on
        the
        part of the parties hereto.

       

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

       

      Section
        3.05. Protection
        of Collateral.
        The
        Issuer will from time to time execute, deliver and file all such supplements
        and
        amendments hereto and all such financing statements, continuation statements,
        instruments of further assurance and other instruments solely at the expense
        of
        the Issuer, and will take such other action necessary or advisable
        to:


      
        
          
          

        

        
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      (i) provide
        further assurances with respect to the grant of all or any portion of the
        Collateral;

       

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

       

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

       

      (iv) enforce
        any rights with respect to the Collateral; or

       

      (v) preserve
        and defend title to the Collateral and the rights of the Indenture Trustee
        and
        the Noteholders in such Collateral against the claims of all Persons and
        parties.

       

      The
        Issuer hereby designates the Securities Administrator, its agents and
        attorney-in-fact to execute any financing statement, continuation statement
        or
        other instrument provided to the Securities Administrator by the Depositor
        and
        required to be executed pursuant to this Section 3.05.

       

      Section
        3.06. Opinions
        as to Collateral.
        On the
        Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion
        of
        Counsel to the effect that either, 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 make effective the lien and security interest
        of
        this Indenture, or stating that, in the opinion of such counsel, no such
        action
        is necessary to make such lien and security interest effective. In addition
        to
        any other requirements under the Trust Indenture Act, the Issuer shall furnish
        to the Securities Administrator, at least once every two years and six months
        after the Closing Date, an Opinion of Counsel to the effect that either,
        in the
        opinion of such counsel, such action has been taken with respect to the
        recording, filing, refilling, re-recording and refilling of this Indenture
        as is
        necessary to maintain the lien of this Indenture, or stating that, in the
        opinion of such counsel, no such action is necessary to maintain such
        lien.

       

      Section
        3.07. Performance
        of Obligations.
        (a) The
        Issuer will not take any action and will use its best efforts not to permit
        any
        action to be taken by others that would release any Person from any of such
        Person’s material covenants or obligations under any instrument or agreement
        included in the Collateral or that would result in the amendment, hypothecation,
        subordination, termination or discharge of, or impair the validity or
        effectiveness of, any such instrument or agreement, except as expressly provided
        in this Indenture, the Sale and Servicing Agreement or such other instrument
        or
        agreement.

       

      (b) The
        Issuer may contract with or otherwise obtain the assistance of other Persons
        (including, without limitation, the Administrator or the Depositor under
        the
        Administration Agreement) to assist it in performing its duties under this
        Indenture, and any performance of such duties by a Person identified to the
        Securities Administrator in an Officer’s Certificate of the Issuer shall be
        deemed to be action taken by the Issuer. Initially, the Issuer has contracted
        with the Securities Administrator and the Depositor pursuant to the
        Administration Agreement to assist the Issuer in performing its duties under
        this Indenture.


      
        
          
          

        

        
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      (c) The
        Issuer will punctually perform and observe all of its obligations and agreements
        contained in this Indenture, the other Operative Agreements to which it is
        a
        party and in the instruments and agreements included in the Collateral,
        including but not limited to filing or causing to be filed all financing
        statements and continuation statements required to be filed by the terms
        of this
        Indenture and the Sale and Servicing Agreement in accordance with and within
        the
        time periods provided for herein and therein and recording or causing to
        be
        recorded all Mortgages, Assignments of Mortgage, all intervening Assignments
        of
        Mortgage and all assumption and modification agreements required to be recorded
        by the terms of the Sale and Servicing Agreement, in accordance with and
        within
        the time periods provided for in this Indenture and/or the Sale and Servicing
        Agreement, as applicable. Except as otherwise expressly provided therein,
        the
        Issuer shall not waive, amend, modify, supplement or terminate any Operative
        Agreement or any provision thereof without the consent of the Indenture Trustee
        and the Holders of a majority of the Outstanding Balance of the
        Notes.

       

      (d) If
        a
        responsible officer of the Owner Trustee shall have written notice or actual
        knowledge of the occurrence of an Event of Default under the Sale and Servicing
        Agreement, the Issuer shall promptly notify the Indenture Trustee and the
        Securities Administrator and each Rating Agency thereof, and shall specify
        in
        such notice the actions, if any, the Issuer is taking with respect to such
        default.

       

      (e) As
        promptly as possible after the giving of notice of termination to the Master
        Servicer of the Master Servicer’s rights and powers pursuant to Section 7.01 of
        the Sale and Servicing Agreement, the Indenture Trustee shall proceed in
        accordance with Sections 7.01 and 7.02 of the Sale and Servicing Agreement
        

       

      (f) Without
        derogating from the absolute nature of the assignment granted to the Indenture
        Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
        the Issuer agrees (i) that it will not, without the prior written consent
        of the
        Indenture Trustee and the Securities Administrator or the Holders of at least
        a
        majority in Outstanding Balance or Percentage Interest of the Noteholders
        affected thereby, amend, modify, waive, supplement, terminate or surrender,
        or
        agree to any amendment, modification, supplement, termination, waiver or
        surrender of, the terms of any  Collateral
        or
        the
        Operative Agreements (except to the extent otherwise provided in any such
        Operative Agreement), or waive timely performance or observance by any of
        the
        Securities Administrator, the Master Servicer or the Depositor of its respective
        duties under the Sale and Servicing Agreement; and (ii) that any such amendment
        shall not (A) increase or reduce in any manner the amount of, or accelerate
        or
        delay the timing of, payments that are required to be made for the benefit
        of
        the Noteholders or (B) reduce the aforesaid percentage of the Notes that
        is
        required to consent to any such amendment, without the consent of the Holders
        of
        all the Outstanding Notes affected thereby. If any such amendment, modification,
        supplement or waiver shall be so consented to by the Indenture Trustee or
        such
        Holders, the Issuer agrees, promptly following a request by the Indenture
        Trustee to do so, to execute and deliver, in its own name and at its own
        expense, such agreements, instruments, consents and other documents as the
        Securities Administrator may deem necessary or appropriate in the
        circumstances.


      
        
          
          

        

        
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      Section
        3.08. Negative
        Covenants.
        So long
        as any Notes are Outstanding, the Issuer shall not:

       

      (i) except
        as
        expressly permitted by this Indenture, the Trust Agreement, the Mortgage
        Loan
        Purchase Agreements or the Sale and Servicing Agreement, sell, transfer,
        exchange or otherwise dispose of any of the properties or assets of the Issuer,
        including those included in the Collateral, unless directed to do so by the
        Securities Administrator;

       

      (ii) claim
        any
        credit on, or make any deduction from the principal, interest or other amounts
        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 Collateral;

       

      (iii) engage
        in
        any business or activity other than as permitted by the Trust Agreement or
        the
        Sale and Servicing Agreement or other than in connection with, or relating
        to,
        the issuance of Notes pursuant to this Indenture, or take any action under
        Section 5.06 of the Trust Agreement that requires prior written consent of
        the
        Noteholders without such consent;

       

      (iv) (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 Collateral
        or any part thereof or any interest therein or the proceeds thereof (other
        than
        tax liens, mechanics’ liens and other liens that arise by operation of law, in
        each case with respect to any Collateral and arising solely as a result of
        an
        action or omission of a borrower or as otherwise permitted in the Sale and
        Servicing Agreement) or (C) permit the lien of this Indenture not to constitute
        a valid first priority (other than with respect to any such tax, mechanics’ or
        other lien or as otherwise permitted in the Sale and Servicing Agreement)
        security interest in the Collateral;

       

      (v) remove
        the Securities Administrator without cause unless the Rating Agency Condition
        shall have been satisfied in connection with such removal; or

       

      (vi) take
        any
        action or fail to take any action that would result in an imposition of tax
        on
        the Issuer.

       

      Section
        3.09. Annual
        Statement as to Compliance.
        So long
        as the Notes are outstanding, the Issuer will deliver to the Securities
        Administrator, within 120 days after the end of each fiscal year of the Issuer
        (commencing with the fiscal year 2007), an Officer’s Certificate stating, as to
        the Authorized Officer signing such Officer’s Certificate, that:

       

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


      
        
          
          

        

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

       

      Section
        3.10. Treatment
        of Notes as Debt for Tax Purposes.
        The
        Issuer shall, and shall cause the Securities Administrator and the Indenture
        Trustee to, treat the Notes (other than the Privately Offered Notes) as
        indebtedness for all federal, state and local tax purposes (except that any
        Class A Note held by a person that, for federal income tax purposes, owns
        or is
        treated as owning a 100% Percentage Interest of the Ownership Certificates
        shall
        not be treated as outstanding indebtedness for such purposes).

       

      Section
        3.11. No
        Other Business.
        The
        Issuer shall not engage in any business other than financing, purchasing,
        owning, selling and managing the Collateral in the manner contemplated by
        this
        Indenture and the other Operative Agreements and activities incidental
        thereto.

       

      Section
        3.12. No
        Borrowing.
        The
        Issuer shall not issue, incur, assume, guarantee or otherwise become liable,
        directly or indirectly, for any indebtedness other than the Notes.

       

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

       

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

       

      Section
        3.15. Removal
        of Securities Administrator.
        So long
        as any Notes are Outstanding, the Issuer shall not remove the Securities
        Administrator without cause.

       

      Section
        3.16. Restricted
        Payments.
        The
        Issuer shall not, directly or indirectly, (i) pay any dividend or make any
        distribution (by reduction of capital or otherwise), whether in cash, property,
        securities or a combination thereof, to the Owner Trustee or any owner of
        a
        beneficial interest in the Issuer or otherwise with respect to any ownership
        or
        equity interest or security in or of the Issuer, (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,
        the
        Issuer may make, or cause to be made, payments and distributions as contemplated
        by, and to the extent funds are available for such purpose under, this
        Indenture, the Sale and Servicing Agreement, the Trust Agreement or any other
        Operative Agreement. The Issuer will not, directly or indirectly, make payments
        to or cause to be made payments to or distributions from the Trust Accounts
        except in accordance with this Indenture and the other Operative
        Agreements.


      
        
          
          

        

        
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      Section
        3.17. Notice
        of Events of Default.
        The
        Issuer shall promptly, and in no event more than three Business Days following
        such event, give the Securities Administrator, the Indenture Trustee and
        each
        Rating Agency written notice of each Event of Default hereunder, and each
        default on the part of the Securities Administrator, the Master Servicer,
        a
        Servicer or the Depositor of its obligations under the Sale and Servicing
        Agreement, to the extent a responsible officer of the Owner Trustee shall
        have
        written notice or actual knowledge thereof.

       

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

       

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

       

      Section
        3.20. Representations
        and Warranties of the Issuer.
        (a)
        With respect to the Collateral, the Issuer represents and warrants
        that:

       

      (i) This
        Indenture creates a valid and continuing security interest (as defined in
        the
        applicable Uniform Commercial Code (the “UCC”)) in the Collateral in favor of
        the Indenture Trustee, which security interest is prior to all other liens,
        and
        is enforceable as such against creditors of and purchasers from the
        Issuer;

       

      (ii) The
        Mortgage Notes constitute “instruments” within the meaning of the applicable
        UCC;

       

      (iii) Immediately
        prior to the pledge hereunder, the Issuer owns and has good title to the
        Collateral free and clear of any lien, claim or encumbrance of any
        Person;

       

      (iv) The
        Issuer has received all consents and approvals required by the terms of the
        Collateral to the pledge of the Collateral hereunder to the Indenture
        Trustee;

       

      (v) All
        original executed copies of each Mortgage Note have been or will be delivered
        to
        the Indenture Trustee (or its custodian), as set forth in the Sale and Servicing
        Agreement;

       

      (vi) The
        Issuer has received a written acknowledgement from the Indenture Trustee
        (or its
        custodian) that it is holding the Mortgage Loans solely on behalf and for
        the
        benefit of the Indenture Trustee;


      
        
          
          

        

        
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      (vii) the
        Issuer has caused or will have caused, within ten days from the Closing Date,
        the filing of all appropriate financing statements in the proper filing office
        in the appropriate jurisdictions under applicable law in order to perfect
        the
        security interest in the Collateral granted to the Indenture Trustee
        hereunder;

       

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

       

      (ix) None
        of
        the Mortgage Notes has any marks or notations indicating that they have been
        pledged, assigned or otherwise conveyed to any Person other than the Indenture
        Trustee.

