EXHIBIT 4.1


                 AMERICAN HOME MORTGAGE INVESTMENT TRUST 2005-1

                                     ISSUER

                              WELL FARGO BANK, N.A.

                            SECURITIES ADMINISTRATOR

                                       AND

                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                INDENTURE TRUSTEE

                                    INDENTURE

                           DATED AS OF MARCH 23, 2005

                              MORTGAGE-BACKED NOTES





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                                TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----


                                    ARTICLE I

                                   Definitions

Section 1.01    Definitions....................................................3
Section 1.02    Incorporation by Reference of Trust Indenture Act..............3
Section 1.03    Rules of Construction..........................................3

                                   ARTICLE II

                           Original Issuance of Notes

Section 2.01    Form...........................................................5
Section 2.02    Execution, Authentication and Delivery.........................5
Section 2.03    Acceptance of Mortgage Loans by Indenture Trustee..............5
Section 2.04    Acceptance of Derivative Contracts by Indenture Trustee........7
Section 2.05    Conveyance of the Group I Subsequent Mortgage Loans............7
Section 2.06    Conveyance of the Group II Subsequent Mortgage Loans..........10
Section 2.07    Conveyance of the Group III Subsequent Mortgage Loans.........14
Section 2.08    Conveyance of the Group IV Subsequent Mortgage Loans..........17
Section 2.09    Conveyance of the Group V Subsequent Mortgage Loans...........20
Section 2.10    Conveyance of the Group VI Subsequent Mortgage Loans..........23
Section 2.11    Conveyance of the Group VII Subsequent Mortgage Loans.........26
Section 2.12    Conveyance of the Group VIII Subsequent Mortgage Loans........29
Section 2.13    Conveyance of the Group IX Subsequent HELOC Mortgage Loans....32

                                   ARTICLE III

                                    Covenants

Section 3.01    Collection of Payments with respect to the Mortgage Loans
                and HELOC Mortgage Loans......................................36
Section 3.02    Maintenance of Office or Agency...............................36
Section 3.03    Money for Payments To Be Held in Trust; Paying Agent..........36
Section 3.04    Existence.....................................................37
Section 3.05    Payment of Group I, Group II, Group III, Group IV, Group V,
                Group VI and Group VII Available Funds........................38
Section 3.06    Payment of Group VIII Available Funds.........................45
Section 3.07    Payment of Principal and Interest on the Class IX-A Notes.....49
Section 3.08    Rapid Amortization Events.....................................50
Section 3.09    Payments to the Class N Notes.................................51



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Section 3.10    Other Matters With Respect to the Notes.......................51
Section 3.11    Protection of Trust Estate....................................52
Section 3.12    Opinions as to Trust Estate...................................53
Section 3.13    Performance of Obligations....................................54
Section 3.14    Negative Covenants............................................54
Section 3.15    Annual Statement as to Compliance.............................55
Section 3.16    Representations and Warranties Concerning the Mortgage Loans..55
Section 3.17    Amendments to Servicing Agreement.............................55
Section 3.18    Servicers as Agent and Bailee of the Indenture Trustee........55
Section 3.19    Investment Company Act........................................56
Section 3.20    Issuer May Consolidate, etc...................................56
Section 3.21    Successor or Transferee.......................................58
Section 3.22    No Other Business.............................................59
Section 3.23    No Borrowing..................................................59
Section 3.24    Guarantees, Loans, Monthly Advances and Other Liabilities.....59
Section 3.25    Capital Expenditures..........................................59
Section 3.26    Determination of Note Interest Rate...........................59
Section 3.27    Restricted Payments...........................................59
Section 3.28    Notice of Events of Default...................................60
Section 3.29    Further Instruments and Acts..................................60
Section 3.30    Statements to Noteholders.....................................60
Section 3.31    Interest Coverage Accounts....................................60
Section 3.32    The Pre-Funding Accounts......................................62
Section 3.33    Grant of the Subsequent Mortgage Loans and Subsequent
                HELOC Mortgage Loans..........................................64
Section 3.34    Replacement Derivative Contracts..............................64
Section 3.35    Payments Under the Insurance Policy...........................64
Section 3.36    Replacement Insurance Policy..................................65
Section 3.37    Certain Representations Regarding the Trust Estate............66
Section 3.38    Allocation of Realized Losses.................................67
Section 3.39    Obligations of the Securities Administrator with respect
                to the Derivative Contracts...................................68
Section 3.40    Reserve Fund..................................................68

                                   ARTICLE IV

               The Notes; Satisfaction and Discharge of Indenture

Section 4.01    The Notes.....................................................70
Section 4.02    Registration of and Limitations on Transfer and
                Exchange of Notes; Appointment of Note Registrar and
                Certificate Registrar.........................................71
Section 4.03    Mutilated, Destroyed, Lost or Stolen Notes....................73
Section 4.04    Persons Deemed Owners.........................................74
Section 4.05    Cancellation..................................................74
Section 4.06    Book-Entry Notes..............................................75
Section 4.07    Notices to Depository.........................................75
Section 4.08    Definitive Notes..............................................76
Section 4.09    Tax Treatment.................................................76



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Section 4.10    Satisfaction and Discharge of Indenture.......................76
Section 4.11    Application of Trust Money....................................77
Section 4.12    Subrogation and Cooperation...................................78
Section 4.13    Repayment of Monies Held by Paying Agent......................79
Section 4.14    Temporary Notes...............................................79
Section 4.15    Representation Regarding ERISA................................79

                                    ARTICLE V

                              Default and Remedies

Section 5.01    Events of Default.............................................80
Section 5.02    Acceleration of Maturity; Rescission and Annulment............80
Section 5.03    Collection of Indebtedness and Suits for Enforcement
                by Indenture Trustee..........................................81
Section 5.04    Remedies; Priorities..........................................83
Section 5.05    Optional Preservation of the Trust Estate.....................87
Section 5.06    Limitation of Suits...........................................87
Section 5.07    Unconditional Rights of Noteholders To Receive Principal
                and Interest..................................................88
Section 5.08    Restoration of Rights and Remedies............................88
Section 5.09    Rights and Remedies Cumulative................................88
Section 5.10    Delay or Omission Not a Waiver................................88
Section 5.11    Control By Noteholders........................................89
Section 5.12    Waiver of Past Defaults.......................................89
Section 5.13    Undertaking for Costs.........................................90
Section 5.14    Waiver of Stay or Extension Laws..............................90
Section 5.15    Sale of Trust Estate..........................................90
Section 5.16    Action on Notes...............................................92
Section 5.17    Performance and Enforcement of Certain Obligations............92

                                   ARTICLE VI

             The Indenture Trustee AND THE SECURITIES ADMINISTRATOR

Section 6.01    Duties of Indenture Trustee and Securities Administartor......93
Section 6.02    Rights of Indenture Trustee and the Securities
                Administrator.................................................94
Section 6.03    Individual Rights of Indenture Trustee........................96
Section 6.04    Indenture Trustee's Disclaimer................................96
Section 6.05    Notice of Event of Default....................................96
Section 6.06    Reports by Securities Administrator to Holders and Tax
                Administration................................................96
Section 6.07    Compensation and Indemnity....................................97
Section 6.08    Replacement of Indenture Trustee and the Securities
                Administrator.................................................97
Section 6.09    Successor Indenture Trustee and Successor Securities
                Administrator by Merger.......................................99
Section 6.10    Appointment of Co-Indenture Trustee or Separate
                Indenture Trustee.............................................99
Section 6.11    Eligibility; Disqualification................................101
Section 6.12    Preferential Collection of Claims Against Issuer.............101
Section 6.13    Representations and Warranties...............................101
Section 6.14    Directions to Indenture Trustee..............................101


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Section 6.15    The Agents...................................................101
Section 6.16    Administrative Duties........................................101
Section 6.17    Records......................................................103
Section 6.18    Additional Information to be Furnished.......................103
Section 6.19    Execution of Derivative Contracts and other Documents........103
Section 6.20    Indenture Trustee's Application For Instructions From
                the Issuer...................................................104
Section 6.21    Limitation of Liability......................................104
Section 6.22    Assignment of Rights, Not Assumption of Duties...............105

                                   ARTICLE VII

                         Noteholders' Lists and Reports

Section 7.01    Issuer To Furnish Indenture Trustee Names and Addresses
                of Noteholders...............................................106
Section 7.02    Preservation of Information; Communications to Noteholders...106
Section 7.03    Reports of Issuer............................................106
Section 7.04    Reports by Indenture Trustee.................................106
Section 7.05    Statements to Noteholders....................................107

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

Section 8.01    Collection of Money..........................................111
Section 8.02    Trust Accounts...............................................111
Section 8.03    Officer's Certificate........................................111
Section 8.04    Termination Upon Distribution to Noteholders.................112
Section 8.05    Release of Trust Estate......................................112
Section 8.06    Surrender of Notes Upon Final Payment........................112
Section 8.07    Optional Redemption of the Notes.............................112

                                   ARTICLE IX

                             Supplemental Indentures

Section 9.01    Supplemental Indentures Without Consent of Noteholders.......115
Section 9.02    Supplemental Indentures With Consent of Noteholders..........116
Section 9.03    Execution of Supplemental Indentures.........................118
Section 9.04    Effect of Supplemental Indenture.............................118
Section 9.05    Conformity with Trust Indenture Act..........................118
Section 9.06    Reference in Notes to Supplemental Indentures................118

                                    ARTICLE X

                                  Miscellaneous

Section 10.01   Compliance Certificates and Opinions, etc....................119
Section 10.02   Form of Documents Delivered to Indenture Trustee.............120
Section 10.03   Acts of Noteholders..........................................121


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Section 10.04   Notices etc., to Indenture Trustee, Issuer, Securities
                Administrator, Insurer and Rating Agencies ..................121
Section 10.05   Notices to Noteholders; Waiver...............................122
Section 10.06   Conflict with Trust Indenture Act............................123
Section 10.07   Effect of Headings...........................................123
Section 10.08   Successors and Assigns.......................................123
Section 10.09   Separability.................................................123
Section 10.10   Benefits of Indenture........................................123
Section 10.11   Legal Holidays...............................................124
Section 10.12   GOVERNING LAW................................................124
Section 10.13   Counterparts.................................................124
Section 10.14   Recording of Indenture.......................................124
Section 10.15   Issuer Obligation............................................124
Section 10.16   No Petition..................................................125
Section 10.17   Inspection...................................................125


                 EXHIBITS

      Exhibit A-1   --   Form of Class [_-A-_] Notes
      Exhibit A-2   --   Form of Class [__]-M-[_] Notes
      Exhibit A-3   --   Form of Class B Notes
      Exhibit A-4   --   Form of Class N Notes
      Exhibit B     --   Mortgage Loan Schedule
      Exhibit C     --   Form of Cap Contracts
      Exhibit D     --   Form of Corridor Contract
      Exhibit E     --   Form of Insurance Policy
      Exhibit F     --   Form of Subsequent Transfer Instrument
      Exhibit G     --   Form of Addition Notice
      Exhibit H     --   Form of Initial Certification
      Exhibit I     --   Form of Final Certification
      Exhibit J     --   Form of Request for Release
      Exhibit K     --   Form of Rule 144A Investment Representation
      Exhibit L     --   Form of Certificate of Non-Foreign Status
      Exhibit M     --   Form of Investment Letter
      Exhibit N     --   Form of Transferor Certificate
      Exhibit O     --   Form of ERISA Letter
      Exhibit P     --   Form of Transferee Certificate
      Exhibit Q     --   Form of Lender Transferor Certificate

      Appendix A    --   Definitions



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                  This Indenture, dated as of March 23, 2005, is entered into
among American Home Mortgage Investment Trust 2005-1, a Delaware statutory
trust, as Issuer (the "Issuer"), Deutsche Bank National Trust Company, a
national banking association, as Indenture Trustee (the "Indenture Trustee"),
and Wells Fargo Bank, N.A., a national banking association, as Securities
Administrator (the "Securities Administrator").

                                WITNESSETH THAT:

                  Each party hereto agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Issuer's
Mortgage-Backed Notes, Series 2005-1 (the "Notes").

                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as trustee for the benefit of the Holders of the Notes and the
Insurer, all of the Issuer's right, title and interest in and to, whether now
existing or hereafter created, (a) the Mortgage Loans, Eligible Substitute
Mortgage Loans and the proceeds thereof and all rights under the Related
Documents; (b) the HELOC Mortgage Loans, related Eligible Substitute Mortgage
Loans and the proceeds thereof and all rights under the Related Documents; (c)
with respect to the Holders of the Class IX-A Notes, the Insurance Policy; (d)
additional Draws under the HELOC Mortgage Loans conveyed to the Trust; (e) the
rights of the Issuer under the Cap Contracts and the Corridor Contract and all
payments received under the Cap Contracts and the Corridor Contract; (f) all
funds on deposit from time to time in the Collection Account allocable to the
Mortgage Loans and HELOC Mortgage Loans excluding any investment income from
such funds; (g) all funds on deposit from time to time in the Payment Account
and in all proceeds thereof; (h) all funds on deposit from time to time in the
Pre-Funding Accounts and the Interest Coverage Accounts and in all proceeds
thereof; (i) all rights under (I) the Mortgage Loan Purchase Agreement as
assigned to the Issuer, with respect to the (a) Initial Mortgage Loans, and each
Group I, Group II, Group III, Group IV, Group V, Group VI and Group VII
Subsequent Mortgage Loan Purchase Agreements as assigned to the Issuer, with
respect to the related Group I, Group II, Group III, Group IV, Group V, Group VI
and Group VII Subsequent Mortgage Loans and (b) Initial HELOCs, and each Group
IX Subsequent Mortgage Loan Purchase Agreements as assigned to the Issuer, with
respect to the related Group IX Subsequent Mortgage Loans, (II) the Servicing
Agreements and any Subservicing Agreements and (III) any title, hazard and
primary insurance policies with respect to the Mortgaged Properties; and (j) all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under, and all proceeds of
every kind and nature whatsoever in respect of, any or all of the foregoing and
all payments on or under, and all proceeds of every kind and nature whatsoever
in the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, checks, deposit accounts, rights to payment of any and every kind,
and other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Trust Estate" or the "Collateral").



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

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

                  The Indenture Trustee agrees that it will hold the Insurance
Policy in trust and that it will hold any proceeds of any claim made upon the
Insurance Policy solely for the use and benefit of the Holders of the Class IX-A
Notes in accordance with the terms hereof and the terms of the Insurance Policy.





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                                    ARTICLE I

                                   DEFINITIONS

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

                  Section 1.02 INCORPORATION BY REFERENCE OF TRUST INDENTURE
ACT. Whenever this Indenture refers to a provision of the Trust Indenture Act
(the "TIA"), the provision is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Indenture Trustee.

                  "obligor" on the indenture securities means the Issuer and any
other obligor on the indenture securities.

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

                  Section 1.03 RULES OF CONSTRUCTION. Unless the context
otherwise requires:

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

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

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;

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

                  (vi) any agreement, instrument, statute, regulation or rule
         defined or referred to herein or in any instrument or certificate
         delivered in connection herewith means such



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          agreement, instrument, statute, regulation or rule as from time to
          time amended, modified or supplemented and includes (in the case of
          agreements or instruments) references to all attachments thereto and
          instruments incorporated therein; references to a Person are also to
          its permitted successors and assigns.







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                                   ARTICLE II

                           ORIGINAL ISSUANCE OF NOTES

         Section 2.01 FORM. The Class A, Class M, Class B, Class VIII-M and
Class N Notes, together with the Indenture Trustee's certificate of
authentication, shall be in substantially the form set forth in Exhibits A-1,
A-2, A-3 and A-4 to this Indenture, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture.

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

         The terms of the Notes set forth in Exhibits A-1, A-2, A-3 and A-4 to
this Indenture are part of the terms of this Indenture.

         Section 2.02 EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuer 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.

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

         Each of the Notes shall be dated the date of its authentication. The
Notes shall be issuable as registered Notes and shall be issuable in the minimum
initial Note Principal Balances of $25,000 and in integral multiples of $1 in
excess thereof, except with respect to the Class IX-A Notes. The Class IX-A
Notes shall be issuable in the minimum initial Note Principal Balances of
$25,000 and in integral multiples of $1,000 in excess thereof.

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

         Section 2.03 ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE.

         (a) The Indenture Trustee shall acknowledge receipt of, subject to the
exceptions the Indenture Trustee notes pursuant to the procedures described
below, the documents (or certified copies thereof) referred to in Section 2.1(b)
of the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan
Purchase Agreements, and to declare that it holds and will continue to



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hold those documents and any amendments, replacements or supplements thereto and
all other assets of the Trust Estate, in trust for the use and benefit of all
present and future Holders of the Notes and the Insurer. No later than the
Closing Date, with respect to the Initial Mortgage Loans and Initial HELOCs or
the applicable Subsequent Transfer Date, with respect to the related Group I,
Group II, Group III, Group IV, Group V, Group VI, Group VII and Group VIII
Subsequent Mortgage Loans and the Group IX Subsequent HELOC Mortgage Loans (or,
with respect to any Eligible Substitute Mortgage Loan, within 5 days after the
receipt by the Indenture Trustee thereof and, with respect to any documents
received after the Closing Date, promptly thereafter), the Indenture Trustee
shall, for the benefit of the Noteholders and the Insurer, review each Mortgage
File delivered to it and to execute and deliver, or cause to be executed and
delivered, to the Seller, the Insurer, the RMBS Servicer, the HELOC Back-Up
Servicer and the HELOC Servicer an Initial Certification in the form annexed
hereto as Exhibit H. In conducting such review, the Indenture Trustee shall
ascertain whether all required documents described in Section 2.1(b)(i) to (v)
(except clause (v)(ii)) of (a) the Mortgage Loan Purchase Agreement, with
respect to the Initial Mortgage Loans and Initial HELOCs, and (b) the applicable
Subsequent Mortgage Loan Purchase Agreement, with respect to the related Group
I, Group II, Group III, Group IV, Group V, Group VI, Group VII and Group VIII
Subsequent Mortgage Loans and Group IX Subsequent HELOC Mortgage Loans, have
been executed and received and whether those documents relate, to the Mortgage
Loans and HELOCs it has received, as identified in Exhibit B to this Indenture,
as supplemented (PROVIDED, HOWEVER, that with respect to those documents
described in subclause (b)(vi) of such section, the Indenture Trustee's
obligations shall extend only to documents actually delivered pursuant to such
subclause). In performing any such review, the Indenture Trustee may
conclusively rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon. If the
Indenture Trustee finds any document constituting part of the Mortgage File not
to have been executed or received, or to be unrelated to the Mortgage Loans
identified in Exhibit B to this Indenture or to not conform with the review
criteria set forth in Exhibit H (a "defect"), the Indenture Trustee shall
promptly notify the Seller and the Insurer of such finding and the Seller's
obligation to cure such defect or repurchase or substitute for the related
Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage
File with respect to any of the Initial Mortgage Loans or Initial HELOCs by the
Closing Date, or any of the related Group I, Group II, Group III, Group IV,
Group V, Group VI, Group VII and Group VIII Subsequent Mortgage Loans or Group
IX Subsequent HELOC Mortgage Loans by the applicable Subsequent Transfer Date,
the Indenture Trustee shall not require the deposit of cash into the Payment
Account or any other account to cover the amount of that Mortgage Loan and shall
solely treat such Mortgage Loan as if it were in breach of a representation or
warranty; provided that the aggregate Stated Principal Balance of such Mortgage
Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Group I,
Group II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII and
Group IX Original Pre-Funded Amounts.

                  (i) No later than 180 days after the Closing Date (with
         respect to the Initial Mortgage Loans and Initial HELOCs) or the
         applicable Subsequent Transfer Date (with respect to the related Group
         I, Group II, Group III, Group IV, Group V, Group VI, Group VII and
         Group VIII Subsequent Mortgage Loans and Group IX Subsequent HELOC
         Mortgage Loans), the Indenture Trustee will review, for the benefit of
         the Noteholders and the Insurer, the Mortgage Files and will execute
         and deliver or cause to be executed



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         and delivered to the Seller, the Insurer, the RMBS Servicer, the HELOC
         Back-Up Servicer and the HELOC Servicer, a Final Certification in the
         form annexed hereto as Exhibit I. In conducting such review, Indenture
         Trustee will ascertain whether an original of each document described
         in subclauses (b)(ii)-(iv) of Section 2.1 of the Mortgage Loan Purchase
         Agreement, with respect to the Initial Mortgage Loans and Initial
         HELOCs, and (b) the applicable Subsequent Mortgage Loan Purchase
         Agreement, with respect to the related Group I, Group II, Group III,
         Group IV, Group V, Group VI, Group VII and Group VIII Subsequent
         Mortgage Loans and Group IX Subsequent HELOC Mortgage Loans, required
         to be recorded has been returned from the applicable recording office
         with evidence of recording thereon or a certified copy has been
         obtained from such recording office. If the Indenture Trustee finds any
         document constituting part of the Mortgage File has not been executed
         or received, or to be unrelated, to the Mortgage Loans and HELOC
         Mortgage Loans identified in Exhibit B to this Indenture or to appear
         defective on its face, the Indenture Trustee shall promptly notify the
         Seller and the Insurer.

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

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

         Section 2.05 CONVEYANCE OF THE GROUP I SUBSEQUENT MORTGAGE LOANS. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group I Pre-Funding Account, the Depositor shall, on the
Subsequent Transfer Date, sell, transfer, assign, set over and convey without
recourse to the Trust Estate, but subject to the other terms and provisions of
this Agreement, all of the right, title and interest of the Depositor in and to
(i) the related Group I Subsequent Mortgage Loans identified on the Mortgage
Loan Schedule attached to the related



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Group I Subsequent Transfer Instrument delivered by the Depositor on the
Subsequent Transfer Date, (ii) all interest accruing thereon on and after the
Subsequent Cut-off Date (with respect to the Group I Subsequent Mortgage Loans)
and all collections in respect of interest and principal due after the
Subsequent Cut-off Date and (iii) all items with respect to such Group I
Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other
items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor
reserves and retains all right, title and interest in and to principal received
and interest accruing on the Group I Subsequent Mortgage Loans prior to the
related Subsequent Cut-off Date. The transfer to the Indenture Trustee for
deposit in the Trust Estate by the Depositor of the Group I Subsequent Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the Depositor, the RMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up
Servicer, the HELOC Servicer, the Securities Administrator, the Indenture
Trustee and the Noteholders to constitute and to be treated as a sale of the
Group I Subsequent Mortgage Loans by the Depositor to the Trust Estate. The
related Mortgage File for each Group I Subsequent Mortgage Loan shall be
delivered to the Indenture Trustee at least three (3) Business Days prior to the
related Subsequent Transfer Date.

         The purchase price paid by the Indenture Trustee from amounts released
from the Group I Pre-Funding Account shall be one-hundred percent (100%) of the
aggregate Stated Principal Balance of the Group I Subsequent Mortgage Loans so
transferred (as identified on the Mortgage Loan Schedule provided by the
Depositor).

         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group I Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such applicable funds from the Group I
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Securities
         Administrator, the Indenture Trustee and the Rating Agencies with a
         timely Addition Notice, substantially in the form of Exhibit G hereto,
         and shall have provided any information reasonably requested by the
         Indenture Trustee with respect to the Group I Subsequent Mortgage
         Loans;

                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group I Subsequent Transfer Instrument (which
         the Indenture Trustee is hereby authorized to execute), which shall
         include a Mortgage Loan Schedule listing the Group I Subsequent
         Mortgage Loans, and the Seller shall have delivered a computer file
         containing such Mortgage Loan Schedule to the Indenture Trustee at
         least three (3) Business Days prior to the applicable Subsequent
         Transfer Date;

                  (iii) as of the applicable Subsequent Transfer Date, as
         evidenced by delivery of the related Group I Subsequent Transfer
         Instrument, substantially in the form of Exhibit F, the Depositor shall
         not be insolvent nor shall it have been rendered insolvent by such
         transfer nor shall it be aware of any pending insolvency;



                                       8
<PAGE>



                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each Mortgage Loan is being serviced by the RMBS Servicer
         under the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group I Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group I Subsequent Transfer Instrument confirming
         the satisfaction of all of the conditions specified in this Section
         2.05 and, pursuant to such Group I Subsequent Transfer Instrument,
         assigned to the Indenture Trustee without recourse for the benefit of
         the Noteholders all the right, title and interest of the Depositor, in,
         to and under the applicable Group I Subsequent Mortgage Loan Purchase
         Agreement, to the extent of the related Group I Subsequent Mortgage
         Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee and
         the Rating Agencies with respect to the transfer of the applicable
         Group I Subsequent Mortgage Loans substantially in the form of the
         Opinion of Counsel delivered to the Indenture Trustee on the Closing
         Date regarding the validity of the conveyance and the true sale of such
         Group I Subsequent Mortgage Loans; and

                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator and the
         RMBS Master Servicer a computer file containing the final Mortgage Loan
         Schedule with respect to such subsequent transfer and such additional
         information concerning the Mortgage Loans described therein as may be
         necessary to enable the Securities Administrator and the RMBS Master
         Servicer to perform their respective duties under the Basic Documents.

         (c) The obligation of the Trust Estate to purchase a Group I Subsequent
Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of
the conditions set forth in the immediately following paragraph and the accuracy
of the following representations and warranties with respect to each such Group
I Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the
last day of the month preceding the Subsequent Cut-off Date; (ii) the original
term to stated maturity of such Mortgage Loan will be 480 months; (iii) each
Group I Subsequent Mortgage Loan must be an adjustable-rate Mortgage Loan with a
first lien on the related mortgaged property; (iv) no Group I Subsequent
Mortgage Loan will have a first Payment Date occurring after June 1, 2005; (v)
the latest maturity date of any Group I Subsequent Mortgage Loan will be no
later than May 1, 2045; (vi) none of the Group I Subsequent Mortgage Loans will
be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less
than 532;


                                       9
<PAGE>



(viii) such Mortgage Loan will have a Mortgage Rate as of the applicable
Subsequent Cut-off Date ranging from approximately 0.482% per annum to
approximately 4.482% per annum; (ix) none of the Group I Subsequent Mortgage
loans will be a New York State "high cost" loan; and (x) such Group I Subsequent
Mortgage Loan shall have been underwritten in accordance with the criteria set
forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus
Supplement.