       

      (b) The
        representations and warranties set forth in this Section 3.20 shall survive
        the
        Closing Date and shall not be waived.

       

      ARTICLE
        IV

       

      SATISFACTION
        AND DISCHARGE

       

      Section
        4.01. 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) 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
        Paying Agent under Section 3.03 and of the Securities Administrator under
        Section 4.02) and (v) the rights of Noteholders as beneficiaries hereof with
        respect to the property so deposited with the Indenture Trustee or the
        Securities Administrator payable to all or any of them, and the Indenture
        Trustee, on demand of and at the expense of the Issuer, shall execute proper
        instruments acknowledging satisfaction and discharge of this Indenture with
        respect to the Notes, when either (a) the Sale and Servicing Agreement has
        been
        terminated pursuant to Article X thereof or (b)

       

      (I) either

       

      (A) all
        Notes
        theretofore authenticated and delivered (other than (i) Notes that have been
        destroyed, lost or stolen and that have been replaced or paid as provided
        in
        Section 2.05 and (ii) Notes for whose payment money has theretofore been
        deposited in trust or segregated and held in trust by the Issuer and thereafter
        repaid to the Issuer or discharged from such trust, as provided in Section
        3.03)
        have been delivered to the Securities Administrator for cancellation;
        or

       

      (B) all
        Notes
        not theretofore delivered to the Securities Administrator for
        cancellation


      
        
          
          

        

        
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      (i) have
        become due and payable,

       

      (ii) will
        become due and payable at the applicable Maturity Date within one year,
        or

       

      (iii) are
        to be
        called for redemption within one year under arrangements satisfactory to
        the
        Securities Administrator for the giving of notice of redemption by the
        Securities Administrator in the name, and at the expense, of the
        Issuer,

       

      and
        the
        Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited
        or
        caused to be irrevocably deposited with the Securities Administrator 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 not theretofore delivered to the Securities
        Administrator or the Note Registrar for cancellation when due to the Maturity
        Date or Redemption Date (if the Notes are called for redemption pursuant
        to
        Section 10.01 hereof), as the case may be;

       

      (II) the
        Issuer has paid or caused to be paid all other sums payable hereunder by
        the
        Issuer;

       

      (III) the
        Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an
        Opinion of Counsel (at the Issuer’s expense) and (if required by the TIA as
        confirmed in the Officer’s Certificate of the Issuer) an Independent
        Certificate from a firm of certified public accountants, each meeting the
        applicable requirements of Section 11.01 hereof and, subject to Section 11.02
        hereof, each stating that all conditions precedent herein provided for relating
        to the satisfaction and discharge of this Indenture with respect to the Notes
        have been complied with; and

       

      (IV) the
        Issuer has delivered to each Rating Agency notice of such satisfaction and
        discharge.

       

      The
        Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
        and deliver proper instruments acknowledging satisfaction and discharge of
        this
        Indenture with respect to the Notes, and shall pay, or assign or transfer
        and
        deliver, to or at the direction of the Issuer, all Collateral held by it
        after
        satisfaction of the conditions specified in clauses (I)(B), (II) and (III)
        above.

       

      Section
        4.02. Application
        of Trust Money.
        All
        moneys deposited with the Securities Administrator pursuant to Sections 3.03
        and
        4.01 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, as the Securities Administrator may determine,
        to the
        Holders of the particular Notes for the payment or redemption of which such
        moneys have been deposited with the Securities Administrator, of all sums
        due
        and to become due thereon for principal and interest; but such moneys need
        not
        be segregated from other funds except to the extent required herein or in
        the
        Sale and Servicing Agreement or required by law.

       

      Section
        4.03. Repayment
        of Moneys Held by Paying Agent.
        In
        connection with the satisfaction and discharge of this Indenture with respect
        to
        the Notes, all moneys then held by any Paying Agent other than the Securities
        Administrator under the provisions of this Indenture with respect to such
        Notes
        shall, upon demand of the Issuer, be paid to the Securities Administrator
        to be
        held and applied according to Section 3.03 and thereupon such Paying Agent
        shall
        be released from all further liability with respect to such
        moneys.


      
        
          
          

        

        
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      Section
        4.04. Trust
        Money Received by Indenture Trustee.
        If the
        Indenture Trustee receives any moneys in respect of the Collateral (other
        than
        with respect to any amounts in respect of any payments or reimbursements
        of
        fees, expenses or indemnity amounts properly owing to the Indenture Trustee
        pursuant to the terms of any of the Operative Agreements), the Indenture
        Trustee
        shall remit such funds promptly to the Securities Administrator.

       

      ARTICLE
        V

       

      EVENTS
        OF
        DEFAULT; REMEDIES

       

      Section
        5.01. Events
        of Default.
        (a)  “Event of Default,” wherever used herein, means 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) Default
        for one month or more in the payment of any Current Interest on any Class
        of
        Notes then outstanding when the same becomes due and payable under Section
        5.01
        of the Sale and Servicing Agreement;

       

      (ii) failure
        to pay the entire principal amount of any Note when the same becomes due
        and
        payable under the Sale and Servicing Agreement or on the applicable Maturity
        Date;

       

      (iii) failure
        to observe or perform any covenant or agreement of the Issuer made in this
        Indenture (other than a covenant or agreement, a default in the observance
        or
        performance of which is elsewhere in this Section specifically dealt with),
        or
        any representation or warranty of the Issuer made in this Indenture or in
        any
        certificate or other writing delivered pursuant hereto or in connection herewith
        proving to have been incorrect in any material respect as of the time when
        the
        same shall have been made, and such default shall continue or not be cured,
        or
        the circumstance or condition in respect of which such representation or
        warranty was incorrect shall not have been eliminated or otherwise cured,
        for a
        period of 60 days after there shall have been given, by registered or certified
        mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture
        Trustee by the Holders of at least 25% of the Outstanding 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;

       

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


      
        
          
          

        

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

       

      (vi) the
        transfer by any Holder of a beneficial ownership interest in the Ownership
        Certificates and the Privately Offered Notes in contravention of the transfer
        restrictions applicable to the Ownership Certificates and the Privately Offered
        Notes pursuant to Section 2.14, such that the Issuer is subject to federal
        corporate income or similar tax.

       

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

       

      Section
        5.02. Acceleration
        of Maturity; Rescission and Annulment.
        If an
        Event of Default should occur and be continuing of which a Responsible Officer
        of the Indenture Trustee has actual knowledge, then and in every such case
        the
        Indenture Trustee may, or shall, at the direction of the Majority Priority
        Class
        Noteholders, declare all the Notes to be immediately due and payable, by
        a
        notice in writing to the Issuer (and to the Indenture Trustee if given by
        Noteholders), and upon any such declaration the unpaid principal amount of
        such
        Notes, together with accrued and unpaid interest on the Notes through the
        date
        of acceleration, shall become immediately due and payable.

       

      At
        any
        time after such declaration of acceleration of maturity has been made and
        before
        a judgment or decree for payment of the money due has been obtained by the
        Indenture Trustee as provided in this Article V, the Majority Priority Class
        Noteholders, by written notice to the Issuer and the Indenture Trustee, may
        rescind and annul such declaration and its consequences if:

       

      (i) the
        Issuer has paid or deposited with the Securities Administrator a sum sufficient
        to pay:

       

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


      
        
          
          

        

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

       

      (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.

       

      The
        Holders of Non-Priority Class Notes shall have no right to exercise any
        Noteholders’ rights referred to in this Article V, except to the extent
        expressly provided herein.

       

      Section
        5.03. Collection
        of Indebtedness and Suits for Enforcement by Indenture Trustee.
        (a)  The Issuer covenants that if (i) default is made in the payment
        of any Current Interest on any Note when the same becomes due and payable,
        and
        such default continues for a period of five days, or (ii) default is made
        in the
        payment of the principal amount of any Note when the same becomes due and
        payable on the applicable Maturity Date, the Issuer will, upon demand of
        the
        Indenture Trustee, pay to the Securities Administrator, for the benefit of
        the
        Holders of the Notes, the whole amount then due and payable on such Notes
        for
        principal and interest, with interest on the overdue principal and, to the
        extent payment at such rate of interest shall be legally enforceable, on
        overdue
        installments of interest at the rate borne by such Notes and, in addition
        thereto, pay to the Indenture Trustee such further amount as shall be sufficient
        to cover the costs and expenses of collection, including the reasonable
        compensation, expenses, disbursements and advances of the Indenture Trustee
        and
        its agents and counsel.

       

      (b) In
        case
        the Issuer shall fail forthwith to pay such amounts upon such demand, the
        Indenture Trustee, in its own name and as trustee of an express trust, may,
        and
        shall, at the direction of the Majority Priority Class Noteholders institute
        a
        Proceeding for the collection of the sums so due and unpaid, and may prosecute
        such Proceeding to judgment or final decree, and may enforce the same against
        the Issuer upon such Notes and collect in the manner provided by law out
        of the
        property of the Issuer upon such Notes, wherever situated, the moneys adjudged
        or decreed to be payable.

       

      (c) If
        an
        Event of Default occurs and is continuing, the Indenture Trustee may, in
        its
        discretion, or shall, at the direction of the Majority Priority Class
        Noteholders, as more particularly provided in Section 5.04, 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 Issuer or any other obligor upon
        the
        Notes or any Person having or claiming an ownership interest in the Collateral,
        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, or liquidator,
        sequestrator or similar official shall have been appointed for or taken
        possession of the Issuer or its property or such other obligor or Person,
        or in
        case of any other comparable judicial Proceedings relative to the Issuer
        or
        other obligor upon the Notes, or to the creditors or property of the Issuer
        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:


      
        
          
          

        

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

       

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

       

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

       

      (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 Proceedings relative to the Issuer, its creditors and
        its
        property; and

       

      (v) to
        participate as a member of any official committee of creditors in the matters
        as
        it deems necessary or advisable;

       

      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 Securities Administrator and, in such event or 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 it or its agents, and all advances
        made, by the Indenture Trustee and each predecessor Indenture Trustee except
        as
        a result of negligence or bad faith.

       

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


      
        
          
          

        

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

       

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

       

      Section
        5.04. Remedies;
        Priorities.
        (a) If
        an Event of Default shall have occurred and be continuing of which a Responsible
        Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee
        may, and at the direction of the Majority Priority Class Noteholders shall,
        do
        one or more of the following (subject to Section 5.05):

       

      (i) institute
        Proceedings in its own name (as Indenture Trustee) 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 Issuer and any other obligor upon
        such
        Notes moneys adjudged due;

       

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

       

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

       

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

       

      provided,
        however,
        that
        the Indenture Trustee may not sell or otherwise liquidate any Collateral
        following an Event of Default, other than an Event of Default described in
        Section 5.01(i) or (ii), unless (A) the Holders of all Outstanding Notes
        consent
        thereto, (B) the proceeds of such sale or liquidation distributable to the
        Noteholders are sufficient to discharge in full all amounts then due and
        unpaid
        upon such Notes for principal and interest or (C) the Indenture Trustee
        determines that the Collateral will not continue to provide sufficient funds
        for
        the payment of principal of and interest on the Notes as they would have
        become
        due if the Notes had not been declared due and payable, and the Indenture
        Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Balance
        of
        the Notes. In determining such sufficiency or insufficiency with respect
        to
        clauses (B) and (C), the Indenture Trustee may, but need not, obtain (at
        the
        cost of the Issuer) 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 Collateral for such
        purpose.