         (d) In addition, following the purchase of any Group I Subsequent
Mortgage Loan by the Trust, the applicable Group I Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) have a weighted average
Mortgage Rate ranging from1.982% to 2.982% per annum; (ii) consist of Mortgage
Loans with prepayment charges representing no less than approximately 51.91% of
the Pool Balance; (iii) have a weighted average credit score ranging from 700 to
706; (iv) have no more than 19.86% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 72.28% of the mortgaged properties
securing Group I Loans be owner occupied; (vi) have no less than 84.45% of the
mortgaged properties securing Group I Mortgage Loans be single family detached
and de minimis planned unit developments; (vii) have no more than 49.03% of the
Group I Loans be cash-out refinance; (viii) not have any of such group of Group
I Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be
covered by a Primary Insurance Policy; (ix) have no more than 0.00% of the Group
I Loans be Mortgage Loans with an interest only period; and (x) together with
the Group I Mortgage Loans already included in the trust, have no more than
2.29% of such Mortgage Loans (by aggregate Stated Principal Balance as of the
Subsequent Cut-off Date) secured by mortgaged properties located in any one zip
code.

         Notwithstanding the foregoing, any Group I Subsequent Mortgage Loan may
be rejected by any Rating Agency if the inclusion of any such Group I Subsequent
Mortgage Loan would adversely affect the ratings of the Notes. In addition,
minor variances from the characteristics stated above will be permitted with the
consent of the Rating Agencies so long as there are compensating factors, and
the consent of the Rating Agencies to any group of Group I Subsequent Mortgage
Loans shall mean that the representations and warranties set forth in
subsections (c) and (d) above are accurate; PROVIDED, HOWEVER, that the
information furnished to the Rating Agencies in respect of such Group I
Subsequent Mortgage Loans is true and correct in all material respects. At least
one (1) Business Day prior to the applicable Subsequent Transfer Date, each
Rating Agency shall notify the Indenture Trustee as to which Group I Subsequent
Mortgage Loans, if any, shall not be included in the transfer on such applicable
Subsequent Transfer Date; PROVIDED, HOWEVER, that the Seller shall have
delivered to each Rating Agency at least three (3) Business Days prior to such
applicable Subsequent Transfer Date a computer file acceptable to each Rating
Agency describing the characteristics specified in subsections (c) and (d)
above.

         Section 2.06 CONVEYANCE OF THE GROUP II SUBSEQUENT MORTGAGE LOANS. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group II Pre-Funding Account, the Depositor shall, on
the Subsequent Transfer Date, sell, transfer, assign, set over and convey
without recourse to the Trust Estate, but subject to the other terms and
provisions of this




                                       10
<PAGE>



Agreement, all of the right, title and interest of the Depositor in and to (i)
the related Group II Subsequent Mortgage Loans identified on the Mortgage Loan
Schedule attached to the related Group II Subsequent Transfer Instrument
delivered by the Depositor on the Subsequent Transfer Date, (ii) all interest
accruing thereon on and after the Subsequent Cut-off Date (with respect to the
Group II Subsequent Mortgage Loans) and all collections in respect of interest
and principal due after the Subsequent Cut-off Date and (iii) all items with
respect to such Group II Subsequent Mortgage Loans to be delivered pursuant to
Section 2.03 and the other items in the related Mortgage Files; PROVIDED,
HOWEVER, that the Depositor reserves and retains all right, title and interest
in and to principal received and interest accruing on the Group II Subsequent
Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the
Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group
II Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be
absolute and is intended by the Depositor, the RMBS Master Servicer, the RMBS
Servicer, the HELOC Back-Up Servicer, the HELOC Servicer, the Securities
Administrator, the Indenture Trustee and the Noteholders to constitute and to be
treated as a sale of the Group II Subsequent Mortgage Loans by the Depositor to
the Trust Estate. The related Mortgage File for each Group II Subsequent
Mortgage Loan shall be delivered to the Indenture Trustee at least three (3)
Business Days prior to the related Subsequent Transfer Date.

         The purchase price paid by the Indenture Trustee from amounts released
from the Group II Pre-Funding Account shall be one-hundred percent (100%) of the
aggregate Stated Principal Balance of the Group II Subsequent Mortgage Loans so
transferred (as identified on the Mortgage Loan Schedule provided by the
Depositor).

         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group II Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such applicable funds from the Group II
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Securities
         Administrator, the Indenture Trustee and the Rating Agencies with a
         timely Addition Notice, substantially in the form of Exhibit G hereto,
         and shall have provided any information reasonably requested by the
         Indenture Trustee with respect to the Group II Subsequent Mortgage
         Loans;

                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group II Subsequent Transfer Instrument (which
         the Indenture Trustee is hereby authorized to execute), which shall
         include a Mortgage Loan Schedule listing the Group II Subsequent
         Mortgage Loans, and the Seller shall have delivered a computer file
         containing such Mortgage Loan Schedule to the Indenture Trustee at
         least three (3) Business Days prior to the related Subsequent Transfer
         Date;

                  (iii) as of each applicable Subsequent Transfer Date, as
         evidenced by delivery of the related Group II Subsequent Transfer
         Instrument, substantially in the form of



                                       11
<PAGE>



         Exhibit F, the Depositor shall not be insolvent nor shall it have been
         rendered insolvent by such transfer nor shall it be aware of any
         pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each Mortgage Loan is being serviced by the RMBS Servicer
         under the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group II Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group II Subsequent Transfer Instrument confirming
         the satisfaction of all of the conditions specified in this Section
         2.06 and, pursuant to such Group II Subsequent Transfer Instrument,
         assigned to the Indenture Trustee without recourse for the benefit of
         the Noteholders all the right, title and interest of the Depositor, in,
         to and under the applicable Group II Subsequent Mortgage Loan Purchase
         Agreement, to the extent of the related Group II Subsequent Mortgage
         Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee and
         the Rating Agencies with respect to the transfer of the applicable
         Group II Subsequent Mortgage Loans substantially in the form of the
         Opinion of Counsel delivered to the Indenture Trustee on the Closing
         Date regarding the validity of the conveyance and the true sale of such
         Group II Subsequent Mortgage Loans; and

                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator and the
         RMBS Master Servicer a computer file containing the final Mortgage Loan
         Schedule with respect to such subsequent transfer and such additional
         information concerning the Mortgage Loans described therein as may be
         necessary to enable the Securities Administrator and the RMBS Master
         Servicer to perform their respective duties under the Basic Documents.

         (c) The obligation of the Trust Estate to purchase a Group II
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the
satisfaction of the conditions set forth in the immediately following paragraph
and the accuracy of the following representations and warranties with respect to
each such Group II Subsequent Mortgage Loan determined as of the applicable
Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days
delinquent as of the last day of the month preceding the Subsequent Cut-off
Date; (ii) the original term to stated maturity of such Mortgage Loan will be
360 months; (iii) each Group II Subsequent Mortgage Loan must be an
adjustable-rate Mortgage Loan with a first lien on the related mortgaged
property; (iv) no Group II Subsequent Mortgage Loan will have a first



                                       12
<PAGE>



Payment Date occurring after June 1, 2005; (v) the latest maturity date of any
Group II Subsequent Mortgage Loan will be no later than May 1, 2035; (vi) none
of the Group II Subsequent Mortgage Loans will be a buydown loan; (vii) such
Mortgage Loan will have a credit score of not less than 530; (viii) such
Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off
Date ranging from approximately 3.392% per annum to approximately 7.392% per
annum; (ix) none of the Group II Subsequent Mortgage loans will be a New York
State "high cost" loan; and (x) such Group II Subsequent Mortgage Loan shall
have been underwritten in accordance with the criteria set forth under "The
Mortgage Pool--Underwriting Standards" in the Prospectus Supplement.

         (d) In addition, following the purchase of any Group II Subsequent
Mortgage Loan by the Trust, the applicable Group II Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) have a weighted average
Mortgage Rate ranging from 4.892% to 5.892% per annum; (ii) consist of Mortgage
Loans with prepayment charges representing no less than approximately 7.33% of
the Pool Balance; (iii) have a weighted average credit score ranging from 708 to
714 (iv) have no more than 28.70% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 71.67% of the mortgaged properties
securing Group II Loans be owner occupied; (vi) have no less than 75.14% of the
mortgaged properties securing Group II Mortgage Loans be single family detached
and de minimis planned unit developments; (vii) have no more than 23.88% of the
Group II Loans be cash-out refinance; (viii) not have any of such group of Group
II Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be
covered by a Primary Insurance Policy; (ix) have no more than 84.94% of the
Group II Loans be Mortgage Loans with an interest only period; (x) together with
the Group II Mortgage Loans already included in the trust, have no more than
0.72% of such Mortgage Loans (by aggregate Stated Principal Balance as of the
Subsequent Cut-off Date) secured by mortgaged properties located in any one zip
code; (xi) no more than 14% of the pool will have a credit score less than 640;
(xii) no less than 30% the pool will have "full documentation"; (xiii) will have
a weighted average loan to value ratio between 68% and 77% and (xiv) no more
than 2.00% will have a loan to value ratio of greater than 95%.

         Notwithstanding the foregoing, any Group II Subsequent Mortgage Loan
may be rejected by any Rating Agency if the inclusion of any such Group II
Subsequent Mortgage Loan would adversely affect the ratings of the Notes. In
addition, minor variances from the characteristics stated above will be
permitted with the consent of the Rating Agencies so long as there are
compensating factors, and the consent of the Rating Agencies to any group of
Group II Subsequent Mortgage Loans shall mean that the representations and
warranties set forth in subsections (c) and (d) above are accurate; PROVIDED,
HOWEVER, that the information furnished to the Rating Agencies in respect of
such Group II Subsequent Mortgage Loans is true and correct in all material
respects. At least one (1) Business Day prior to the applicable Subsequent
Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which
Group II Subsequent Mortgage Loans, if any, shall not be included in the
transfer on such Subsequent Transfer Date; PROVIDED, however, that the Seller
shall have delivered to each Rating Agency at least three (3) Business Days
prior to such Subsequent Transfer Date a computer file acceptable to each Rating
Agency describing the characteristics specified in subsections (c) and (d)
above.



                                       13
<PAGE>



         Section 2.07 CONVEYANCE OF THE GROUP III SUBSEQUENT MORTGAGE LOANS. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group III Pre-Funding Account, the Depositor shall, on
the Subsequent Transfer Date, sell, transfer, assign, set over and convey
without recourse to the Trust Estate, but subject to the other terms and
provisions of this Agreement, all of the right, title and interest of the
Depositor in and to (i) the related Group III Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached to the related Group III
Subsequent Transfer Instrument delivered by the Depositor on the Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date (with respect to the Group III Subsequent Mortgage Loans) and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group III Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in
the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Group III Subsequent Mortgage Loans prior to the related
Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in
the Trust Estate by the Depositor of the Group III Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by
the Depositor, the RMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up
Servicer, the HELOC Servicer, the Securities Administrator, the Indenture
Trustee and the Noteholders to constitute and to be treated as a sale of the
Group III Subsequent Mortgage Loans by the Depositor to the Trust Estate. The
related Mortgage File for each Group III Subsequent Mortgage Loan shall be
delivered to the Indenture Trustee at least three (3) Business Days prior to the
related Subsequent Transfer Date.

         The purchase price paid by the Indenture Trustee from amounts released
from the Group III Pre-Funding Account shall be one-hundred percent (100%) of
the aggregate Stated Principal Balance of the Group III Subsequent Mortgage
Loans so transferred (as identified on the Mortgage Loan Schedule provided by
the Depositor).

         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group III Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such applicable funds from the Group III
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Securities
         Administrator, the Indenture Trustee and the Rating Agencies with a
         timely Addition Notice, substantially in the form of Exhibit G hereto,
         and shall have provided any information reasonably requested by the
         Indenture Trustee with respect to the Group III Subsequent Mortgage
         Loans;

                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group III Subsequent Transfer Instrument (which
         the Indenture Trustee is hereby authorized to execute), which shall
         include a Mortgage Loan Schedule listing the Group III Subsequent
         Mortgage Loans, and the Seller shall have delivered a computer




                                       14
<PAGE>



         file containing such Mortgage Loan Schedule to the Indenture Trustee at
         least three (3) Business Days prior to the related Subsequent Transfer
         Date;

                  (iii) as of each applicable Subsequent Transfer Date, as
         evidenced by delivery of the related Group III Subsequent Transfer
         Instrument, substantially in the form of Exhibit F, the Depositor shall
         not be insolvent nor shall it have been rendered insolvent by such
         transfer nor shall it be aware of any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each Mortgage Loan is being serviced by the RMBS Servicer
         under the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group III Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group III Subsequent Transfer Instrument confirming
         the satisfaction of all of the conditions specified in this Section
         2.07 and, pursuant to such Group III Subsequent Transfer Instrument,
         assigned to the Indenture Trustee without recourse for the benefit of
         the Noteholders all the right, title and interest of the Depositor, in,
         to and under the applicable Group III Subsequent Mortgage Loan Purchase
         Agreement, to the extent of the related Group III Subsequent Mortgage
         Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee and
         the Rating Agencies with respect to the transfer of the applicable
         Group III Subsequent Mortgage Loans substantially in the form of the
         Opinion of Counsel delivered to the Indenture Trustee on the Closing
         Date regarding the validity of the conveyance and the true sale of such
         Group III Subsequent Mortgage Loans; and

                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator and the
         RMBS Master Servicer a computer file containing the final Mortgage Loan
         Schedule with respect to such subsequent transfer and such additional
         information concerning the Mortgage Loans described therein as may be
         necessary to enable the Securities Administrator and the RMBS Master
         Servicer to perform their respective duties under the Basic Documents.

         (c) The obligation of the Trust Estate to purchase a Group III
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the
satisfaction of the conditions set forth in the immediately following paragraph
and the accuracy of the following representations and warranties with respect to
each such Group III Subsequent Mortgage Loan determined as of the applicable
Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days




                                       15
<PAGE>



delinquent as of the last day of the month preceding the Subsequent Cut-off
Date; (ii) the original term to stated maturity of such Mortgage Loan will be
360 months; (iii) each Group III Subsequent Mortgage Loan must be an
adjustable-rate Mortgage Loan with a first lien on the related mortgaged
property; (iv) no Group III Subsequent Mortgage Loan will have a first Payment
Date occurring after June 1, 2005; (v) the latest maturity date of any Group III
Subsequent Mortgage Loan will be no later than May 1, 2035; (vi) none of the
Group III Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage
Loan will have a credit score of not less than 621; (viii) such Mortgage Loan
will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging
from approximately 3.187% per annum to approximately 7.187% per annum; (ix) none
of the Group III Subsequent Mortgage loans will be a New York State "high cost"
loan; and (x) such Group III Subsequent Mortgage Loan shall have been
underwritten in accordance with the criteria set forth under "The Mortgage
Pool--Underwriting Standards" in the Prospectus Supplement.

         (d) In addition, following the purchase of any Group III Subsequent
Mortgage Loan by the Trust, the applicable Group III Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) have a weighted average
Mortgage Rate ranging from 4.687% to 5.687% per annum; (ii) consist of Mortgage
Loans with prepayment charges representing no less than approximately3.07% of
the Pool Balance; (iii) have a weighted average credit score ranging from 715 to
721; (iv) have no more than 50.31% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 85.16% of the mortgaged properties
securing Group III Loans be owner occupied; (vi) have no less than 88.01% of the
mortgaged properties securing Group III Mortgage Loans be single family detached
and de minimis planned unit developments; (vii) have no more than 24.92% of the
Group III Loans be cash-out refinance; (viii) not have any of such group of
Group III Subsequent Mortgage Loans with a loan-to-value ratio greater than 80%
not be covered by a Primary Insurance Policy; (ix) have no more than 93.51% of
the Group III Loans be Mortgage Loans with an interest only period; (x) together
with the Group III Mortgage Loans already included in the trust, have no more
than 1.66% of such Mortgage Loans (by aggregate Stated Principal Balance as of
the Subsequent Cut-off Date) secured by mortgaged properties located in any one
zip code; (xi) no more than 6% of the pool will have a credit score less than
640; (xii) no less than 23% of the pool will have "full documentation"; (xiii)
will have a weighted average loan to value ratio between 70% and 79% and (xiv)
no more than 0.50% will have a loan to value ratio of greater than 95%.

         Notwithstanding the foregoing, any Group III Subsequent Mortgage Loan
may be rejected by any Rating Agency if the inclusion of any such Group III
Subsequent Mortgage Loan would adversely affect the ratings of the Notes. In
addition, minor variances from the characteristics stated above will be
permitted with the consent of the Rating Agencies so long as there are
compensating factors, and the consent of the Rating Agencies to any group of
Group III Subsequent Mortgage Loans shall mean that the representations and
warranties set forth in subsections (c) and (d) above are accurate; PROVIDED,
HOWEVER, that the information furnished to the Rating Agencies in respect of
such Group III Subsequent Mortgage Loans is true and correct in all material
respects. At least one (1) Business Day prior to the applicable Subsequent
Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which
Group III Subsequent Mortgage Loans, if any, shall not be included in the
transfer on such Subsequent Transfer Date; PROVIDED, however, that the Seller
have delivered to each Rating Agency at least



                                       16
<PAGE>



three (3) Business Days prior to such Subsequent Transfer Date a computer file
acceptable to each Rating Agency describing the characteristics specified in
subsections (c) and (d) above.

         Section 2.08 CONVEYANCE OF THE GROUP IV SUBSEQUENT MORTGAGE LOANS. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group IV Pre-Funding Account, the Depositor shall, on
the Subsequent Transfer Date, sell, transfer, assign, set over and convey
without recourse to the Trust Estate, but subject to the other terms and
provisions of this Agreement, all of the right, title and interest of the
Depositor in and to (i) the related Group IV Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached to the related Group IV
Subsequent Transfer Instrument delivered by the Depositor on the Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date (with respect to the Group IV Subsequent Mortgage Loans) and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group IV Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in
the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Group IV Subsequent Mortgage Loans prior to the related
Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in
the Trust Estate by the Depositor of the Group IV Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by
the Depositor, the RMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up
Servicer, the HELOC Servicer, the Securities Administrator, the Indenture
Trustee and the Noteholders to constitute and to be treated as a sale of the
Group IV Subsequent Mortgage Loans by the Depositor to the Trust Estate. The
related Mortgage File for each Group IV Subsequent Mortgage Loan shall be
delivered to the Indenture Trustee at least three (3) Business Days prior to the
related Subsequent Transfer Date.

         The purchase price paid by the Indenture Trustee from amounts released
from the Group IV Pre-Funding Account shall be one-hundred percent (100%) of the
aggregate Stated Principal Balance of the Group IV Subsequent Mortgage Loans so
transferred (as identified on the Mortgage Loan Schedule provided by the
Depositor).

         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group IV Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such applicable funds from the Group IV
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the related Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Securities
         Administrator, the Indenture Trustee and the Rating Agencies with a
         timely Addition Notice, substantially in the form of Exhibit G hereto,
         and shall have provided any information reasonably requested by the
         Indenture Trustee with respect to the Group IV Subsequent Mortgage
         Loans;



                                       17
<PAGE>



                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group IV Subsequent Transfer Instrument (which
         the Indenture Trustee is hereby authorized to execute), which shall
         include a Mortgage Loan Schedule listing the Group IV Subsequent
         Mortgage Loans, and the Seller shall have delivered a computer file
         containing such Mortgage Loan Schedule to the Indenture Trustee at
         least three (3) Business Days prior to the related Subsequent Transfer
         Date;

                  (iii) as of each related Subsequent Transfer Date, as
         evidenced by delivery of the related Group IV Subsequent Transfer
         Instrument, substantially in the form of Exhibit F, the Depositor shall
         not be insolvent nor shall it have been rendered insolvent by such
         transfer nor shall it be aware of any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each Mortgage Loan is being serviced by the RMBS Servicer
         under the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group IV Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group IV Subsequent Transfer Instrument confirming
         the satisfaction of all of the conditions specified in this Section
         2.08 and, pursuant to such Group IV Subsequent Transfer Instrument,
         assigned to the Indenture Trustee without recourse for the benefit of
         the Noteholders all the right, title and interest of the Depositor, in,
         to and under the applicable Group IV Subsequent Mortgage Loan Purchase
         Agreement, to the extent of the related Group IV Subsequent Mortgage
         Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee and
         the Rating Agencies with respect to the transfer of the applicable
         Group IV Subsequent Mortgage Loans substantially in the form of the
         Opinion of Counsel delivered to the Indenture Trustee on the Closing
         Date regarding the validity of the conveyance and the true sale of such
         Group IV Subsequent Mortgage Loans; and

                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator and the
         RMBS Master Servicer a computer file containing the final Mortgage Loan
         Schedule with respect to such subsequent transfer and such additional
         information concerning the Mortgage Loans described therein as may be
         necessary to enable the Securities Administrator and the RMBS Master
         Servicer to perform their respective duties under the Basic Documents.



                                       18
<PAGE>



         (c) The obligation of the Trust Estate to purchase a Group IV
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the
satisfaction of the conditions set forth in the immediately following paragraph
and the accuracy of the following representations and warranties with respect to
each such Group IV Subsequent Mortgage Loan determined as of the applicable
Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days
delinquent as of the last day of the month preceding the Subsequent Cut-off
Date; (ii) the original term to stated maturity of such Mortgage Loan will be
either 360 months or 480 months; (iii) each Group IV Subsequent Mortgage Loan
must be an adjustable-rate Mortgage Loan with a first lien on the related
mortgaged property; (iv) no Group IV Subsequent Mortgage Loan will have a first
Payment Date occurring after June 1, 2005; (v) the latest maturity date of any
Group IV Subsequent Mortgage Loan will be no later than June 1, 2044; (vi) none
of the Group IV Subsequent Mortgage Loans will be a buydown loan; (vii) such
Mortgage Loan will have a credit score of not less than 536; (viii) such
Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off
Date ranging from approximately 3.630% per annum to approximately 7.360% per
annum; (ix) none of the Group IV Subsequent Mortgage loans will be a New York
State "high cost" loan; and (x) such Group IV Subsequent Mortgage Loan shall
have been underwritten in accordance with the criteria set forth under "The
Mortgage Pool--Underwriting Standards" in the Prospectus Supplement.

         (d) In addition, following the purchase of any Group IV Subsequent
Mortgage Loan by the Trust, the applicable Group IV Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) have a weighted average
Mortgage Rate ranging from 5.130% to 6.130% per annum; (ii) consist of Mortgage
Loans with prepayment charges representing no less than approximately 9.21% of
the Pool Balance; (iii) have a weighted average credit score ranging from 702 to
708; (iv) have no more than 22.62% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 79.11% of the mortgaged properties
securing Group IV Loans be owner occupied; (vi) have no less than 83.44% of the
mortgaged properties securing Group IV Mortgage Loans be single family detached
and de minimis planned unit developments; (vii) have no more than 26.78% of the
Group IV Loans be cash-out refinance; (viii) not have any of such group of Group
IV Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be
covered by a Primary Insurance Policy; (ix) have no more than 82.58% of the
Group IV Loans be Mortgage Loans with an interest only period; (x) together with
the Group IV Mortgage Loans already included in the trust, have no more than
1.26% of such Mortgage Loans (by aggregate Stated Principal Balance as of the
Subsequent Cut-off Date) secured by mortgaged properties located in any one zip
code; (xi) no more than 10% of the pool will have a credit score less than 640;
(xii) no less than 42% of the pool will have "full documentation"; (xiii) will
have a weighted average loan to value ratio between 73% and 82% and (xiv) no
more than 2.00% will have a loan to value ratio of greater than 95%.

         Notwithstanding the foregoing, any Group IV Subsequent Mortgage Loan
may be rejected by any Rating Agency if the inclusion of any such Group IV
Subsequent Mortgage Loan would adversely affect the ratings of the Notes. In
addition, minor variances from the characteristics stated above will be
permitted with the consent of the Rating Agencies so long as there are
compensating factors, and the consent of the Rating Agencies to any group of
Group IV Subsequent Mortgage Loans shall mean that the representations and
warranties set forth in subsections (c) and (d) above are accurate; PROVIDED,
HOWEVER, that the information furnished to



                                       19
<PAGE>



the Rating Agencies in respect of such Group IV Subsequent Mortgage Loans is
true and correct in all material respects. At least one (1) Business Day prior
to the applicable Subsequent Transfer Date, each Rating Agency shall notify the
Indenture Trustee as to which Group IV Subsequent Mortgage Loans, if any, shall
not be included in the transfer on such Subsequent Transfer Date; PROVIDED,
however, that the Seller have delivered to each Rating Agency at least three (3)
Business Days prior to such Subsequent Transfer Date a computer file acceptable
to each Rating Agency describing the characteristics specified in subsections
(c) and (d) above.

         Section 2.09 CONVEYANCE OF THE GROUP V SUBSEQUENT MORTGAGE LOANS. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group V Pre-Funding Account, the Depositor shall, on the
Subsequent Transfer Date, sell, transfer, assign, set over and convey without
recourse to the Trust Estate, but subject to the other terms and provisions of
this Agreement, all of the right, title and interest of the Depositor in and to
(i) the related Group V Subsequent Mortgage Loans identified on the Mortgage
Loan Schedule attached to the related Group V Subsequent Transfer Instrument
delivered by the Depositor on the Subsequent Transfer Date, (ii) all interest
accruing thereon on and after the Subsequent Cut-off Date (with respect to the
Group V Subsequent Mortgage Loans) and all collections in respect of interest
and principal due after the Subsequent Cut-off Date and (iii) all items with
respect to such Group V Subsequent Mortgage Loans to be delivered pursuant to
Section 2.03 and the other items in the related Mortgage Files; PROVIDED,
HOWEVER, that the Depositor reserves and retains all right, title and interest
in and to principal received and interest accruing on the Group V Subsequent
Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the
Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group
V Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be
absolute and is intended by the Depositor, the RMBS Master Servicer, the RMBS
Servicer, the HELOC Back-Up Servicer, the HELOC Servicer, the Securities
Administrator, the Indenture Trustee and the Noteholders to constitute and to be
treated as a sale of the Group V Subsequent Mortgage Loans by the Depositor to
the Trust Estate. The related Mortgage File for each Group V Subsequent Mortgage
Loan shall be delivered to the Indenture Trustee at least three (3) Business
Days prior to the related Subsequent Transfer Date.

         The purchase price paid by the Indenture Trustee from amounts released
from the Group V Pre-Funding Account shall be one-hundred percent (100%) of the
aggregate Stated Principal Balance of the Group V Subsequent Mortgage Loans so
transferred (as identified on the Mortgage Loan Schedule provided by the
Depositor).