      
        
          
          

        

        
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      (b) If
        the
        Indenture Trustee collects any money or property pursuant to this Article
        V, it
        shall remit such money or property to the Securities Administrator (other
        than
        amounts owing to it pursuant to clause first
        below),
        and the Securities Administrator shall pay out such money or property in
        the
        following order:

       

      first:
        in the
        following order, to the Indenture Trustee, for any indemnity expenses, costs
        or
        expenses, including any reasonable out-of-pocket attorneys’ fees and expenses,
        incurred by it in connection with the enforcement of the remedies provided
        for
        in this Article V and for any other unpaid amounts due to the Indenture Trustee
        hereunder or under any other Operative Agreement; to the Custodian, the
        Securities Administrator and the Master Servicer, to the extent of any fees
        and
        expenses due and owing to each of them under any Operative Agreement; and
        to the
        Owner Trustee, to the extent of any fees and expenses due and owing to it
        (including pursuant to Section 7.03 of the Trust Agreement) and for any other
        unpaid amounts due to the Owner Trustee hereunder or under the Sale and
        Servicing Agreement;

       

      second:
        to
        the
        Master Servicer and the Servicers for any Master Servicing Fees or Servicing
        Fees then due and unpaid and any unreimbursed Monthly Advances and other
        servicing advances;

       

      third:
        to
        the
        applicable parties, any other outstanding expenses of the Trust remaining
        unpaid;

       

      fourth:
        to
        the
        Notes, all accrued and unpaid interest thereon and amounts in respect of
        principal paid to the Trust, in each case according to the priorities set
        forth
        in Section 5.01 of
        the
        Sale and Servicing Agreement; provided,
        however,
        that no
        payments shall be made to the Holders of the Subordinated Notes or the Interest
        Only Notes under this Section 5.04(b) until all remaining amounts of principal
        and accrued and unpaid interest have been paid to the Holders of the Class
        A
        Notes; and

       

      fifth:
        to
        the
        Certificate Paying Agent for any amounts to be distributed to the Holders
        of the
        Ownership Certificates.

       

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

       

      Section
        5.05. Optional
        Preservation of the Collateral.
        If the
        Notes have been declared to be due and payable under Section 5.02 following
        an
        Event of Default and such declaration and its consequences have not been
        rescinded and annulled, the Indenture Trustee may, but need not, elect to
        maintain possession of the Collateral. 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 the Indenture Trustee shall
        take
        such desire into account when determining whether or not to maintain possession
        of the Collateral. In determining whether to maintain possession of the
        Collateral, the Indenture Trustee may, but need not, obtain and rely upon
        an
        opinion (at the expense of the Issuer) 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 Collateral for such
        purpose.


      
        
          
          

        

        
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      Section
        5.06. Limitation
        of Suits.
        Other
        than as otherwise expressly provided herein, 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:

       

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

       

      (ii) the
        Holders of not less than 25% of the Outstanding Balance of the Priority Class
        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
        Outstanding Balance 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 Outstanding Balance of the Notes, the Indenture
        Trustee shall take the action requested by the Holders of the largest percentage
        in Outstanding Balance of the Notes and, if there is no single largest
        percentage in Outstanding Balance of the Notes, in its sole discretion may
        determine what action, if any, shall be taken, notwithstanding any other
        provisions of this Indenture.

       

      Section
        5.07. Unconditional
        Rights of Noteholders To Receive Principal and Interest.
        Notwithstanding any other provisions in this Indenture, the Holder of any
        Note
        shall have the right, which is absolute and unconditional, to receive payment
        of
        the principal of, interest, if any, and Class A Deferred Amounts, if any,
        on
        such Note on or after the respective due dates thereof expressed in such
        Note or
        in this Indenture (or, in the case of exercise of a Clean-Up Call Right or
        Optional Notes Purchase Right, on or after the applicable Redemption Date)
        and
        to institute suit for the enforcement of any such payment, and such right
        shall
        not be impaired without the consent of such Holder.


      
        
          
          

        

        
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      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 Issuer, the
        Indenture Trustee and the Noteholders shall, subject to any determination
        in
        such Proceeding, be restored severally and respectively to their former
        positions hereunder, and thereafter all rights and remedies of the Indenture
        Trustee and the Noteholders shall continue as though no such Proceeding had
        been
        instituted.

       

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

       

      Section
        5.10. Delay
        or Omission Not a Waiver.
        No
        delay or omission of the Indenture Trustee or any Holder of any Note to exercise
        any right or remedy accruing upon any Default or Event of Default shall impair
        any such right or remedy or constitute a waiver of any such Default or Event
        of
        Default or an acquiescence therein. Every right and remedy given by this
        Article
        V or by law to the Indenture Trustee 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.
        Except
        as otherwise provided in Section 5.02, the Majority Priority Class Noteholders
        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 Collateral shall be by Holders of Notes representing
        not
        less than 100% of the Outstanding Balance of the Notes;

       

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


      
        
          
          

        

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

       

      Notwithstanding
        the rights of the Noteholders set forth in this Section, subject to Section
        6.01(g), 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. In the event the Indenture Trustee
        takes any action or follows any direction pursuant to this Indenture, the
        Indenture Trustee shall be entitled to indemnification against any loss or
        expense caused by taking such action or following such direction in accordance
        with Section 6.07.

       

      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 Majority Priority Class Noteholders may waive, in writing,
        any past Default or Event of Default and its consequences except a Default
        (a)
        in 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 Issuer,
        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 Default or impair any right consequent
        thereto.

       

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

       

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

       

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


      
        
          
          

        

        
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      Section
        5.15. 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 Issuer or by the levy of any execution under such judgment
        upon any portion of the Collateral or upon any of the assets of the Issuer.
        Any
        money or property collected by the Indenture Trustee and remitted to the
        Securities Administrator shall be applied by the Securities Administrator
        in
        accordance with Section 5.04(b).

       

      Section
        5.16. Performance
        and Enforcement of Certain Obligations.
        (a)
        Promptly following a request from the Indenture Trustee to do so and at the
        Issuer’s expense, the Issuer shall take all such lawful action as the Indenture
        Trustee may request to compel or secure the performance and observance by
        the
        Seller, the Initial Seller, the Depositor, the Securities Administrator,
        the
        Master Servicer or the Servicer, as applicable, of each of their obligations
        to
        the Issuer under or in connection with the Mortgage Loan Purchase Agreements
        and
        the Sale and Servicing Agreement, and to exercise any and all rights, remedies,
        powers and privileges lawfully available to the Issuer under or in connection
        with the Sale and Servicing Agreement to the extent and in the manner directed
        by the Indenture Trustee, including the transmission of notices of default
        on
        the part of the Seller, the Initial Seller, the Depositor, the Securities
        Administrator, the Master Servicer or a Servicer, as applicable, under the
        Mortgage Loan Purchase Agreements and Sale and Servicing Agreement and the
        institution of legal or administrative actions or proceedings to compel or
        secure performance by the Seller, the Initial Seller, the Depositor, the
        Securities Administrator, the Master Servicer or a Servicer, as applicable,
        of
        each of their applicable obligations under the Mortgage Loan Purchase Agreements
        and the Sale and Servicing Agreement. 

       

      (b) 
        If an
        Event of Default of which a Responsible Officer of the Indenture Trustee
        has
        actual knowledge has occurred and is continuing, the Indenture Trustee may,
        and
        at the direction (which direction shall be in writing or by telephone (confirmed
        in writing promptly thereafter)) of the Majority Priority Class Noteholders
        shall, exercise all rights, remedies, powers, privileges and claims of the
        Issuer against the Depositor, the Securities Administrator, the Master Servicer
        or a Servicer under or in connection with the Sale and Servicing Agreement
        or
        the Seller or Initial Seller under or in connection with the Mortgage Loan
        Purchase Agreements, including the right or power to take any action to compel
        or secure performance or observance by the Seller, the Initial Seller, the
        Depositor, the Securities Administrator, the Master Servicer or a Servicer,
        of
        each of their respective obligations to the Issuer thereunder and to give
        any
        consent, request, notice, direction, approval, extension or waiver under
        the
        Sale and Servicing Agreement, and any right of the Issuer to take such action
        shall be suspended.


      
        
          
          

        

        
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      ARTICLE
        VI

       

      THE
        INDENTURE TRUSTEE

       

      Section
        6.01. Duties
        of Indenture Trustee.
        (a) If
        an Event of Default has occurred and is continuing, the Indenture Trustee
        shall
        exercise the rights and powers vested in it by this Indenture and use the
        same
        degree of care and skill in their exercise as a prudent person would exercise
        or
        use under the circumstances in the conduct of such person’s own
        affairs.

       

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

       

      (i) the
        Indenture Trustee undertakes to perform such duties and only such duties
        as are
        specifically set forth in this Indenture on its part to be performed and
        shall
        not be liable except for the performance of such duties and obligations 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 on
        their face conforming to the requirements of this Indenture; however, the
        Indenture Trustee shall examine the certificates and opinions to determine
        whether or not they conform on their face 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, its own willful misconduct, except
        that:

       

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

       

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

       

      (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 this Indenture or upon a
        direction received by it from the requisite Noteholders pursuant to Article
        V;
        and

       

      (iv) the
        Indenture Trustee shall not be required to take notice or be deemed to have
        notice or knowledge of (a) any failure by the Issuer to comply with its
        obligations hereunder or in the other Operative Agreements or (b) any Default
        or
        Event of Default, unless a Responsible Officer of the Indenture Trustee assigned
        to and working in its corporate trust department obtains actual knowledge
        of
        such Default or Event of Default or shall have received written notice thereof.
        In the absence of such actual knowledge or notice, the Indenture Trustee
        may
        conclusively assume that there is no Default or Event of Default.

       

      (d) Every
        provision of this Indenture that in any way relates to the Indenture Trustee
        is
        subject to the provisions of this Section.


      
        
          
          

        

        
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      (e) The
        Indenture Trustee shall not be liable for indebtedness evidenced by or arising
        under any of the Operative Agreements, including principal of or interest
        on the
        Notes, or interest on any money received by it except as the Indenture Trustee
        may agree in writing with the Issuer.

       

      (f) Money
        held in trust by the Indenture Trustee (if any) need not be segregated from
        other funds except to the extent required by law or the terms of this Indenture
        or the Sale and Servicing Agreement.

       

      (g) No
        provision of this Indenture shall require the Indenture Trustee to expend,
        advance 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; provided,
        however,
        that the
        Indenture Trustee shall not refuse or fail to perform any of its duties
        hereunder solely as a result of nonpayment of its normal fees and
        expenses.

       

      (h) Every
        provision of this Indenture or any other Operative Agreement 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, Section 6.02
        and to
        the provisions of the TIA.

       

      (i) Anything
        in this Indenture to the contrary notwithstanding, in no event shall the
        Indenture Trustee be liable for special, indirect or consequential loss or
        damage of any kind whatsoever (including but not limited to lost profits),
        even
        if the Indenture Trustee has been advised of the likelihood of such loss
        or
        damage and regardless of the form of action.