         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group V Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such applicable funds from the Group V
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Securities
         Administrator, the Indenture Trustee and the Rating Agencies with a
         timely Addition Notice, substantially in



                                       20
<PAGE>



         the form of Exhibit G hereto, and shall have provided any information
         reasonably requested by the Indenture Trustee with respect to the Group
         V Subsequent Mortgage Loans;

                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group V Subsequent Transfer Instrument (which
         the Indenture Trustee is hereby authorized to execute), which shall
         include a Mortgage Loan Schedule listing the Group V Subsequent
         Mortgage Loans, and the Seller shall have delivered a computer file
         containing such Mortgage Loan Schedule to the Indenture Trustee at
         least three (3) Business Days prior to the related Subsequent Transfer
         Date;

                  (iii) as of each related Subsequent Transfer Date, as
         evidenced by delivery of the related Group V Subsequent Transfer
         Instrument, substantially in the form of Exhibit F, the Depositor shall
         not be insolvent nor shall it have been rendered insolvent by such
         transfer nor shall it be aware of any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each Mortgage Loan is being serviced by the RMBS Servicer
         under the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group V Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group V Subsequent Transfer Instrument confirming
         the satisfaction of all of the conditions specified in this Section
         2.09 and, pursuant to such Group V Subsequent Transfer Instrument,
         assigned to the Indenture Trustee without recourse for the benefit of
         the Noteholders all the right, title and interest of the Depositor, in,
         to and under the applicable Group V Subsequent Mortgage Loan Purchase
         Agreement, to the extent of the related Group V Subsequent Mortgage
         Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee and
         the Rating Agencies with respect to the transfer of the applicable
         Group V Subsequent Mortgage Loans substantially in the form of the
         Opinion of Counsel delivered to the Indenture Trustee on the Closing
         Date regarding the validity of the conveyance and the true sale of such
         Group V Subsequent Mortgage Loans; and

                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator and the
         RMBS Master Servicer a computer file containing the final Mortgage Loan
         Schedule with respect to such subsequent transfer and such additional
         information concerning the Mortgage Loans described therein as may



                                       21
<PAGE>



         be necessary to enable the Securities Administrator and the RMBS Master
         Servicer to perform their respective duties under the Basic Documents.

         (c) The obligation of the Trust Estate to purchase a Group V Subsequent
Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of
the conditions set forth in the immediately following paragraph and the accuracy
of the following representations and warranties with respect to each such Group
V Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the
last day of the month preceding the Subsequent Cut-off Date; (ii) the original
term to stated maturity of such Mortgage Loan will be 360 months; (iii) each
Group V Subsequent Mortgage Loan must be an adjustable-rate Mortgage Loan with a
first lien on the related mortgaged property; (iv) no Group V Subsequent
Mortgage Loan will have a first Payment Date occurring after June 1, 2005; (v)
the latest maturity date of any Group V Subsequent Mortgage Loan will be no
later than May 1, 2035; (vi) none of the Group V Subsequent Mortgage Loans will
be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less
than 621; (viii) such Mortgage Loan will have a Mortgage Rate as of the
applicable Subsequent Cut-off Date ranging from approximately 3.561% per annum
to approximately 7.561% per annum; (ix) none of the Group V Subsequent Mortgage
loans will be a New York State "high cost" loan; and (x) such Group V Subsequent
Mortgage Loan shall have been underwritten in accordance with the criteria set
forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus
Supplement.

         (d) In addition, following the purchase of any Group V Subsequent
Mortgage Loan by the Trust, the applicable Group V Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) have a weighted average
Mortgage Rate ranging from 5.061% to 6.061% per annum; (ii) consist of Mortgage
Loans with prepayment charges representing no less than approximately 4.25% of
the Pool Balance; (iii) have a weighted average credit score ranging from 709 to
715; (iv) have no more than 39.44% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 89.19% of the mortgaged properties
securing Group V Loans be owner occupied; (vi) have no less than 90.08% of the
mortgaged properties securing Group V Mortgage Loans be single family detached
and de minimis planned unit developments; (vii) have no more than 28.72% of the
Group V Loans be cash-out refinance; (viii) not have any of such group of Group
V Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be
covered by a Primary Insurance Policy; (ix) have no more than 93.12% of the
Group V Loans be Mortgage Loans with an interest only period; (x) together with
the Group V Mortgage Loans already included in the trust, have no more than
3.84% of such Mortgage Loans (by aggregate Stated Principal Balance as of the
Subsequent Cut-off Date) secured by mortgaged properties located in any one zip
code; (xi) no more than 6% of the pool will have a credit score less than 640;
(xii) no less than 38% the pool will have "full documentation"; (xiii) will have
a weighted average loan to value ratio between 70% and 79% and (xiv) no more
than 0.50% will have a loan to value ratio of greater than 95%.

         Notwithstanding the foregoing, any Group V Subsequent Mortgage Loan may
be rejected by any Rating Agency if the inclusion of any such Group V Subsequent
Mortgage Loan would adversely affect the ratings of the Notes. In addition,
minor variances from the characteristics stated above will be permitted with the
consent of the Rating Agencies so long as there are



                                       22
<PAGE>



compensating factors, and the consent of the Rating Agencies to any group of
Group V Subsequent Mortgage Loans shall mean that the representations and
warranties set forth in subsections (c) and (d) above are accurate; PROVIDED,
HOWEVER, that the information furnished to the Rating Agencies in respect of
such Group V Subsequent Mortgage Loans is true and correct in all material
respects. At least one (1) Business Day prior to the applicable Subsequent
Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which
Group V Subsequent Mortgage Loans, if any, shall not be included in the transfer
on such Subsequent Transfer Date; PROVIDED, HOWEVER, that the Seller have
delivered to each Rating Agency at least three (3) Business Days prior to such
Subsequent Transfer Date a computer file acceptable to each Rating Agency
describing the characteristics specified in subsections (c) and (d) above.

         Section 2.10 CONVEYANCE OF THE GROUP VI SUBSEQUENT MORTGAGE LOANS. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group VI Pre-Funding Account, the Depositor shall, on
the Subsequent Transfer Date, sell, transfer, assign, set over and convey
without recourse to the Trust Estate, but subject to the other terms and
provisions of this Agreement, all of the right, title and interest of the
Depositor in and to (i) the related Group VI Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached to the related Group VI
Subsequent Transfer Instrument delivered by the Depositor on the Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date (with respect to the Group VI Subsequent Mortgage Loans) and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group VI Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in
the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Group VI Subsequent Mortgage Loans prior to the related
Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in
the Trust Estate by the Depositor of the Group VI Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by
the Depositor, the RMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up
Servicer, the HELOC Servicer, the Securities Administrator, the Indenture
Trustee and the Noteholders to constitute and to be treated as a sale of the
Group VI Subsequent Mortgage Loans by the Depositor to the Trust Estate. The
related Mortgage File for each Group VI Subsequent Mortgage Loan shall be
delivered to the Indenture Trustee at least three (3) Business Days prior to the
related Subsequent Transfer Date.

         The purchase price paid by the Indenture Trustee from amounts released
from the Group VI Pre-Funding Account shall be one-hundred percent (100%) of the
aggregate Stated Principal Balance of the Group VI Subsequent Mortgage Loans so
transferred (as identified on the Mortgage Loan Schedule provided by the
Depositor).

         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group VI Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such applicable funds from the Group VI
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the Subsequent Transfer Date:



                                       23
<PAGE>



                  (i) the Depositor shall have provided the Securities
         Administrator, the Indenture Trustee and the Rating Agencies with a
         timely Addition Notice, substantially in the form of Exhibit G hereto,
         and shall have provided any information reasonably requested by the
         Indenture Trustee with respect to the Group VI Subsequent Mortgage
         Loans;

                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group VI Subsequent Transfer Instrument (which
         the Indenture Trustee is hereby authorized to execute), which shall
         include a Mortgage Loan Schedule listing the Group VI Subsequent
         Mortgage Loans, and the Seller shall have delivered a computer file
         containing such Mortgage Loan Schedule to the Indenture Trustee at
         least three (3) Business Days prior to the related Subsequent Transfer
         Date;

                  (iii) as of each related Subsequent Transfer Date, as
         evidenced by delivery of the related Group VI Subsequent Transfer
         Instrument, substantially in the form of Exhibit F, the Depositor shall
         not be insolvent nor shall it have been rendered insolvent by such
         transfer nor shall it be aware of any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each Mortgage Loan is being serviced by the RMBS Servicer
         under the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group VI Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group VI Subsequent Transfer Instrument confirming
         the satisfaction of all of the conditions specified in this Section
         2.10 and, pursuant to such Group VI Subsequent Transfer Instrument,
         assigned to the Indenture Trustee without recourse for the benefit of
         the Noteholders all the right, title and interest of the Depositor, in,
         to and under the applicable Group VI Subsequent Mortgage Loan Purchase
         Agreement, to the extent of the related Group VI Subsequent Mortgage
         Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee and
         the Rating Agencies with respect to the transfer of the applicable
         Group VI Subsequent Mortgage Loans substantially in the form of the
         Opinion of Counsel delivered to the Indenture Trustee on the Closing
         Date regarding the validity of the conveyance and the true sale of such
         Group VI Subsequent Mortgage Loans; and

                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator and the
         RMBS Master Servicer a computer



                                       24
<PAGE>



         file containing the final Mortgage Loan Schedule with respect to such
         subsequent transfer and such additional information concerning the
         Mortgage Loans described therein as may be necessary to enable the
         Securities Administrator and the RMBS Master Servicer to perform their
         respective duties under the Basic Documents.

         (c) The obligation of the Trust Estate to purchase a Group VI
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the
satisfaction of the conditions set forth in the immediately following paragraph
and the accuracy of the following representations and warranties with respect to
each such Group VI Subsequent Mortgage Loan determined as of the applicable
Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days
delinquent as of the last day of the month preceding the Subsequent Cut-off
Date; (ii) the original term to stated maturity of such Mortgage Loan will be
360 months; (iii) each Group VI Subsequent Mortgage Loan must be an
adjustable-rate Mortgage Loan with a first lien on the related mortgaged
property; (iv) no Group VI Subsequent Mortgage Loan will have a first Payment
Date occurring after May 1, 2005; (v) the latest maturity date of any Group VI
Subsequent Mortgage Loan will be no later than April 1, 2035; (vi) none of the
Group VI Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage
Loan will have a credit score of not less than 464; (viii) such Mortgage Loan
will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging
from approximately 3.908% per annum to approximately 7.908% per annum; (ix) none
of the Group VI Subsequent Mortgage loans will be a New York State "high cost"
loan; and (x) such Group VI Subsequent Mortgage Loan shall have been
underwritten in accordance with the criteria set forth under "The Mortgage
Pool--Underwriting Standards" in the Prospectus Supplement.

         (d) In addition, following the purchase of any Group VI Subsequent
Mortgage Loan by the Trust, the applicable Group VI Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) have a weighted average
Mortgage Rate ranging from 5.408% to 6.408% per annum; (ii) consist of Mortgage
Loans with prepayment charges representing no less than approximately 7.65% of
the Pool Balance; (iii) have a weighted average credit score ranging from 707 to
713; (iv) have no more than 17.11% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 75.75% of the mortgaged properties
securing Group VI Loans be owner occupied; (vi) have no less than 78.48% of the
mortgaged properties securing Group VI Mortgage Loans be single family detached
and de minimis planned unit developments; (vii) have no more than 27.37% of the
Group VI Loans be cash-out refinance; (viii) not have any of such group of Group
VI Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be
covered by a Primary Insurance Policy; (ix) have no more than 86.57% of the
Group VI Loans be Mortgage Loans with an interest only period; and (x) together
with the Group VI Mortgage Loans already included in the trust, have no more
than 0.95% of such Mortgage Loans (by aggregate Stated Principal Balance as of
the Subsequent Cut-off Date) secured by mortgaged properties located in any one
zip code; (xi) no more than 7% of the pool will have a credit score less than
640; (xii) no less than 41% the pool will have "full documentation"; (xiii) will
have a weighted average loan to value ratio between 71% and 80% and (xiv) no
more than 0.50% will have a loan to value ratio of greater than 95%.

         Notwithstanding the foregoing, any Group VI Subsequent Mortgage Loan
may be rejected by any Rating Agency if the inclusion of any such Group VI
Subsequent Mortgage Loan




                                       25
<PAGE>



would adversely affect the ratings of the Notes. In addition, minor variances
from the characteristics stated above will be permitted with the consent of the
Rating Agencies so long as there are compensating factors, and the consent of
the Rating Agencies to any group of Group VI Subsequent Mortgage Loans shall
mean that the representations and warranties set forth in subsections (c) and
(d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the
Rating Agencies in respect of such Group VI Subsequent Mortgage Loans is true
and correct in all material respects. At least one (1) Business Day prior to the
applicable Subsequent Transfer Date, each Rating Agency shall notify the
Indenture Trustee as to which Group VI Subsequent Mortgage Loans, if any, shall
not be included in the transfer on such Subsequent Transfer Date; PROVIDED,
however, that the Seller shall have delivered to each Rating Agency at least
three (3) Business Days prior to such Subsequent Transfer Date a computer file
acceptable to each Rating Agency describing the characteristics specified in
subsections (c) and (d) above.

         Section 2.11 CONVEYANCE OF THE GROUP VII SUBSEQUENT MORTGAGE LOANS. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group VII Pre-Funding Account, the Depositor shall, on
the Subsequent Transfer Date, sell, transfer, assign, set over and convey
without recourse to the Trust Estate, but subject to the other terms and
provisions of this Agreement, all of the right, title and interest of the
Depositor in and to (i) the related Group VII Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached to the related Group VII
Subsequent Transfer Instrument delivered by the Depositor on the Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date (with respect to the Group VII Subsequent Mortgage Loans) and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group VII Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in
the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Group VII Subsequent Mortgage Loans prior to the related
Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in
the Trust Estate by the Depositor of the Group VII Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by
the Depositor, the RMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up
Servicer, the HELOC Servicer, the Securities Administrator, the Indenture
Trustee and the Noteholders to constitute and to be treated as a sale of the
Group VII Subsequent Mortgage Loans by the Depositor to the Trust Estate. The
related Mortgage File for each Group VII Subsequent Mortgage Loan shall be
delivered to the Indenture Trustee at least three (3) Business Days prior to the
related Subsequent Transfer Date.

         The purchase price paid by the Indenture Trustee from amounts released
from the Group VII Pre-Funding Account shall be one-hundred percent (100%) of
the aggregate Stated Principal Balance of the Group VII Subsequent Mortgage
Loans so transferred (as identified on the Mortgage Loan Schedule provided by
the Depositor).

         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group VII Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such



                                       26
<PAGE>



applicable funds from the Group VII Pre-Funding Account, only upon the
satisfaction of each of the following conditions on or prior to the Subsequent
Transfer Date:

                  (i) the Depositor shall have provided the Securities
         Administrator, the Indenture Trustee and the Rating Agencies with a
         timely Addition Notice, substantially in the form of Exhibit G hereto,
         and shall have provided any information reasonably requested by the
         Indenture Trustee with respect to the Group VII Subsequent Mortgage
         Loans;

                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group VII Subsequent Transfer Instrument (which
         the Indenture Trustee is hereby authorized to execute), which shall
         include a Mortgage Loan Schedule listing the Group VII Subsequent
         Mortgage Loans, and the Seller shall have delivered a computer file
         containing such Mortgage Loan Schedule to the Indenture Trustee at
         least three (3) Business Days prior to the related Subsequent Transfer
         Date;

                  (iii) as of each related Subsequent Transfer Date, as
         evidenced by delivery of the related Group VII Subsequent Transfer
         Instrument, substantially in the form of Exhibit F, the Depositor shall
         not be insolvent nor shall it have been rendered insolvent by such
         transfer nor shall it be aware of any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each Mortgage Loan is being serviced by the RMBS Servicer
         under the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group VII Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group VII Subsequent Transfer Instrument confirming
         the satisfaction of all of the conditions specified in this Section
         2.11 and, pursuant to such Group VII Subsequent Transfer Instrument,
         assigned to the Indenture Trustee without recourse for the benefit of
         the Noteholders all the right, title and interest of the Depositor, in,
         to and under the applicable Group VII Subsequent Mortgage Loan Purchase
         Agreement, to the extent of the related Group VII Subsequent Mortgage
         Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee and
         the Rating Agencies with respect to the transfer of the applicable
         Group VII Subsequent Mortgage Loans substantially in the form of the
         Opinion of Counsel delivered to the Indenture Trustee on the Closing
         Date regarding the validity of the conveyance and the true sale of such
         Group VII Subsequent Mortgage Loans; and



                                       27
<PAGE>




                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator and the
         RMBS Master Servicer a computer file containing the final Mortgage Loan
         Schedule with respect to such subsequent transfer and such additional
         information concerning the Mortgage Loans described therein as may be
         necessary to enable the Securities Administrator and the RMBS Master
         Servicer to perform their respective duties under the Basic Documents.

         (c) The obligation of the Trust Estate to purchase a Group VII
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the
satisfaction of the conditions set forth in the immediately following paragraph
and the accuracy of the following representations and warranties with respect to
each such Group VII Subsequent Mortgage Loan determined as of the applicable
Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days
delinquent as of the last day of the month preceding the Subsequent Cut-off
Date; (ii) the original term to stated maturity of such Mortgage Loan will be
360 months; (iii) each Group VII Subsequent Mortgage Loan must be an
adjustable-rate Mortgage Loan with a first lien on the related mortgaged
property; (iv) no Group VII Subsequent Mortgage Loan will have a first Payment
Date occurring after June 1, 2005; (v) the latest maturity date of any Group VII
Subsequent Mortgage Loan will be no later than May 1, 2035; (vi) none of the
Group VII Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage
Loan will have a credit score of not less than 555; (viii) such Mortgage Loan
will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging
from approximately 3.693% per annum to approximately 7.693% per annum; (ix) none
of the Group VII Subsequent Mortgage loans will be a New York State "high cost"
loan; and (x) such Group VII Subsequent Mortgage Loan shall have been
underwritten in accordance with the criteria set forth under "The Mortgage
Pool--Underwriting Standards" in the Prospectus Supplement.

         (d) In addition, following the purchase of any Group VII Subsequent
Mortgage Loan by the Trust, the applicable Group VII Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) have a weighted average
Mortgage Rate ranging from 5.193% to 6.193% per annum; (ii) consist of Mortgage
Loans with prepayment charges representing no less than approximately 6.24% of
the Pool Balance; (iii) have a weighted average credit score ranging from 714 to
720; (iv) have no more than 32.44% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 92.98% of the mortgaged properties
securing Group VII Loans be owner occupied; (vi) have no less than 89.16% of the
mortgaged properties securing Group VII Mortgage Loans be single family detached
and de minimis planned unit developments; (vii) have no more than 27.85% of the
Group VII Loans be cash-out refinance; (viii) not have any of such group of
Group VII Subsequent Mortgage Loans with a loan-to-value ratio greater than 80%
not be covered by a Primary Insurance Policy; (ix) have no more than 86.20% of
the Group VII Loans be Mortgage Loans with an interest only period; (x) together
with the Group VII Mortgage Loans already included in the trust, have no more
than 1.19% of such Mortgage Loans (by aggregate Stated Principal Balance as of
the Subsequent Cut-off Date) secured by mortgaged properties located in any one
zip code; (xi) no more than 6% of the pool will have a credit score less than
640; (xii) no less than 50.00% the pool will have "full documentation"; (xiii)
will have a weighted average loan to value ratio between 70% and 79% and (xiv)
no more than 0.50% will have a loan to value ratio of greater than 95%.



                                       28
<PAGE>



         Notwithstanding the foregoing, any Group VII Subsequent Mortgage Loan
may be rejected by any Rating Agency if the inclusion of any such Group VII
Subsequent Mortgage Loan would adversely affect the ratings of the Notes. In
addition, minor variances from the characteristics stated above will be
permitted with the consent of the Rating Agencies so long as there are
compensating factors, and the consent of the Rating Agencies to any group of
Group VII Subsequent Mortgage Loans shall mean that the representations and
warranties set forth in subsections (c) and (d) above are accurate; PROVIDED,
HOWEVER, that the information furnished to the Rating Agencies in respect of
such Group VII Subsequent Mortgage Loans is true and correct in all material
respects. At least one (1) Business Day prior to the applicable Subsequent
Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which
Group VII Subsequent Mortgage Loans, if any, shall not be included in the
transfer on such Subsequent Transfer Date; PROVIDED, however, that the Seller
shall have delivered to each Rating Agency at least three (3) Business Days
prior to such Subsequent Transfer Date a computer file acceptable to each Rating
Agency describing the characteristics specified in subsections (c) and (d)
above.

         Section 2.12 CONVEYANCE OF THE GROUP VIII SUBSEQUENT MORTGAGE LOANS.
(a) Subject to the conditions set forth in paragraph (b) below and in
consideration of the Indenture Trustee's delivery on the applicable Subsequent
Transfer Dates, to or upon the written order of the Depositor, of all or a
portion of the balance of funds in the Group VIII Pre-Funding Account, the
Depositor shall, on the Subsequent Transfer Date, sell, transfer, assign, set
over and convey without recourse to the Trust Estate, but subject to the other
terms and provisions of this Agreement, all of the right, title and interest of
the Depositor in and to (i) the related Group VIII Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached to the related Group VIII
Subsequent Transfer Instrument delivered by the Depositor on the Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date (with respect to the Group VIII Subsequent Mortgage Loans) and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group VIII Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in
the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Group VIII Subsequent Mortgage Loans prior to the related
Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in
the Trust Estate by the Depositor of the Group VIII Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by
the Depositor, the RMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up
Servicer, the HELOC Servicer, the Securities Administrator, the Indenture
Trustee and the Noteholders to constitute and to be treated as a sale of the
Group VIII Subsequent Mortgage Loans by the Depositor to the Trust Estate. The
related Mortgage File for each Group VIII Subsequent Mortgage Loan shall be
delivered to the Indenture Trustee at least three (3) Business Days prior to the
related Subsequent Transfer Date.

         The purchase price paid by the Indenture Trustee from amounts released
from the Group VIII Pre-Funding Account shall be one-hundred percent (100%) of
the aggregate Stated Principal Balance of the Group VIII Subsequent Mortgage
Loans so transferred (as identified on the Mortgage Loan Schedule provided by
the Depositor).



                                       29
<PAGE>



         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group VIII Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such applicable funds from the Group
VIII Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Securities
         Administrator, the Indenture Trustee and the Rating Agencies with a
         timely Addition Notice, substantially in the form of Exhibit G hereto,
         and shall have provided any information reasonably requested by the
         Indenture Trustee with respect to the Group VIII Subsequent Mortgage
         Loans;

                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group VIII Subsequent Transfer Instrument
         (which the Indenture Trustee is hereby authorized to execute), which
         shall include a Mortgage Loan Schedule listing the Group VIII
         Subsequent Mortgage Loans, and the Seller shall have delivered a
         computer file containing such Mortgage Loan Schedule to the Indenture
         Trustee at least three (3) Business Days prior to the related
         Subsequent Transfer Date;

                  (iii) as of each related Subsequent Transfer Date, as
         evidenced by delivery of the related Group VIII Subsequent Transfer
         Instrument, substantially in the form of Exhibit F, the Depositor shall
         not be insolvent nor shall it have been rendered insolvent by such
         transfer nor shall it be aware of any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each Mortgage Loan is being serviced by the RMBS Servicer
         under the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group VIII Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group VIII Subsequent Transfer Instrument
         confirming the satisfaction of all the conditions specified in this
         Section 2.12 and, pursuant to such Group VIII Subsequent Transfer
         Instrument, assigned to the Indenture Trustee without recourse for the
         benefit of the Noteholders all the right, title and interest of the
         Depositor, in, to and under the applicable Group VIII Subsequent
         Mortgage Loan Purchase Agreement, to the extent of the related Group
         VIII Subsequent Mortgage Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee and
         the Rating Agencies with respect to the transfer of the applicable
         Group VIII Subsequent Mortgage Loans substantially in the



                                       30
<PAGE>



         form of the Opinion of Counsel delivered to the Indenture Trustee on
         the Closing Date regarding the validity of the conveyance and the true
         sale of such Group VIII Subsequent Mortgage Loans; and

                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator and the
         RMBS Master Servicer a computer file containing the final Mortgage Loan
         Schedule with respect to such subsequent transfer and such additional
         information concerning the Mortgage Loans described therein as may be
         necessary to enable the Securities Administrator and the RMBS Master
         Servicer to perform their respective duties under the Basic Documents.

         (c) The obligation of the Trust Estate to purchase a Group VIII
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the
satisfaction of the conditions set forth in the immediately following paragraph
and the accuracy of the following representations and warranties with respect to
each such Group VIII Subsequent Mortgage Loan determined as of the applicable
Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days
delinquent as of the last day of the month preceding the Subsequent Cut-off
Date; (ii) the original term to stated maturity of such Mortgage Loan will be
360 months; (iii) each Group VI Subsequent Mortgage Loan must be fixed rate
Mortgage Loan with a first lien on the related mortgaged property; (iv) no Group
VIII Subsequent Mortgage Loan will have a first Payment Date occurring after
June 1, 2005; (v) the latest maturity date of any Group VIII Subsequent Mortgage
Loan will be no later than May 1, 2035; (vi) none of the Group VIII Subsequent
Mortgage Loans will be a buydown loan; (vii) such Mortgage Loan will have a
credit score of not less than 551; (viii) such Mortgage Loan will have a
Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from
approximately 4.578% per annum to approximately 8.578% per annum; (ix) none of
the Group VIII Subsequent Mortgage loans will be a New York State "high cost"
loan; and (x) such Group VIII Subsequent Mortgage Loan shall have been
underwritten in accordance with the criteria set forth under "The Mortgage
Pool--Underwriting Standards" in the Prospectus Supplement.

         (d) In addition, following the purchase of any Group VIII Subsequent
Mortgage Loan by the Trust, the applicable Group VIII Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) have a weighted average
Mortgage Rate ranging from 6.078% to 7.078% per annum; (ii) consist of Mortgage
Loans with prepayment charges representing no less than approximately 8.86% of
the Pool Balance; (iii) have a weighted average credit score ranging from 689 to
695; (iv) have no more than 14.27% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 72.54% of the mortgaged properties
securing Group VIII Loans be owner occupied; (vi) have no less than 82.51% of
the mortgaged properties securing Group VIII Mortgage Loans be single family
detached and de minimis planned unit developments; (vii) have no more than
43.81% of the Group VIII Loans be cash-out refinance; (viii) not have any of
such group of Group VIII Subsequent Mortgage Loans with a loan-to-value ratio
greater than 80% not be covered by a Primary Insurance Policy; (ix) have no more
than 25.88% of the Group VIII Loans be Mortgage Loans with an interest only
period; (x) together with the Group VIII Mortgage Loans already included in the
trust, have no more than 1.77% of such Mortgage Loans (by aggregate Stated
Principal Balance as of the Subsequent Cut-off Date) secured by mortgaged
properties located in any one zip code; (xi) no more than 20% of the pool



                                       31
<PAGE>



will have a credit score less than 640; (xii) no less than 15.00% the pool will
have "full documentation"; (xiii) will have a weighted average loan to value
ratio between 70% and 78% and (xiv) no more than 1% will have a loan to value
ratio of greater than 95%.