       

      (j) The
        Indenture Trustee shall execute and deliver the Sale and Servicing Agreement
        and
        such other documents and instruments as shall be necessary or appropriate
        in
        accordance with its duties and obligations under this Indenture.

       

      (k) The
        Indenture Trustee shall not have any duty or obligation to manage, make any
        payment with respect to, register, record, sell, dispose of, or otherwise
        deal
        with the Collateral, or to otherwise take or refrain from taking any action
        under, or in connection with, any document contemplated hereby to which the
        Indenture Trustee is a party, except as expressly provided (i) in
        accordance with the powers granted to and the authority conferred upon the
        Indenture Trustee pursuant to this Indenture or any other Operative Agreement,
        and (ii) in accordance with any document or instruction delivered to the
        Indenture Trustee pursuant to the terms of this Indenture or any other Operative
        Agreement; and no implied duties or obligations shall be read into this
        Indenture or any other Operative Agreement against the Indenture Trustee.
        The
        Indenture Trustee shall have no responsibility to prepare or file any Securities
        and Exchange Commission filing for the Trust or to record this Indenture
        or any
        other Operative Agreement or to prepare or file any tax return for the Trust.
        The Indenture Trustee nevertheless agrees that it will, at its own cost and
        expense, promptly take all action as may be necessary to discharge any liens
        on
        any part of the Collateral that result from actions by, or claims against
        itself
        (in its individual capacity, and not in the capacity of Indenture Trustee)
        that
        are not related to the administration of the Collateral.


      
        
          
          

        

        
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      (l) In
        the
        absence of bad faith, negligence or willful misconduct on the part of the
        Indenture Trustee or the Securities Administrator, neither the Indenture
        Trustee
        nor the Securities Administrator shall be responsible for the application
        of any
        money by any Paying Agent other than the Indenture Trustee or the Securities
        Administrator, respectively. Neither the Indenture Trustee nor the Securities
        Administrator shall have any liability or responsibility for the acts or
        omissions of the other Person, it being understood that this Indenture shall
        not
        be construed to render them agents of one another.

       

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

       

      (b) Before
        the Indenture Trustee acts or refrains from acting, it may require an Officer’s
        Certificate or an Opinion of Counsel, which shall not be at the expense of
        the
        Indenture Trustee. 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. Any Opinion of Counsel with respect to legal matters
        relating to this Indenture, any Operative Agreement 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 any Opinion of Counsel of such counsel. The Issuer shall
        be
        responsible for the reasonable costs and expenses of any such counsel. The
        right
        of the Indenture Trustee to perform any discretionary act enumerated in this
        Indenture or in any Operative Agreement shall not be construed as a duty
        and the
        Indenture Trustee shall not be answerable for other than its negligence or
        willful misconduct in the performance of such act.

       

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

       

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

       

      (e) In
        the
        event that the Indenture Trustee is also acting as Paying Agent or Note
        Registrar hereunder or under any other Operative Agreement, the rights and
        protections afforded to the Indenture Trustee pursuant to this Article VI
        shall
        be afforded to such Paying Agent or Note Registrar.

       

      (f) The
        Indenture Trustee shall not be bound to make any investigation into the facts
        or
        matters stated in any resolution, certificate (including any Officers’
Certificate), statement, instrument, opinion (including any Opinion of Counsel),
        notice, request, direction, consent, order, bond, debenture or other paper
        or
        document, unless requested to do so in writing by Holders of Notes representing
        not less than 25% of the Outstanding Balance of the Notes and provided that
        such
        Holders shall have offered to the Indenture Trustee reasonable security or
        indemnity satisfactory to it against the costs, expenses and liabilities
        which
        may be incurred thereby.


      
        
          
          

        

        
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      (g) The
        Indenture Trustee shall not be required to give any bond or surety in respect
        of
        the performance of its powers and duties hereunder.

       

      (h) The
        permissive rights of the Indenture Trustee to do things enumerated in this
        Indenture shall not be construed as duties.

       

      Section
        6.03. Individual
        Rights of Indenture Trustee.
        The
        Indenture Trustee in its individual or any other capacity other than as
        Indenture Trustee may, and in its capacity as Indenture Trustee may not,
        become
        the owner or pledgee of Notes and may otherwise deal with the Issuer or its
        Affiliates with the same rights it would have if it were not Indenture Trustee.
        Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do
        the
        same with like rights. However, the Indenture Trustee must meet the eligibility
        criteria of Section 6.11.

       

      Section
        6.04. Indenture
        Trustee’s Disclaimer.
        The
        Indenture Trustee shall not be responsible for and makes no representation
        as to
        the validity or adequacy of any of the Operative Agreements or the Notes
        or the
        sufficiency of the Collateral; it shall not be accountable for the Issuer’s use
        of the proceeds from the Notes, and it shall not be responsible for any
        statement of the Issuer in this Indenture, any other Operative Agreement
        or in
        any other document issued in connection with the sale of the Notes or in
        the
        Notes.

       

      Section
        6.05. Notice
        of Defaults.
        If a
        Default occurs and is continuing and if a Responsible Officer of the Indenture
        Trustee has actual knowledge thereof, the Indenture Trustee shall give written
        notice thereof to the Securities Administrator who shall provide notice to
        each
        Noteholder within thirty (30) days after it acquires knowledge
        thereof.

       

      Section
        6.06. Reports
        by Indenture Trustee to Holders.
        The
        Securities Administrator shall deliver to each Noteholder such information
        with
        respect to the Notes as may be required to enable such holder to prepare
        its
        federal and state income tax returns and shall file such information returns
        with the Internal Revenue Service with respect to payments or accruals of
        interest on the Notes as are required to be filed under the Code or applicable
        Treasury Regulations.

       

      Section
        6.07. Compensation
        and Indemnity.
        The
        Indenture Trustee shall be entitled, as compensation for its services, the
        Indenture Trustee Fee to be paid by the Master Servicer as provided in the
        Sale
        and Servicing Agreement. The Indenture Trustee’s compensation shall not be
        limited by any law on compensation of a trustee of an express trust. The
        Indenture Trustee and any co-trustee shall be reimbursed on behalf of the
        Issuer
        from funds in the Accounts, as provided in the Sale and Servicing Agreement,
        for
        all reasonable out-of-pocket expenses incurred or made by it, including costs
        of
        collection, in addition to the compensation for its services (as provided
        in the
        Sale and Servicing Agreement) and indemnity payments. Reimbursable expenses
        under this Section shall include the reasonable compensation and expenses,
        disbursements and advances, if any, of the Indenture Trustee’s agents, counsel,
        accountants and experts. The Issuer shall indemnify the Indenture Trustee,
        any
        co-trustee and their respective employees, directors and agents, as provided
        in
        the Sale and Servicing Agreement and from funds in the Accounts, against
        any and
        all claims, losses, liabilities or expenses (including attorneys’ fees) incurred
        by it in connection with the administration of this trust and the performance
        of
        its duties hereunder or under any other Operative Agreement. The Indenture
        Trustee or co-trustee, as applicable, shall notify the Issuer promptly of
        any
        claim for which it may seek indemnity. Failure by the Indenture Trustee or
        the
        co-trustee, as applicable, to so notify the Issuer shall not relieve the
        Issuer
        of its obligations hereunder. The Issuer shall defend any such claim, and
        the
        Indenture Trustee and any co-trustee may have separate counsel fees and expenses
        of such counsel shall be payable on behalf of the Issuer from funds in the
        Accounts. The Issuer shall not be required to reimburse any expense or indemnify
        against any loss, liability or expense incurred by the Indenture Trustee
        or any
        co-trustee, as applicable, through the Indenture Trustee’s or co-trustee’s, as
        the case may be, own willful misconduct, negligence or bad
        faith.


      
        
          
          

        

        
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      The
        Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to
        this Section shall survive the resignation or removal of the Indenture Trustee
        and the termination of this Indenture. When the Indenture Trustee or any
        co-trustee incurs expenses after the occurrence of a Default specified in
        Section 5.01(iv) or (v) with respect to the Issuer, 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.
        The
        Indenture Trustee may resign at any time by giving 90 days’ written notice
        thereof to the Depositor, the Issuer, the Securities Administrator, each
        Noteholder and each Rating Agency. The Issuer shall remove the Indenture
        Trustee
        if:

       

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

       

      (ii) the
        Indenture Trustee is adjudged to be 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 Issuer shall promptly
        appoint a successor Indenture Trustee that satisfies the eligibility
        requirements of Section 6.11.

       

      The
        retiring Indenture Trustee agrees to cooperate with any successor Indenture
        Trustee in effecting the termination of the resigning or removed Indenture
        Trustee’s responsibilities and rights hereunder and shall promptly provide such
        successor Indenture Trustee all documents and records reasonably requested
        by it
        to enable it to assume the Indenture Trustee’s functions
        hereunder.


      
        
          
          

        

        
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      A
        successor Indenture Trustee shall deliver a written acceptance of its
        appointment to the retiring Indenture Trustee and to the Issuer. 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 30 days after the
        retiring Indenture Trustee resigns or is removed, the retiring Indenture
        Trustee, the Issuer or the Holders of a majority in Outstanding Balance 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.

       

      Section
        6.09. Successor
        Indenture Trustee or the Securities Administrator by Merger.
        (a)  If the Indenture Trustee or the Securities Administrator
        consolidates with, merges or converts into, or transfers all or substantially
        all its corporate trust business or assets to, another corporation or banking
        association, as applicable, the resulting, surviving or transferee corporation
        without any further act shall be the successor Indenture Trustee or successor
        Securities Administrator, as the case may be; provided
        that
        such corporation or banking association shall be otherwise qualified and
        eligible hereunder and under any other Operative Agreement. The Indenture
        Trustee or the Securities Administrator, as applicable, shall provide each
        Rating Agency prior written notice of any such transaction.

       

      (b) In
        case
        at the time such successor or successors by merger, conversion or consolidation
        to the Securities Administrator shall succeed to the obligations of the
        Securities Administrator under this Indenture any of the Notes which shall
        have
        been authenticated by the Securities Administrator but not delivered, any
        such
        successor to the Securities Administrator may adopt the certificate of
        authentication of any predecessor securities administrator 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 Securities Administrator may
        authenticate such Notes either in the name of any predecessor hereunder or
        in
        the name of the successor to the Securities Administrator; 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 Securities Administrator
        shall have.

       

      Section
        6.10. Appointment
        of Co-Indenture Trustee or Separate Indenture Trustee.
        (a)  Notwithstanding any other provisions of this Indenture, at any
        time, for the purpose of meeting any legal requirement of any jurisdiction
        in
        which any part of the Collateral may at the time be located, the Indenture
        Trustee shall have the power and may execute and deliver all instruments
        to
        appoint one or more Persons to act as a co-trustee or co-trustees, or separate
        trustee or separate trustees, of all or any part of the Trust Estate, and
        to
        vest in such Person or Persons, in such capacity and for the benefit of the
        Noteholders, such title to the Collateral, or any part thereof, and, subject
        to
        the other provisions of this Section, such powers, duties, obligations, rights
        and trusts as the Indenture Trustee may consider necessary or desirable.
        No
        co-trustee or separate trustee hereunder shall be required to meet the terms
        of
        eligibility as a successor trustee under Section 6.11 and no notice to
        Noteholders of the appointment of any co-trustee or separate trustee shall
        be
        required under Section 6.08 hereof.