         Notwithstanding the foregoing, any Group VIII Subsequent Mortgage Loan
may be rejected by any Rating Agency if the inclusion of any such Group VIII
Subsequent Mortgage Loan would adversely affect the ratings of the Notes. In
addition, minor variances from the characteristics stated above will be
permitted with the consent of the Rating Agencies so long as there are
compensating factors, and the consent of the Rating Agencies to any group of
Group VIII Subsequent Mortgage Loans shall mean that the representations and
warranties set forth in subsections (c) and (d) above are accurate; PROVIDED,
HOWEVER, that the information furnished to the Rating Agencies in respect of
such Group VIII Subsequent Mortgage Loans is true and correct in all material
respects. At least one (1) Business Day prior to the applicable Subsequent
Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which
Group VIII Subsequent Mortgage Loans, if any, shall not be included in the
transfer on such Subsequent Transfer Date; PROVIDED, HOWEVER, that the Seller
shall have delivered to each Rating Agency at least three (3) Business Days
prior to such Subsequent Transfer Date a computer file acceptable to each Rating
Agency describing the characteristics specified in subsections (c) and (d)
above.

         Section 2.13 CONVEYANCE OF THE GROUP IX SUBSEQUENT HELOC MORTGAGE
LOANS. (a) Subject to the conditions set forth in paragraph (b) below and in
consideration of the Indenture Trustee's delivery on the applicable Subsequent
Transfer Dates, to or upon the written order of the Depositor, of all or a
portion of the balance of funds in the Group IX Pre-Funding Account, the
Depositor shall, on the Subsequent Transfer Date, sell, transfer, assign, set
over and convey without recourse to the Trust Estate, but subject to the other
terms and provisions of this Agreement, all of the right, title and interest of
the Depositor in and to (i) the related Group IX Subsequent Mortgage Loans
(including all Additional Balances resulting from Draws made pursuant to the
related Subsequent HELOC Mortgage Loan prior to the termination of the Trust)
identified on the Mortgage Loan Schedule attached to the related Group IX
Subsequent Transfer Instrument delivered by the Depositor on the Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date (with respect to the Group IX Subsequent Mortgage Loans) and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group IX Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in
the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Group IX Subsequent Mortgage Loans prior to the related
Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in
the Trust Estate by the Depositor of the Group IX Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by
the Depositor, the RMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up
Servicer, the HELOC Servicer, the Securities Administrator, the Indenture
Trustee and the Noteholders to constitute and to be treated as a sale of the
Group IX Subsequent Mortgage Loans by the Depositor to the Trust Estate. The
related Mortgage File for each Group IX Subsequent Mortgage Loan shall be
delivered to the Indenture Trustee at least three (3) Business Days prior to the
related Subsequent Transfer Date.



                                       32
<PAGE>



         The purchase price paid by the Indenture Trustee from amounts released
from the Group IX Pre-Funding Account shall be one-hundred percent (100%) of the
aggregate Stated Principal Balance of the Group IX Subsequent Mortgage Loans so
transferred (as identified on the Mortgage Loan Schedule provided by the
Depositor).

         (b) The Depositor shall transfer to the Indenture Trustee for deposit
in the Trust Estate the applicable Group IX Subsequent Mortgage Loans and the
other property and rights related thereto as described in paragraph (a) above,
and the Indenture Trustee shall release such applicable funds from the Group IX
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Indenture Trustee,
         the Securities Administrator, the Insurer and the Rating Agencies with
         a timely Addition Notice, substantially in the form of Exhibit G
         hereto, and shall have provided any information reasonably requested by
         the Indenture Trustee with respect to the Group IX Subsequent Mortgage
         Loans;

                  (ii) the Depositor shall have delivered to the Indenture
         Trustee a duly executed Group IX Subsequent Transfer Instrument (which
         the Indenture Trustee is hereby authorized to execute), which shall
         include a Mortgage Loan Schedule listing the Group IX Subsequent
         Mortgage Loans and shall have delivered or cause to be delivered a
         computer file containing such Mortgage Loan Schedule to the Indenture
         Trustee at least three (3) Business Days prior to the related
         Subsequent Transfer Date;

                  (iii) as of each Subsequent Transfer Date, as evidenced by
         delivery of the related Group IX Subsequent Transfer Instrument,
         substantially in the form of Exhibit F, the Depositor shall not be
         insolvent nor shall it have been rendered insolvent by such transfer
         nor shall it be aware of any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Estate or to the Noteholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) each HELOC is being serviced by the HELOC Servicer under
         the related Servicing Agreement;

                  (vii) the Depositor shall not have selected the applicable
         Group IX Subsequent Mortgage Loans in a manner that it believed to be
         adverse to the interests of the Noteholders or the Insurer;

                  (viii) the Depositor shall have delivered to the Indenture
         Trustee the related Group IX Subsequent Transfer Instrument confirming
         the satisfaction of all the conditions specified in this Section 2.13
         and, pursuant to such Group IX Subsequent Transfer Instrument, assigned
         to the Indenture Trustee without recourse for the benefit of the Class
         IX-A Noteholders and the Insurer all the right, title and interest of
         the



                                       33
<PAGE>




         Depositor, in, to and under the applicable Group IX Subsequent Mortgage
         Loan Purchase Agreement, to the extent of the related Group IX
         Subsequent Mortgage Loans;

                  (ix) the Depositor shall have delivered to the Indenture
         Trustee an Opinion of Counsel addressed to the Indenture Trustee, the
         Insurer and the Rating Agencies with respect to the transfer of the
         applicable Group IX Subsequent Mortgage Loans substantially in the form
         of the Opinion of Counsel delivered to the Indenture Trustee on the
         Closing Date regarding the validity of the conveyance and the true sale
         of such Group IX Subsequent Mortgage Loans; and

                  (x) on or before the related Subsequent Transfer Date, the
         Depositor shall have delivered to the Securities Administrator a
         computer file containing the final Mortgage Loan Schedule with respect
         to such subsequent transfer and such additional information concerning
         the Mortgage Loans described therein as may be necessary to enable the
         Securities Administrator to perform its respective duties under the
         Basic Documents.

         (c) The obligation of the Trust Estate to purchase a Group IX
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the
satisfaction of the conditions set forth in the immediately following paragraph
and the accuracy of the following representations and warranties with respect to
each such Group IX Subsequent Mortgage Loan determined as of the applicable
Subsequent Cut-off Date: (i) such HELOC Mortgage Loan may not be 30 or more days
delinquent as of the Subsequent Transfer Date; (ii) the remaining term to stated
maturity of such HELOC Mortgage Loans will not exceed 300 months; (iii) such
HELOC Mortgage Loan will be secured by a mortgage in a first or second lien
position; (iv) such HELOC Mortgage Loan will have a fully-indexed margin between
(-0.375)% and 7.000%; (v) each HELOC will have a credit limit less than
$1,512,850; (vi) each HELOC Mortgage Loan will have a combined loan-to-value
ratio less than or equal to 101%; (vii) each HELOC Mortgage Loan will have a
credit limit utilization rate less than or equal to 101%; (vii) each HELOC
Mortgage Loan will have a credit score greater than or equal to 603; (ix) no
HELOC Mortgage Loan will provide for negative amortization; and (x) such HELOC
Mortgage Loan shall have been underwritten substantially in accordance with the
criteria set forth under "Description of the Mortgage Pool--Underwriting
Standards" in the Prospectus.

         (d) In addition, following the purchase of any Group IX Subsequent
Mortgage Loan by the Trust, the applicable Group IX Subsequent Mortgage Loans
will as of the related Subsequent Cut-off Date: (i) a weighted average
fully-indexed margin of at least 1.505%; (ii) a weighted average combined
loan-to-value ratio of no more than 92.65%; (iii) a weighted average credit
score of 723 or greater; (iv) at least 60.47% of the HELOC Mortgage Loans in the
pool will be secured by a single family residence; (v) at least 99.01% of the
HELOC Mortgage Loans in the pool will be secured by an owner-occupied property;
(vi) no more than 28.51% of the pool will have a loan purpose of cash-out
refinance; (vii) cash-out refinance loans will have a maximum weighted average
CLTV of 100.00%; (viii) no more than 5.18% of the pool will have a FICO score
less than 660; (ix) no less than 71.03% of the pool will have "full
documentation"; (x) no more than 29.84% of the pool will be in the state of
California; and (xi) no more than 6.35% of the pool will be in any state other
than California.



                                       34
<PAGE>



         Notwithstanding the foregoing, any Group IX Subsequent Mortgage Loan
may be rejected by any Rating Agency or the Insurer if the inclusion of any such
Group IX Subsequent Mortgage Loan would adversely affect the ratings of the
Class IX-A Notes without taking the Insurance Policy into account. Also, the
Insurer must approve the Group IX Subsequent Mortgage Loans, which consent shall
not be unreasonably withheld. In addition, minor variances from the
characteristics stated above will be permitted with the consent of the Rating
Agencies and the Insurer so long as there are compensating factors, and the
consent of the Rating Agencies and the Insurer to any group of Group IX
Subsequent Mortgage Loans shall mean that the representations and warranties set
forth in subsections (c) and (d) above are accurate; PROVIDED, HOWEVER, that the
information furnished to the Rating Agencies and the Insurer in respect of such
Group IX Subsequent Mortgage Loans is true and correct in all material respects.
At least one (1) Business Day prior to the applicable Subsequent Transfer Date,
each Rating Agency or the Insurer shall notify the Indenture Trustee as to which
Group IX Subsequent Mortgage Loans, if any, shall not be included in the
transfer on such Subsequent Transfer Date; PROVIDED, HOWEVER, that the Depositor
shall have delivered or caused to be delivered to each Rating Agency and the
Insurer at least three (3) Business Days prior to such Subsequent Transfer Date
a computer file acceptable to each Rating Agency describing the characteristics
specified in subsections (c) and (d) above.




                                       35
<PAGE>




                                  ARTICLE III

                                    COVENANTS

         Section 3.01 COLLECTION OF PAYMENTS WITH RESPECT TO THE MORTGAGE LOANS
AND HELOC MORTGAGE LOANS. The Indenture Trustee shall establish and maintain an
Eligible Account (the "Payment Account") in which the Indenture Trustee shall
deposit, on the same day as it is received from the Securities Administrator or
the HELOC Servicer, each remittance received by the Indenture Trustee with
respect to the Mortgage Loans and HELOC Mortgage Loans. The Indenture Trustee
shall make all payments of principal of and interest on the Notes, subject to
Section 3.03, and as provided in Section 3.05 herein, from monies on deposit in
the Payment Account.

         Section 3.02 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain
an office or agency where, subject to satisfaction of conditions set forth
herein, Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders may be made at
the office of the Indenture Trustee located at c/o DTC Transfer Agent Services,
55 Water Street, Jeanette Park Entrance, New York, New York 10041, and notices
and demands may be made or delivered at the Corporate Trust Office, and the
Issuer hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.

         Section 3.03 MONEY FOR PAYMENTS TO BE HELD IN TRUST; PAYING AGENT. (a)
As provided in Section 3.01, all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the Payment
Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the
Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from the
Payment Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section 3.03. The Issuer hereby appoints the Indenture Trustee
as its Paying Agent.

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

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

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



                                       36
<PAGE>



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

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

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

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

         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
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note (other than amounts paid under the
Insurance Policy) and remaining unclaimed for one year after such amount has
become due and payable shall be discharged from such trust and be paid to the
Issuer; 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
or such Paying Agent with respect to such trust money shall thereupon cease;
PROVIDED, HOWEVER, that the Indenture Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense and direction of the
Issuer cause to be published once, in an Authorized Newspaper published in the
English language, notice that such money remains unclaimed and that, after a
date specified therein which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer. The Indenture Trustee, with the written consent of the
Insurer respecting the Class IX-A Notes, so long as the Insurer is not in
default under the Insurance Policy may 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 monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

         Section 3.04 EXISTENCE. The 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




                                       37
<PAGE>



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 Mortgage Loans and each other
instrument or agreement included in the Trust Estate.

         Section 3.05 PAYMENT OF GROUP I, GROUP II, GROUP III, GROUP IV, GROUP
V, GROUP VI AND GROUP VII AVAILABLE FUNDS.