      
        
          
          

        

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

       

      (i) all
        rights, powers, duties and obligations conferred or imposed upon the Indenture
        Trustee shall be conferred or imposed upon and exercised or performed by
        the
        Indenture Trustee and such separate trustee or co-trustee jointly (it being
        understood that such separate trustee or 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 Collateral
        or any
        portion thereof in any such jurisdiction) shall be exercised and performed
        singly by such separate trustee or co-trustee, but solely at the direction
        of
        the Indenture Trustee;

       

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

       

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

       

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

       

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

       

      (e) Notwithstanding
        the foregoing, no such co-trustee or separate trustee shall be vested with
        any
        powers, rights or remedies under this Indenture unless such party has agreed
        to
        comply with Section 6.14(c) of this Indenture to the extent applicable to
        it.

       

      Section
        6.11. Eligibility;
        Disqualification.
        The
        Indenture Trustee shall at all times (i) satisfy the requirements of TIA
        Section
        310(a), (ii) have a combined capital and surplus of at least $100,000,000
        as set
        forth in its most recently published annual report of condition, (iii) have
        a
        long-term debt rating equivalent to “A” or better by the Rating Agencies or be
        otherwise acceptable to the Rating Agencies and (iv) not be an Affiliate
        of the
        Issuer or the Owner Trustee. The Indenture Trustee shall comply with TIA
        Section
        310(b), including the optional provision permitted by the second sentence
        of TIA
        Section 310(b)(9); provided,
        however,
        that
        there shall be excluded from the operation of TIA Section 310(b)(1) any
        indenture or indentures under which other securities of the Issuer are
        outstanding if the requirements for such exclusion set forth in TIA Section
        310(b)(1) are met.


      
        
          
          

        

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

       

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

       

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

       

      (c) the
        consummation of the transactions contemplated by this Indenture and the
        fulfillment of the terms hereof do not conflict with, result in any breach
        of
        any of the terms and provisions of, or constitute (with or without notice
        or
        lapse of time) a default under the articles of 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; and

       

      (d) to
        the
        Indenture Trustee’s 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: (i) asserting the invalidity of this Indenture,
        (ii)
        seeking to prevent the consummation of any of the transactions contemplated
        by
        this Indenture or (iii) seeking any determination or ruling that might
        materially and adversely affect the performance by the Indenture Trustee
        of its
        obligations under, or the validity or enforceability of, this
        Indenture.

       

      Section
        6.13. Preferential
        Collection of Claims Against Issuer.
        

       

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

       

      Section
        6.14. Reporting
        Requirements of the Commission.
        

       

      (a) The
        Paying Agent shall provide the assessments, attestations, certificates and
        other
        notices required by this section 6.14. Notwithstanding the foregoing after
        the
        occurrence of such event and provided the Depositor is not otherwise provided
        with such reports or copies of such reports, the Paying Agent shall be obligated
        to provide a copy of such reports by March 15 of each year to the
        Depositor.

       

      (b) Assessment
        of Compliance. 


      
        
          
          

        

        
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      (i) By
        March
        15 of each year, commencing in March 2008, the Paying Agent, at its own expense,
        shall furnish, and shall cause any Subservicer or Subcontractor engaged by
        it to
        furnish, at its own expense, to the Sponsor, the Depositor, the Owner Trustee
        and the Securities Administrator, a report on an assessment of compliance
        with
        the Relevant Servicing Criteria as set forth on Exhibit K to the Sale and
        Servicing Agreement that contains (A) a statement by such party of its
        responsibility for assessing compliance with the Relevant Servicing Criteria,
        (B) a statement that such party used the Servicing Criteria to assess compliance
        with the Relevant Servicing Criteria, (C) such party’s assessment of compliance
        with the Relevant Servicing Criteria as of and for the fiscal year covered
        by
        the Form 10-K required to be filed pursuant to Section 3.19(b) of the Sale
        and
        Servicing Agreement, including, if there has been any material instance of
        noncompliance with the Relevant Servicing Criteria, a discussion of each
        such
        failure and the nature and status thereof, and (D) a statement that a registered
        public accounting firm has issued an attestation report on such party’s
        assessment of compliance with the Relevant Servicing Criteria as of and for
        such
        period. The Depositor may rely on such certification provided by the Paying
        Agent in signing a Sarbanes Certification and causing such certification
        to be
        filed with the Commission. 

       

      (ii) When
        the
        Paying Agent (and any Subservicer or Subcontractor engaged by such party)
        submit
        their assessments, such parties will also at such time include the assessment
        (and attestation pursuant to subsection (b) of this Section 6.14) of each
        Subservicer or Subcontractor engaged by such party and shall indicate what
        Relevant Servicing Criteria will be addressed in any such reports prepared
        by
        any such Subservicer or Subcontractor.

       

      (c) By
        March
        15 of each year, commencing in March 2008, the Paying Agent, at its own expense,
        shall cause, and shall cause any Subservicer or Subcontractor engaged by
        it to
        cause, at its own expense, a registered public accounting firm (which may
        also
        render other services to the Securities Administrator) that is a member of
        the
        American Institute of Certified Public Accountants to furnish a report to
        the
        Sponsor, the Depositor, the Securities Administrator and the Owner Trustee,
        to
        the effect that (A) it has obtained a representation regarding certain matters
        from the management of such party, which includes an assertion that such
        party
        has complied with the Relevant Servicing Criteria, and (B) on the basis of
        an
        examination conducted by such firm in accordance with standards for attestation
        engagements issued or adopted by the PCAOB, it is expressing an opinion as
        to
        whether such party’s compliance with the Relevant Servicing Criteria was fairly
        stated in all material respects, or it cannot express an overall opinion
        regarding such party’s assessment of compliance with the Relevant Servicing
        Criteria. In the event that an overall opinion cannot be expressed, such
        registered public accounting firm shall state in such report why it was unable
        to express such an opinion. Such report must be available for general use
        and
        not contain restricted use language.

       

      (d) Each
        of
        the Indenture
        Trustee and the Paying Agent shall promptly notify the Sponsor, the Owner
        Trustee, the
        Securities Administrator
        and the
        Depositor (i) of any legal proceedings pending against the Indenture Trustee
        or
        the Paying Agent of the type described in Item 1117 (§
        229.1117) of
        Regulation AB and (ii) if the Indenture Trustee or the Paying Agent shall
        become
        (but only to the extent not previously disclosed to the Master Servicer and
        the
        Depositor) at any time an affiliate of any of the parties listed on Exhibit
        E to
        the Trust Agreement.


      
        
          
          

        

        
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      (e) The
        Paying Agent shall give prior written notice to the Sponsor, the Owner Trustee,
        the Securities Administrator and the Depositor of the appointment of any
        Subcontractor by such party and a written description (in form and substance
        satisfactory to the Sponsor and the Depositor) of the role and function of
        each
        Subcontractor utilized by such party specifying (A) the identity of each
        such
        Subcontractor and (B) which elements of the servicing criteria set forth
        under
        Item 1122(d) of Regulation AB will be addressed in assessments of compliance
        provided by each such Subcontractor. The Paying Agent agrees to indemnify
        the
        Sponsor, the Depositor, the Issuer, the Securities Administrator and the
        Master
        Servicer, and each of their respective directors, officers, employees and
        agents
        and hold each of them harmless from and against any losses, damages, penalties,
        fines, forfeitures, legal fees and expenses and related costs, judgments,
        and
        any other costs, fees and expenses that any of them may sustain arising out
        of
        or based upon the engagement of any Subcontractor in violation of this
        subsection or any failure by the Paying Agent, to deliver any information,
        report, certification, accountants’ letter or other material when and as
        required under this Section 6.14.

       

      (f) The
        Paying Agent shall deliver to the Sponsor, the Depositor, the Securities
        Administrator and the Owner Trustee on or before March 15 of each year,
        commencing on March 15, 2008, an Officer’s Certificate, certifying that with
        respect to the period ending December 31 of the prior year: (i) such Servicing
        Officer has reviewed the activities of such party during the preceding calendar
        year or portion thereof and its performance under this Indenture, (ii) to
        the
        best of such Servicing Officer’s knowledge, based on such review, the Paying
        Agent has performed and fulfilled its duties, responsibilities and obligations
        under this Indenture, in all material respects throughout such year, or,
        if
        there has been a default in the fulfillment of any such duties, responsibilities
        or obligations, specifying each such default known to such Servicing Officer
        and
        the nature and status thereof, (iii) nothing has come to the attention of
        such
        Servicing Officer to lead such Servicing Officer to believe that the Paying
        Agent has failed to perform any of its duties, responsibilities and obligations
        under this Indenture, in all material respects throughout such year, or,
        if
        there has been a material default in the performance or fulfillment of any
        such
        duties, responsibilities or obligations, specifying each such default known
        to
        such Servicing Officer and the nature and status thereof. 

       

      ARTICLE
        VII

       

      NOTEHOLDERS’
        LISTS AND REPORTS

       

      Section
        7.01. Issuer
        To Furnish Names and Addresses of Noteholders.
        The
        Note Registrar will furnish or cause to be furnished to the Securities
        Administrator and the Indenture Trustee or at the Indenture Trustee’s or the
        Securities Administrator’s direction (a) not more than five days after each
        Record Date, a list, in such form as the Indenture Trustee or the Securities
        Administrator 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 or the Securities Administrator may request in writing, within 30
        days
        after receipt by the Note Registrar 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 or the Securities Administrator is the Note
        Registrar, no such list shall be required to be furnished to the applicable
        Person.


      
        
          
          

        

        
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      Section
        7.02. Preservation
        of Information; Communications to Noteholders.
        (a) The
        Note Registrar 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 and the Securities
        Administrator as provided in Section 7.01 and the names and addresses of
        Holders
        of Notes received by the Securities Administrator in its capacity as Note
        Registrar. The Indenture Trustee may destroy any list furnished to it as
        provided in Section 7.01 upon receipt of a new list so furnished. If three
        or
        more Noteholders, or one or more Holders of a Class of Notes evidencing not
        less
        than 25% of the Outstanding Balance thereof (hereinafter referred to as
“Applicants”), apply in writing to the Securities Administrator, and such
        application states that the Applicants desire to communicate with other holders
        with respect to their rights under this Indenture or under the Notes, then
        the
        Securities Administrator shall, within five Business Days after the receipt
        of
        such application, afford such Applicants access, during normal business hours,
        to the current list of Holders. Every Holder, by receiving and holding a
        Note,
        agrees with the Issuer, the Securities Administrator, the Note Registrar
        and the
        Indenture Trustee that none of the Issuer, the Securities Administrator or
        the
        Indenture Trustee shall be held accountable by reason of the disclosure of
        any
        such information as to the names and addresses of the Holders under this
        Indenture, regardless of the source from which such information was
        derived.

       

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

       

      (b) The
        Issuer, the Indenture Trustee, Securities Administrator and the Note Registrar
        shall have the protection of TIA Section 3l2(c).

       

      Section
        7.03. Reports
        by Issuer.
        (a) The
        Issuer shall:

       

      (i) file
        with
        the Indenture Trustee and the Commission in accordance with the rules and
        regulations prescribed from time to time by the Commission such additional
        information, documents and reports with respect to compliance by the Issuer
        with
        the conditions and covenants of this Indenture as may be required from time
        to
        time by such rules and regulations. Delivery of such information, documents
        and
        reports to the Indenture Trustee is for informational purposes only and the
        Indenture Trustee’s receipt of such reports shall not constitute constructive
        notice of any information contained therein or determinable from information
        contained therein, including the Issuer’s compliance with any of its covenants
        hereunder (as to which the Indenture Trustee is entitled to rely exclusively
        on
        Officers’ Certificates); and

       

      (ii) supply
        to
        the Indenture Trustee and the Securities Administrator (and the Securities
        Administrator on behalf of the Indenture Trustee shall transmit by mail to
        all
        Noteholders described in TIA Section 313(c) to the extent required by applicable
        law) such summaries of any information, documents and reports required to
        be
        filed by the Issuer pursuant to clause (i) of this Section 7.03(a) and by
        rules
        and regulations prescribed from time to time by the Commission.


      
        
          
          

        

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

       

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

       

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

       

      ARTICLE
        VIII

       

      ACCOUNTS,
        DISBURSEMENTS AND RELEASES

       

      Section
        8.01. Collection
        of Money.
        Except
        as otherwise expressly provided herein, the Securities Administrator 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 or the
        Securities Administrator pursuant to this Indenture. The Securities
        Administrator 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 Collateral, the Securities Administrator
        may
        take such action as may be appropriate to enforce such payment or performance,
        including the institution and prosecution of appropriate Proceedings. Any
        such
        action shall be without prejudice to any right to claim a Default or Event
        of
        Default under this Indenture and any right to proceed thereafter as provided
        in
        Article V.

       

      Section
        8.02. Note
        Payment Account and Certificate Distribution Account.
        (a) On
        or prior to the Closing Date, the Securities Administrator shall establish
        and
        maintain the Note Payment Account in the name of Wells
        Fargo Bank, N.A., as Securities Intermediary for the benefit of the
Indenture Trustee and the Noteholders, and the Certificate Distribution
        Account in the name of the Issuer, as provided in Article V of the Sale and
        Servicing Agreement and Article IV of the Trust Agreement, respectively.
        

       

      (a) On
        each
        Payment Date and each Redemption Date, the Paying Agent (or, if the Securities
        Administrator acts as Paying Agent, the Securities Administrator) shall
        distribute all amounts on deposit in the Note Payment Account as provided
        in
        Section 5.01 of the Sale and Servicing Agreement.

       

      (b) On
        each
        Payment Date and each Redemption Date, the Securities Administrator hereby
        authorizes the Owner Trustee or the Certificate Paying Agent, as applicable,
        to
        make the distributions from the Certificate Distribution Account as required
        pursuant to Section 4.05 of the Sale and Servicing Agreement and Section
        4.02 of
        the Trust Agreement.


      
        
          
          

        

        
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      Section
        8.03. General
        Provisions Regarding Accounts.
        Funds
        in the Note Payment Account maintained by the Securities Administrator shall
        be
        invested as provided in the Sale and Servicing Agreement.

       

      Section
        8.04. Release
        of Collateral.
        (a)
        Subject to the payment of its fees and expenses pursuant to Section 6.07,
        the
        Indenture Trustee may, and when required by the provisions of this Indenture
        and
        the Sale and Servicing Agreement 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 this Article VIII shall be bound to
        ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
        any conditions precedent or see to the application of any monies.

       

      (a) At
        such
        time as the Securities Administrator notifies the Indenture Trustee in writing
        that there are no Notes outstanding and all sums due to the Noteholders pursuant
        to the Sale and Servicing Agreement and any fees and expenses of the Indenture
        Trustee, the Master Servicer, the Securities Administrator, the Custodian,
        the
        Owner Trustee and the Servicers pursuant to this Indenture or any other
        Operative Agreement have been paid, the Indenture Trustee shall release any
        remaining portion of the Collateral that secured the Notes from the lien
        of this
        Indenture, and the Securities Administrator shall release to the Issuer or
        any
        other Person entitled thereto any funds then on deposit in the Note Payment
        Account. The Indenture Trustee shall release property from the lien of this
        Indenture and the Securities Administrator shall release the remaining funds
        on
        deposit in the Note Payment Account pursuant to this subsection (b) only
        upon
        receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion
        of Counsel and (if required by the TIA) Independent Certificates in accordance
        with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements
        of
        Section 11.01 hereof each of which documents and opinions shall be at the
        expense of the Issuer.

       

      ARTICLE
        IX

       

      SUPPLEMENTAL
        INDENTURES

       

      Section
        9.01. Supplemental
        Indentures Without Consent of Noteholders.
        (a)
        Without the consent of the Holders of any Notes but with prior notice to
        each
        Rating Agency, the Issuer, the Securities Administrator and the Indenture
        Trustee, when authorized by an Issuer Order, 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 Securities Administrator,
        for
        any of the following purposes:

       

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

       

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


      
        
          
          

        

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

       

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

       

      (v) (A)
        to
        cure any ambiguity, (B) to correct or supplement any provision herein or
        in any
        supplemental indenture that may be inconsistent with any other provisions
        herein
        or in any supplemental indenture or to conform the provisions hereof to those
        of
        an Offering Document, (C) to obtain or maintain a rating for a Class of Notes
        from a nationally recognized statistical rating organization, (D) to make
        any
        other provisions with respect to matters or questions arising under this
        Indenture; provided,
        however,
        that no
        such supplemental indenture entered into pursuant to clause (D) of this
        subparagraph (v) shall adversely affect in any material respect the interests
        of
        any Holder not consenting thereto; 

       

      (vi) 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

       

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

       

      The
        Indenture Trustee is hereby authorized to join in the execution of any such
        supplemental indenture and to make any further appropriate agreements and
        stipulations that may be therein contained.

       

      (b) A
        letter
        from each Rating Agency addressed and delivered to the Indenture Trustee
        to the
        effect that any supplemental indenture entered into pursuant to this Section
        9.01 will not cause the then-current ratings on the Notes to be qualified,
        reduced or withdrawn shall constitute conclusive evidence that such amendment
        does not adversely affect in any material respect the interests of the
        Noteholders.

       

      Section
        9.02. Supplemental
        Indentures with Consent of Noteholders.
        The
        Issuer, the Securities Administrator and the Indenture Trustee, when authorized
        by an Issuer Order, also may, with prior notice to each Rating Agency and
        with
        the consent of the Holders of not less than 66-2/3% of the Outstanding Balance
        of the Notes, by Act of such Holders delivered to the Issuer and the Securities
        Administrator, 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
        Outstanding 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, 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 Collateral 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 (or, in the case of redemption, on or after the Redemption
        Date), (ii) alter the obligations of the Master Servicer to make a
        Monthly Advance or alter the master servicing standards set forth in the
        Sale
        and Servicing Agreement or the Servicing Agreement, (iii) reduce the
        aforesaid percentages of Notes the Holders of which are required to consent
        to
        any such supplemental indenture or to waive compliance with any provision
        of
        this Indenture, without the consent of the Holders of all Notes affected
        thereby, (iv) modify or alter the provisions of the proviso to the
        definition of the term “Outstanding”, (v) reduce the percentage of the
        Outstanding Amount of the Notes required to direct the Indenture Trustee
        to
        direct the Issuer to sell or liquidate the Collateral pursuant to Section
        5.04,
        (vi) modify any provision of this Section except to increase any percentage
        specified herein or to provide that certain additional provisions of this
        Indenture or the Operative Agreements cannot be modified or waived without
        the
        consent of the Holder of each Outstanding Note affected thereby,
        (vii) 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 or (viii) 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 Collateral 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.


      
        
          
          

        

        
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      The
        Indenture Trustee shall be entitled to conclusively rely on an Opinion of
        Counsel (at the expense of the party requesting the supplemental indenture)
        to
        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.

       

      In
        connection with requesting the consent of the Noteholders pursuant to this
        Section, the Issuer 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. It shall not be necessary
        for any Act of Noteholders under this Section to approve the particular form
        of
        any proposed supplemental indenture, but it shall be sufficient if such Act
        shall approve the substance thereof.

       

      Promptly
        after the execution by the Issuer and the Indenture Trustee of any supplemental
        indenture pursuant to this Section, the Securities Administrator shall mail
        or
        shall cause to be mailed to the Holders of the Notes to which such amendment
        or
        supplemental indenture relates and each Rating Agency a notice setting forth
        in
        general terms the substance of such supplemental indenture. Any failure of
        the
        Securities Administrator 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 Securities Administrator and the Indenture
        Trustee shall be entitled to receive, and subject to Section 6.02, shall
        be
        fully protected in relying upon, an Opinion of Counsel to the effect provided
        in
        Section 9.08. 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.


      
        
          
          

        

        
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      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 Issuer and
        the
        Holders of the Notes shall thereafter be determined, exercised and enforced
        hereunder subject in all respects to such modifications and amendments, and
        all
        the terms and conditions of any such supplemental indenture shall be and
        be
        deemed to be part of the terms and conditions of this Indenture for any and
        all
        purposes.

       

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

       

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

       

      Section
        9.07. Amendments
        to Trust Agreement.
        The
        Indenture Trustee shall, upon Issuer Order, consent to any proposed amendment
        to
        the Trust Agreement or an amendment to or waiver of any provision of any
        other
        document relating to the Trust Agreement, such consent to be given without
        the
        necessity of obtaining the consent of the Holders of any Notes upon satisfaction
        of the requirements under Section 10.01 of the Trust Agreement.

       

      Section
        9.08. Opinion
        of Counsel.
        In
        connection with any supplemental indenture pursuant to this Article IX, the
        Indenture Trustee shall be entitled to receive, at the expense of the Issuer
        or
        requesting party, as applicable, an Opinion of Counsel to the effect that
        such
        supplemental indenture is authorized or permitted by this Indenture and that
        all
        conditions precedent to the execution of such supplemental indenture in
        accordance with the relevant provisions of this Article IX have been
        met.

       

      Nothing
        in this Section shall be construed to require that any Person obtain the
        consent
        of the Indenture Trustee to any amendment or waiver or any provision of any
        document where the making of such amendment or the giving of such waiver
        without
        obtaining the consent of the Indenture Trustee is not prohibited by this
        Indenture or by the terms of the document that is the subject of the proposed
        amendment or waiver.


      
        
          
          

        

        
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      ARTICLE
        X

       

      REDEMPTION
        OR CALL OF THE NOTES

       

      Section
        10.01. Redemption
        or Call of the Notes .
        (a) TMI
        will have an assignable option to call all outstanding Notes, in whole but
        not
        in part, on any Payment Date on or after the Optional Notes Purchase Date
        in the
        manner specified herein and subject to the provisions of Section 10.03 of
        the
        Sale and Servicing Agreement. Upon exercise of the Optional Notes Purchase
        Right, the Notes shall remain outstanding and neither the lien of the Indenture
        with respect to the Collateral securing the Notes nor the Notes shall be
        terminated. The Notes shall not merge with the security therefor, but shall
        remain validly outstanding. Upon exercise of the Optional Notes Purchase
        Right,
        the Issuer shall execute, and the Securities Administrator shall authenticate
        and prepare for delivery on the Optional Notes Purchase Date new Notes
        evidencing Book-Entry Notes or Definitive Notes (as directed by the holder
        of
        the Optional Notes Purchase Right), and the Issuer shall issue such new Notes
        to
        the holder of the Optional Notes Purchase Right against receipt by the
        Securities Administrator of immediately available funds in an amount not
        less
        than the Note Purchase Price on the Optional Notes Purchase Date.

       

      (a) The
        Notes
        are subject to early redemption upon the exercise of a Clean-Up Call Right
        pursuant to Section 10.01(a) of the Sale and Servicing Agreement.

       

      (b) If
        a
        Clean-Up Call Right is to be exercised pursuant to Section 10.01(a) of the
        Sale
        and Servicing Agreement, Thornburg Mortgage Home Loans, Inc. (or its assignee)
        or Wells Fargo Bank, N.A., as applicable, shall furnish notice of such exercise
        to the Securities Administrator and the Indenture Trustee not later than
        fifteen
        (15) days prior to the applicable Clean-Up Call Date. The party exercising
        such
        Clean-Up Call Right shall deposit the Clean-Up Call Purchase Price by 10:00
        A.M.
        New York City time on the Business Day prior to the applicable Redemption
        Date
        with the Securities Administrator which shall promptly deposit it into the
        Note
        Payment Account, whereupon, upon the furnishing of a notice complying with
        Section 10.02 hereof to each Holder of the Notes, all such applicable Notes
        shall be due and payable on the applicable Redemption Date. The Issuer shall
        furnish each Rating Agency and the Indenture Trustee and the Securities
        Administrator notice of any exercise of a Clean-Up Call Right or the Optional
        Notes Purchase Right in accordance with Section 10.02 hereof. 

       

      Section
        10.02. Form
        of Redemption or Call Notice.
        Notice
        of redemption or call under Section 10.01 shall be given by the Securities
        Administrator by first-class mail, postage prepaid, or by facsimile mailed
        or
        transmitted not later than ten (10) days prior to the applicable Clean-Up
        Call
        Date or Optional Notes Purchase Date, as applicable, to each then Holder
        of each
        Class of Notes to be redeemed or called, as of the close of business on the
        Record Date preceding such Clean-Up Call Date or Optional Notes Purchase
        Date,
        as applicable, at such Holder’s address or facsimile number appearing in the
        Note Register.

       

      All
        notices of redemption or call shall state:

       

      (i) the
        Clean-Up Call Date or Optional Notes Purchase Date, as applicable;

       

      (ii) the
        Clean-Up Call Purchase Price or Note Purchase Price, as
        applicable;


      
        
          
          

        

        
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      (iii) that
        (A) on the Optional Notes Purchase Date, (1) the Note Purchase Price will
        become due and payable only with respect to the then Holders of Notes and
        that
        the amount payable in respect of the called Notes shall be limited to the
        Note
        Purchase Price therefor and (2) that interest thereon shall cease to accrue
        on
        the date specified on the notice for the benefit of, and that payment of
        the
        Note Purchase Price will be made to, the Persons whose names appear as the
        registered holders thereof on the Note Register as of the Record Date applicable
        to such Optional Notes Purchase Date and identified in such notice of call
        or
        (B) on a Clean-Up Call Date, (1) interest thereon shall cease to
        accrue on the date specified in the notice and (2) the payment of all other
        amounts described in Section 10.01(a) of the Sale and Servicing Agreement
        will
        be made; and

       

      (iv) the
        place
        where such Notes are to be surrendered for payment of the Clean-Up Call Price
        or
        Note Purchase Price (which shall be the office or agency of the Issuer to
        be
        maintained as provided in Section 3.02).

       

      Notice
        of
        redemption or call of the Notes shall be given by the Securities Administrator
        in the name of the Issuer in the case of a Clean-Up Call or the Person effecting
        the Optional Notes Purchase Right, as applicable, and at the expense of the
        Person exercising the Clean-Up Call Right or the Optional Notes Purchase
        Right,
        as applicable. Failure to give notice as provided in this Section 10.02,
        or any
        defect therein, to any Holder of any Note shall not impair or affect the
        validity of the redemption or call of any other Note.

       

      Section
        10.03. Notes
        Payable on Clean-Up Call Date or Optional Notes Purchase Date .
        Each
        Class of Notes to be redeemed or called shall, following notice of redemption
        or
        call as required under Section 10.02 hereof on the applicable Clean-Up Call
        Date
        or Optional Notes Purchase Date become due and payable at the Clean-Up Call
        Purchase Price or Note Purchase Price and (except pursuant to Section 10.01(a)
        or unless Thornburg Mortgage Home Loans, Inc. (or its assignee) or Wells
        Fargo
        Bank, N.A., as applicable, shall default in the payment of the Clean-Up Call
        Purchase Price or the Note Purchase Price, as applicable) no interest shall
        accrue thereon (for the benefit of the prior Holder of a Note in the case
        of the
        Optional Notes Purchase Date) for any period after the date to which accrued
        interest is calculated for purposes of calculating the Clean-Up Call Purchase
        Price or Note Purchase Price. The Issuer may not redeem any Class of Notes
        unless (i) all outstanding obligations under such Class of Notes have been
        paid
        in full and (ii) each of the Indenture Trustee and the Securities Administrator
        have been paid all amounts to which they are entitled hereunder.

       

      ARTICLE
        XI

       

      MISCELLANEOUS

       

      Section
        11.01. Compliance
        Certificates and Opinions, etc.
        Upon
        any application or request by the Issuer to the Indenture Trustee to take
        any
        action under any provision of this Indenture, the Issuer 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, (ii) an Opinion of Counsel stating that in
        the
        opinion of such counsel all such conditions precedent, if any, have been
        complied with, and (iii) (if required by the TIA) an Independent
        Certificate from a firm of certified public accountants meeting the applicable
        requirements of this Section, 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.


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      Section
        11.04. Notices,
        etc., to Indenture Trustee, Issuer 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 Issuer shall be sufficient
        for
        every purpose hereunder if made, given, furnished or filed in writing to
        or with
        the Indenture Trustee at its Corporate Trust Office, or


      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      


       

      (ii) the
        Securities Administrator by the Indenture Trustee, any Noteholder or by the
        Issuer shall be sufficient for every purpose hereunder if made, given, furnished
        or filed in writing to or with the Securities Administrator at its Corporate
        Trust Office, or

       

      (iii) the
        Issuer by the Indenture Trustee or any Noteholder shall be sufficient for
        every
        purpose hereunder if in writing and mailed first-class, postage prepaid to
        the
        Issuer addressed to the address provided in the Sale and Servicing Agreement,
        or
        at any other address previously furnished in writing to the Indenture Trustee
        by
        the Issuer. The Issuer 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 Issuer, the Indenture
        Trustee, the Securities Administrator or the Owner Trustee shall be in writing,
        personally delivered or mailed by certified mail, return receipt requested,
        to
        the addresses provided in the Sale and Servicing Agreement or such other
        address
        as shall be designated by written notice to the other parties.

       

      Section
        11.05. 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 Holder’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.

       

      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 Securities Administrator 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 a Default or Event of
        Default.

       

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


      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      


       

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

       

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

       

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

       

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

       

      Section
        11.10. Benefits
        of Indenture and Consents of Noteholders.
        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, the Owner Trustee
        and the Noteholders, any benefit or any legal or equitable right, remedy
        or
        claim under this Indenture. Each Noteholder and Note Owner, by acceptance
        of a
        Note or, in the case of a Note Owner, a beneficial interest in a Note, consents
        to and agrees to be bound by the terms and conditions of this
        Indenture.

       

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

       

      Section
        11.12. Governing
        Law.
        THIS
        INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
        THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
        RIGHTS
        AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH LAWS.

       

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

       

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


      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      


       

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

       

      (b)
        In
        addition, (i) this Indenture is executed and delivered by Wilmington Trust
        Company, not individually or personally but solely as Owner Trustee, in the
        exercise of the powers and authority conferred and vested in it, (ii) each
        of
        the representations, undertakings and agreements herein made on the part
        of the
        Issuer is made and intended not as personal representations, undertakings
        and
        agreements by Wilmington Trust Company but is made and intended for the purpose
        of binding only the Trust, (iii) nothing herein contained shall be construed
        as
        creating any liability on Wilmington Trust Company, individually or personally,
        to perform any covenant either expressed or implied contained herein, all
        such
        liability, if any, being expressly waived by the Indenture Trustee and by
        any
        Person claiming by, through or under the Indenture Trustee, and (iv) under
        no
        circumstances shall Wilmington Trust Company be personally liable for the
        payment of any indebtedness or expenses of the Issuer or be liable for the
        breach or failure of any obligation, representation, warranty or covenant
        made
        or undertaken by the Issuer under this Indenture or the Operative
        Agreements.

       

      Section
        11.16. No
        Petition.
        The
        Indenture Trustee, by entering into this Indenture, and each Noteholder,
        by
        accepting a Note or interest therein, hereby covenant and agree that they
        will
        not at any time institute against the Depositor or the Issuer, or join in
        any
        institution against the Depositor or the Issuer of, any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceedings, or other
        proceedings under any United States federal or state bankruptcy or similar
        law
        in connection with any obligations relating to the Notes, this Indenture
        or any
        of the other Operative Agreements; provided,
        however,
        that
        nothing herein shall be deemed to prohibit the Indenture Trustee from filing
        proofs of claim for itself and on behalf of the Noteholders.

       

      Section
        11.17. Inspection.
        The
        Issuer agrees that, on reasonable prior notice, it will permit any
        representative of the Indenture Trustee, during the Issuer’s normal business
        hours, to examine all the books of account, records, reports and other papers
        of
        the Issuer, to make copies and extracts therefrom, to cause such books to
        be
        audited by Independent certified public accountants, and to discuss the Issuer’s
        affairs, finances and accounts with the Issuer’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.


      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      


       

      Section
        11.18. Agreements
        of Noteholders.
        Each
        Noteholder, by accepting a Note, hereby acknowledges and agrees that, to
        the
        extent that the Noteholders are deemed to have any interest in any assets
        of the
        Depositor that constitute the assets of the trust for any other series of
        securities with respect to which the Depositor acts as depositor:

       

      (a) the
        interest of the Noteholders in such assets is subordinate to claims or rights
        of
        the holders of such other series of securities to such assets; and

       

      (b) this
        Indenture constitutes a subordination agreement for purposes of Section 510(a)
        of the Bankruptcy Code.


      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      


       

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

       

      


       

      THORNBURG
        MORTGAGE SECURITIES TRUST 2007-1, as Issuer

       

      


       

      By:
        WILMINGTON TRUST COMPANY,

      not
        in
        its individual capacity but solely as

      Owner
        Trustee

       

      By:
        /s/
        Patricia A. Evans________________

      Name:
        Patricia A. Evans

      Title:
        Vice President

       

      WELLS
        FARGO BANK, N.A., not in its individual capacity but solely as Securities
        Administrator

       

       

      By:
        ___/s/
        Carla S. Walker_______________

      Name:
        Carla S. Walker

      Title:
        Vice President

       

      LASALLE
        BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as
        Indenture Trustee

       

       

      By:
        /s/
        Susan L Feld____________________

      Name:
        Susan L. Feld

      Title:
        Assistant Vice President

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        A-1

       

      FORMS
        OF
        CLASS A NOTES

       

       


      
        
          
          

        

        
          A-1-1

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        A-2

       

      FORMS
        OF
        PRIVATELY OFFERED NOTES

       

      

        
          
            
            

          

          
            A-2-1

            
              

            

          

          
            
            

          

        



       

      EXHIBIT
        B-1

       

      FORM
        OF
        RULE 144A (QIB) INVESTMENT LETTER

      (FOR
        PRIVATELY OFFERED NOTES)

       

       

                      

      date

       

      Wells
        Fargo Bank, NA

      as
        Note
        Registrar

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

      Re:
         Thornburg
        Mortgage Securities Trust 2007-1

      Mortgage
        Backed Notes, [Class [__] Notes] 

       

      Ladies
        and Gentlemen:

       

      In
        connection with our acquisition of the above-referenced Notes (the “Notes”) we
        certify that (a) we understand that the Notes have not been registered under
        the
        Securities Act of 1933, as amended (the “Act”), or any state securities laws and
        are being transferred to us in a transaction that is exempt from the
        registration requirements of the Act and any such laws, (b) we have such
        knowledge and experience in financial and business matters that we are capable
        of evaluating the merits and risks of investments in the Notes, (c) we have
        had
        the opportunity to ask questions of and receive answers from Structured Asset
        Securities Corporation (the “Depositor”) concerning the purchase of the Notes
        and all matters relating thereto or any additional information deemed necessary
        to our decision to purchase the Notes, (d) we have not, nor has anyone acting
        on
        our behalf, offered, transferred, pledged, sold or otherwise disposed of
        the
        Notes or any interest in the Notes, or solicited any offer to buy, transfer,
        pledge or otherwise dispose of the Notes or any interest in the Notes from
        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 Notes under the Act or that would render
        the
        disposition of the Notes a violation of Section 5 of the Act or any state
        securities laws or require registration pursuant thereto, and we will not
        act,
        or authorize any person to act, in such manner with respect to the Notes,
        (e) we
        are a “qualified institutional buyer” as that term is defined in Rule 144A under
        the Act (“Rule 144A”) and we are aware that the sale to us is being made in
        reliance on Rule 144A and (f) our purchase of the Notes has been duly authorized
        under, and not directly or indirectly in contravention of, any law, charter,
        trust instrument or other operative document, investment guidelines or list
        of
        permissible or impermissible investments applicable to us.

       

      We
        are
        acquiring the Notes for our own account or for resale pursuant to Rule 144A
        and
        understand that such Notes may be resold, pledged or transferred only (1)
        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 (2) pursuant to another exemption from registration
        under the Act.


      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      


       

      We
        hereby
        acknowledge that, under the terms of the Indenture (the “Indenture”) among
        Thornburg Mortgage Securities Trust 2007-1, as Issuer, Wells Fargo Bank,
        N.A.,
        as Securities Administrator, and LaSalle Bank National Association, as Indenture
        Trustee, dated as of February 1, 2007, no sale or transfer of any beneficial
        ownership interest in the Notes shall be permitted to be made to any person
        (i)
        except in the case of transfers of Privately Offered Notes, in conjunction
        with
        a simultaneous sale or transfer of an equal Percentage Interest in (x) all
        other
        classes of Privately Offered Notes then outstanding and (y) the Ownership
        Certificates (and any sale or transfer of any beneficial ownership interest
        in
        the Ownership Certificates may only be effectuated in conjunction with a
        simultaneous sale or transfer of an equal Percentage Interest in all classes
        of
        the Privately Offered Notes outstanding) unless we or any prospective transferee
        furnishes to the Note Registrar an opinion of counsel concluding that the
        transfer will not cause the Trust to become subject to federal income tax
        as a
        corporation and (ii) in the case of all Notes, only if the Note Registrar has
        received a certificate from such transferee in the form hereof. We also hereby
        acknowledge that, under the terms of the Indenture, no transfer of less than
        a
        10% Percentage Interest in the Privately Offered Notes shall be
        permitted.

       

      In
        addition, we hereby certify that we are not an employee benefit plan subject
        to
        Section 406 or Section 407 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”), the trustee of any such plan or a person acting
        on behalf of any such plan nor a person using the assets of any such
        plan.

       

      We
        hereby
        indemnify the Depositor, Indenture Trustee, the Securities Administrator,
        the
        Note Registrar, the Owner Trustee and the Trust against any liability that
        may
        result to any of them if our transfer or other disposition of any Notes (or
        any
        interest therein) is not exempt from the registration requirements of the
        Act
        and any applicable state securities laws or is not made in accordance with
        such
        federal and state laws, the provisions of this certificate or the applicable
        provisions of the Indenture.

       

      Very
        truly yours,

       

      ____________________________________

      Print
        Name of Purchaser

       

      By:_________________________________

      Name:

      Title:


      
        
          
          

        

        
          B-1-2

          
            

          

        

        
          
          

        

      


       

      ANNEX
        1
        TO EXHIBIT B-1

       

      


       

      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 statements, A COPY OF WHICH IS
        ATTACHED HERETO.

       

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

       

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


      
        
          
          

        

        
          B-1-3

          
            

          

        

        
          
          

        

      


       

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

       

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

       

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

       

      ___ INVESTMENT
        ADVISOR. 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 of H.R. 10 plans.

       

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

       

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


      
        
          
          

        

        
          B-1-4

          
            

          

        

        
          
          

        

      


       

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

       

      
        	 	
                 

                ____

                Yes

              	
                 

                ____

                No

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

              


      

       

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

       

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

       

       

                          

      Print
        Name of Buyer

       

      By:                     

      Name:

      Title:

       

      Date:                     


      
        
          
          

        

        
          B-1-5

          
            

          

        

        
          
          

        

      


       

      ANNEX
        2
        TO EXHIBIT B-1

       

      


       

      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 of the Buyer’s family of
        Investment Companies, the cost of such securities was used.

       

      ____ The
        Buyer
        owned $__________ in securities (other that 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 advisor
        or investment advisers that are affiliated (by virtue of being majority owned
        subsidiaries of the same parent or because one investment adviser is a majority
        owned subsidiary of the other).

       

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

       

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


      
        
          
          

        

        
          B-1-6

          
            

          

        

        
          
          

        

      


       

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

       

       

      
         

                            

        PRINT
          NAME OF BUYER

         

        BY:                     

        NAME:

        TITLE:

         

        Date:                     

      

       

      IF
        AN ADVISER:

       

                          

      PRINT
        NAME OF BUYER

       

       

       

      DATE:


      
        
          
          

        

        
          B-1-7

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        B-2

       

      FORM
        OF
        ACCREDITED INVESTOR INVESTMENT LETTER

      (For
        Privately Offered Notes)

       

       

       

      date

       

      Wells
        Fargo Bank, NA

      as
        Note
        Registrar

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

       

      Re:
         Thornburg
        Mortgage Securities Trust 2007-1

      Mortgage
        Backed Notes, [Class [ ] Notes]

       

      Ladies
        and Gentlemen:

       

      In
        connection with our acquisition of the above-referenced Notes (the “Notes”) we
        certify that (a) we understand that the Notes have not been registered under
        the
        Securities Act of 1933, as amended (the “Act”), or any state securities laws and
        are being transferred to us in a transaction that is exempt from the
        registration requirements of the Act and any such laws, (b) we have had the
        opportunity to ask questions of and receive answers from Structured Asset
        Securities Corporation (the “Depositor”) concerning the purchase of the Notes
        and all matters relating thereto or any additional information deemed necessary
        to our decision to purchase the Notes, (c) we have not, nor has anyone acting
        on
        our behalf, offered, transferred, pledged, sold or otherwise disposed of
        the
        Notes or any interest in the Notes, or solicited any offer to buy, transfer,
        pledge or otherwise dispose of the Notes or any interest in the Notes from
        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 Notes under the Act or that would render
        the
        disposition of the Notes a violation of Section 5 of the Act or any state
        securities laws or require registration pursuant thereto, and we will not
        act,
        or authorize any person to act, in such manner with respect to the Notes,
        (d) we
        are an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
        (7) and have such knowledge and experience in financial and business matters
        and, in particular, in such matters related to the Notes, such that we are
        capable of evaluating the merits and risks of an investment in the Notes
        and we
        are aware that the sale to us is being made in reliance on Rule 144A and
        (e) our
        purchase of the Notes has been duly authorized under, and not directly or
        indirectly in contravention of any law, charter, trust instrument or other
        operative document, investment guidelines or list of permissible or
        impermissible investments applicable to us. 

       

      We
        hereby
        acknowledge that, under the terms of the Indenture (the “Indenture”) among
        Thornburg Mortgage Securities Trust 2007-1, as Issuer, Wells Fargo Bank,
        N.A.,
        as Securities Administrator, and LaSalle Bank National Association, as Indenture
        Trustee, dated as of February 1, 2007, no sale or transfer of any beneficial
        ownership interest in the Notes shall be permitted to be made to any person
        (i)
        except in the case of transfers of Privately Offered Notes, in conjunction
        with
        a simultaneous sale or transfer of an equal Percentage Interest in (x) all
        other
        classes of Privately Offered Notes then outstanding and (y) the Ownership
        Certificates (and any sale or transfer of any beneficial ownership interest
        in
        the Ownership Certificates may only be effectuated in conjunction with a
        simultaneous sale or transfer of an equal Percentage Interest in all classes
        of
        the Privately Offered Notes outstanding) unless we or any prospective transferee
        furnishes to the Note Registrar an opinion of counsel concluding that the
        transfer will not cause the Trust to become subject to federal income tax
        as a
        corporation and (ii) in the case of all Notes, only if the Note Registrar
        has
        received a certificate from such transferee in the form hereof. We also hereby
        acknowledge that, under the terms of the Indenture, no transfer of less than
        a
        10% Percentage Interest in the Privately Offered Notes shall be
        permitted.


      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      


       

      In
        addition, we hereby certify that we are not an employee benefit plan subject
        to
        Section 406 or Section 407 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”), the trustee of any such plan or a person acting
        on behalf of any such plan nor a person using the assets of any such
        plan.

       

      We
        hereby
        indemnify the Depositor, Indenture Trustee, the Securities Administrator,
        the
        Note Registrar, the Owner Trustee and the Trust against any liability that
        may
        result to any of them if our transfer or other disposition of any Notes (or
        any
        interest therein) is not exempt from the registration requirements of the
        Act
        and any applicable state securities laws or is not made in accordance with
        such
        federal and state laws, the provisions of this certificate or the applicable
        provisions of the Indenture.

       

      Very
        truly yours,

       

      ___________________________________

      Print
        Name of Purchaser

       

      By:_________________________________

      Name:

      Title:

       

      



      
        
          
          

        

        
          B-2-2

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        C

       

      FORM
        OF
        ERISA TRANSFER AFFIDAVIT

      FOR
        CLASS
        A NOTES

       

       

                      

      date

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              
	 	
                )
                  ss.: 

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              


      

       

       

      Re:
         Thornburg
        Mortgage Securities Trust 2007-1

      Mortgage
        Backed Notes  

       

      1. The
        undersigned is the ______________________ of (the “Investor”), a [corporation
        duly organized] and existing under the laws of __________, on behalf of which
        he
        makes this affidavit.

       

      2. The
        Investor’s acquisition and holding of the Notes for, or on behalf of, a Benefit
        Plan will not result in a non-exempt prohibited transaction under Section
        406 of
        ERISA or Section 4975 of the Code which is not covered under Prohibited
        Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60,
        PTCE 96-23 or some other applicable exemption, and will not result in a
        non-exempt violation of any Similar Law.

       

      3. The
        Investor hereby acknowledges that under the terms of the Indenture among
        Thornburg Mortgage Securities Trust 2007-1, as Issuer, Wells Fargo Bank,
        N.A.,
        as Securities Administrator, and LaSalle Bank National Association, as Indenture
        Trustee, dated as of February 1, 2007, no transfer of any Class A Note shall
        be
        permitted to be made to any person unless the Securities Administrator has
        received an affidavit from such transferee in the form hereof.


      
        
          
          

        

        
          C-1-1

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to proper authority, by its duly authorized officer, duly
        attested, this ____ day of _______________, 20__.

       

      ________________________________________

      [Investor]

       

      By:_____________________________________

      Name:

      Title:

       

      ATTEST:

       

      ___________________________

       

      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

       

      Personally
        appeared before me the above-named ___________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the
        _________________ of the Investor, and acknowledged that he executed the
        same as
        his free act and deed and the free act and deed of the Investor.

       

      Subscribed
        and sworn before me this _____ day of ___________ 20___.

       

      __________________________________

      NOTARY
        PUBLIC

       

      My
        commission expires the

       

      ____
        day
        of __________, 20__.

       

       


      
        
          
          

        

        
          C-1-2