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

         (b) On each Payment Date, the Indenture Trustee shall withdraw from the
Payment Account the Group I, Group II, Group III, Group IV, Group V, Group VI
and Group VII Available Funds for such Payment Date and make the following
payments in the order of priority described below, in each case to the extent of
the related Group I, Group II, Group III, Group IV, Group V, Group VI and Group
VII Available Funds remaining for such Payment Date:

                  (i) from the Group I, Group II, Group III, Group IV, Group V,
         Group VI and Group VII Available Funds, concurrently to the Holders of
         the Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class
         VI-A and Class VII-A Notes, respectively, pro rata, based on their
         respective entitlements, the related Accrued Note Interest for such
         Class for such Payment Date, plus any related Unpaid Interest Shortfall
         for such Payment Date;

                  (ii) from the remaining Group I, Group II, Group III, Group
         IV, Group V, Group VI and Group VII Available Funds for such Payment
         Date, to the Holders of the Class M-1 Notes, the related Accrued Note
         Interest for such Class for such Payment Date;

                  (iii) from the remaining Group I, Group II, Group III, Group
         IV, Group V, Group VI and Group VII Available Funds for such Payment
         Date, to the Holders of the Class M-2 Notes, the related Accrued Note
         Interest for such Class for such Payment Date;

                  (iv) from the remaining Group I, Group II, Group III, Group
         IV, Group V, Group VI and Group VII Available Funds for such Payment
         Date, to the Holders of the Class M-3 Notes, the related Accrued Note
         Interest for such Class for such Payment Date;

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

                  (vi) from the remaining Group I, Group II, Group III, Group
         IV, Group V, Group VI and Group VII Available Funds for such Payment
         Date, to the Holders of the



                                       38
<PAGE>



         Class M-5 Notes, the related Accrued Note Interest for such Class for
         such Payment Date;

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

                  (viii) from the remaining Group I, Group II, Group III, Group
         IV, Group V, Group VI and Group VII Available Funds for such Payment
         Date, to the Holders of the Class M-7 Notes, the related Accrued Note
         Interest for such Class for such Payment Date;

                  (ix) from the remaining Group I, Group II, Group III, Group
         IV, Group V, Group VI and Group VII Available Funds for such Payment
         Date, to the Holders of the Class M-8 Notes, the related Accrued Note
         Interest for such Class for such Payment Date;

                  (x) from the remaining Group I, Group II, Group III, Group IV,
         Group V, Group VI and Group VII Available Funds for such Payment Date,
         to the Holders of the Class B Notes, the related Accrued Note Interest
         for such Class for such Payment Date; and

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

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

                  (i) concurrently, the Class A Principal Allocation Fraction of
         the related Principal Distribution Amount shall be allocated to the
         Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A
         and Class VII-A Notes, until the Note Principal Balances thereof have
         been reduced to zero, with any amounts payable to the Class I-A Notes
         payable to the Class I-A-1, Class I-A-2 and Class I-A-3 Notes, pro
         rata, with any amounts payable to the Class II-A Notes payable to the
         Class II-A-1 Notes and Class II-A-2 Notes, pro rata, with any amounts
         payable to the Class III-A Notes payable to the



                                       39
<PAGE>



         Class III-A-1 Notes and Class III-A-2 Notes, pro rata, with any amounts
         payable to the Class IV-A Notes payable to the Class IV-A-1 Notes and
         Class IV-A-2 Notes, pro rata, with any amounts payable to the Class V-A
         Notes payable to the Class V-A-1 Notes and Class V-A-2 Notes, pro rata,
         and with any amounts payable to the Class VII-A Notes payable to the
         Class VII-A-1 Notes and Class VII-A-2 Notes, pro rata;

                  (ii) concurrently, any remaining related Principal
         Distribution Amount for Loan Group I, Loan Group II, Loan Group III,
         Loan Group IV, Loan Group V, Loan Group VI and Loan Group VII shall be
         distributed to the Class I-A, Class II-A, Class III-A, Class IV-A,
         Class V-A, Class VI-A and Class VII-A Notes on a pro rata basis, based
         on the Note Principal Balances thereof, until the Note Principal
         Balances thereof have been reduced to zero, with any amounts payable to
         the Class I-A Notes payable to the Class I-A-1, Class I-A-2 and Class
         I-A-3 Notes, pro rata, with any amounts payable to the Class II-A Notes
         payable to the Class II-A-1 Notes and Class II-A-2 Notes, pro rata,
         with any amounts payable to the Class III-A Notes payable to the Class
         III-A-1 Notes and Class III-A-2 Notes, pro rata, with any amounts
         payable to the Class IV-A Notes payable to the Class IV-A-1 Notes and
         Class IV-A-2 Notes, pro rata, with any amounts payable to the Class V-A
         Notes payable to the Class V-A-1 Notes and Class V-A-2 Notes, pro rata,
         and with any amounts payable to the Class VII-A Notes payable to the
         Class VII-A-1 Notes and Class VII-A-2 Notes, pro rata;

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

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

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

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

                  (vii) any remaining related Principal Distribution Amount, to
         the Class M-5 Notes until the Note Principal Balance of such Class is
         reduced to zero;

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

                  (ix) any remaining related Principal Distribution Amount, to
         the Class M-7 Notes until the Note Principal Balance of such Class is
         reduced to zero;

                  (x) any remaining related Principal Distribution Amount, to
         the Class M-8 Notes until the Note Principal Balance of such Class is
         reduced to zero;

                  (xi) any remaining related Principal Distribution Amount, to
         the Class B Notes until the Note Principal Balance of such Class is
         reduced to zero; and



                                       40
<PAGE>



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

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

                  (i) concurrently, the related Class A Principal Allocation
         Fraction of the Class A Principal Distribution Amount shall be
         allocated to the Class I-A, Class II-A, Class III-A, Class IV-A, Class
         V-A, Class VI-A and Class VII-A Notes, until the Note Principal
         Balances thereof have been reduced to zero, with any amounts payable to
         the Class I-A Notes payable to the Class I-A-1, Class I-A-2 and Class
         I-A-3 Notes, pro rata, with any amounts payable to the Class II-A Notes
         payable to the Class II-A-1 Notes and Class II-A-2 Notes, pro rata,
         with any amounts payable to the Class III-A Notes payable to the Class
         III-A-1 Notes and Class III-A-2 Notes, pro rata, with any amounts
         payable to the Class IV-A Notes payable to the Class IV-A-1 Notes and
         Class IV-A-2 Notes, pro rata, with any amounts payable to the Class V-A
         Notes payable to the Class V-A-1 Notes and Class V-A-2 Notes, pro rata,
         and with any amounts payable to the Class VII-A Notes payable to the
         Class VII-A-1 Notes and Class VII-A-2 Notes, pro rata;

                  (ii) concurrently, any remaining Class A Principal
         Distribution Amount shall be distributed to the Class I-A, Class II-A,
         Class III-A, Class IV-A, Class V-A, Class VI-A and Class VII-A Notes on
         a pro rata basis, based on the Note Principal Balances thereof, until
         the Note Principal Balances thereof have been reduced to zero, with any
         amounts payable to the Class I-A Notes payable to the Class I-A-1,
         Class I-A-2 and Class I-A-3 Notes, pro rata, with any amounts payable
         to the Class II-A Notes payable to the Class II-A-1 Notes and Class
         II-A-2 Notes, pro rata, with any amounts payable to the Class III-A
         Notes payable to the Class III-A-1 Notes and Class III-A-2 Notes, pro
         rata, with any amounts payable to the Class IV-A Notes payable to the
         Class IV-A-1 Notes and Class IV-A-2 Notes, pro rata, with any amounts
         payable to the Class V-A Notes payable to the Class V-A-1 Notes and
         Class V-A-2 Notes, pro rata, and with any amounts payable to the Class
         VII-A Notes payable to the Class VII-A-1 Notes and Class VII-A-2 Notes,
         pro rata;

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

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


                                       41
<PAGE>



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

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

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

                  (viii) any remaining related Principal Distribution Amount
         shall be distributed to the Class M-6 Notes, in an amount up to the
         Class M-6 Principal Distribution Amount, until the Note Principal
         Balance thereof has been reduced to zero;

                  (ix) any remaining related Principal Distribution Amount shall
         be distributed to the Class M-7 Notes, in an amount up to the Class M-7
         Principal Distribution Amount, until the Note Principal Balance thereof
         has been reduced to zero;

                  (x) any remaining related Principal Distribution Amount shall
         be distributed to the Class M-8 Notes, in an amount up to the Class M-8
         Principal Distribution Amount, until the Note Principal Balance thereof
         has been reduced to zero;

                  (xi) any remaining related Principal Distribution Amount shall
         be distributed to the Class B Notes, in an amount up to the Class B
         Principal Distribution Amount, until the Note Principal Balance thereof
         has been reduced to zero; and

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

         (e) On each Payment Date, any Net Monthly Excess Cashflow for the Group
I, Group II, Group III, Group IV, Group V, Group VI and Group VII Loans shall be
paid, in each case to the extent of remaining related Net Excess Monthly
Cashflow, as follows:

                  (i) to the Holders of the Class I-A, Class II-A, Class III-A,
         Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M and Class B
         Notes in an amount equal to the related Overcollateralization Increase
         Amount, payable to such Holders as part of the related Principal
         Distribution Amount as provided in 3.05(c) and (d) above;

                  (ii) to the Holders of the Class I-A-2, Class I-A-3, Class
         II-A-2, Class III-A-2, Class IV-A-2, Class V-A-2 and Class VII-A-2
         Notes, on a pro rata basis, based on the amount of Allocated Realized
         Loss Amount for such Notes, an amount equal to the Allocated Realized
         Loss Amount for such Notes, to the extent not previously reimbursed

                  (iii) to the Holders of the Class M-1 Notes, first, an amount
         equal to any related Unpaid Interest Shortfalls for such Notes, and
         second, an amount equal to any



                                       42
<PAGE>



         related Allocated Realized Loss Amount for such Notes, in each case to
         the extent not previously reimbursed;

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

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

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

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

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

                  (ix) to the Holders of the Class M-7 Notes, first, an amount
         equal to any related Unpaid Interest Shortfalls for such Notes, and
         second, an amount equal to any related Allocated Realized Loss Amount
         for such Notes, in each case to the extent not previously reimbursed;

                  (x) to the Holders of the Class M-8 Notes, first, an amount
         equal to any related Unpaid Interest Shortfalls for such Notes, and
         second, an amount equal to any related Allocated Realized Loss Amount
         for such Notes, in each case to the extent not previously reimbursed;

                  (xi) to the Holders of the Class B Notes, first, an amount
         equal to any related Unpaid Interest Shortfalls for such Notes, and
         second, an amount equal to any related Allocated Realized Loss Amount
         for such Notes, in each case to the extent not previously reimbursed;

                  (xii) to the Holders of the Class I-A, Class II-A, Class
         III-A, Class IV-A, Class V-A, Class VI-A and Class VII-A Notes, on a
         pro rata basis, based on the amount of any related Basis Risk Shortfall
         Carry-Forward Amount or Net WAC Shortfall Carry-Forward Amount for such
         Notes on such Payment Date, any related Basis Risk Shortfall




                                       43
<PAGE>



         Carry-Forward Amount or Net WAC Shortfall Carry-Forward Amount for such
         Notes on such Payment Date, to the extent not covered, in the case of
         the Class I-A, Class II-A, Class III-A, Class IV-A-1, Class V-A-1,
         Class VII-A-1 and Class VIII-A Notes, by the Corridor Contract and Cap
         Contracts as provided in Section 3.05(g) and 3.06(f) below;

                  (xiii) sequentially to the Holders of the Class M-1, Class
         M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
         and Class B Notes, any related Basis Risk Shortfall Carry-Forward
         Amount for such Notes on such Payment Date, to the extent not covered,
         in the case of the Class M-1, Class M-2 and Class M-3 Notes, by the
         Corridor Contract and Cap Contracts as provided in Section 3.05(g) and
         3.06(f) below;

                  (xiv) up to and including the Payment Date in June 2035, to
         the Class VIII-A Notes and Class VIII-M Notes, to be included in the
         related Net Monthly Excess Cashflow as described below;

                  (xv) until the Note Principal Balance of the Class N Notes has
         been reduced to zero, to the Holders of the Class N Notes as provided
         in Section 3.09; and

                  (xvi) any remaining amounts will be distributed to the
         Certificate Paying Agent, as designee of the Issuer, for the benefit of
         the Holders of the Trust Certificates, as provided herein and in the
         Trust Agreement.

         (f) On each Payment Date, any payments received from the Cap Contract
Counterparty with respect to the Cap Contracts with respect to such Payment Date
will be allocated and paid the following order of priority, in each case to the
extent of amounts remaining:

                  (i) the amount received from each Cap Contract will be
         allocated and paid first to the related Class III-A, Class M-1, Class
         M-2 and Class M-3 Notes, in reduction of any related Basis Risk
         Shortfall Carry-Forward Amount for such Class for that Payment Date;
         and

                  (ii) from any amounts remaining from the Cap Contracts, as
         part of the Excess Derivative Payment Amount, to be paid as described
         in Section 3.05(g) below.

         (g) On each Payment Date, any payments received from the Corridor
Contract Counterparty with respect to the Corridor Contract with respect to such
Payment Date will be allocated and paid in the following order of priority, in
each case to the extent of amounts remaining:

                  (i) first, the amount received from the Corridor Contract will
         be allocated and paid to the Class I-A Notes, pro rata, based on the
         amount of any remaining related Basis Risk Shortfall Carry-Forward
         Amount for such Class for that Payment Date in reduction of any related
         Basis Risk Shortfall Carry-Forward Amount for such Class for that
         Payment Date; and




                                       44
<PAGE>



                  (ii) any remaining amounts from the Corridor Contract shall be
         included in the Excess Derivative Payment Amount and shall be paid as
         provided in the following paragraph.

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

                  (i) first, to the Class I-A, Class II-A, Class III-A, Class
         IV-A-1, Class V-A-1, Class VII-A-1 and Class VIII-A Notes, pro rata,
         based on the amount of any remaining related Basis Risk Shortfall
         Carry-Forward Amount or Net WAC Shortfall Carry-Forward Amount, as
         applicable, for such Class or Classes for that Payment Date, in
         reduction of any remaining related Basis Risk Shortfall Carry-Forward
         Amount or Net WAC Shortfall Carry-Forward Amount, as applicable, for
         such Class or Classes for that Payment Date, with any amounts payable
         to the Class I-A Notes payable to the Class I-A-1, Class I-A-2 and
         Class I-A-3 Notes, pro rata, with any amounts payable to the Class II-A
         Notes payable to the Class II-A-1 Notes and Class II-A-2 Notes, pro
         rata, with any amounts payable to the Class III-A Notes payable to the
         Class III-A-1 Notes and Class III-A-2 Notes, pro rata, and with any
         amounts payable to the Class VIII-A Notes payable to the Class VIII-A-1
         Notes and Class VIII-A-2 Notes, pro rata;

                  (ii) second, to the Class M-1 Notes, in reduction of any
         remaining related Basis Risk Shortfall Carry-Forward Amount for such
         Class for that Payment Date;

                  (iii) third, to the Class M-2 Notes and Class VIII-M-1 Notes,
         pro rata, based on the amount of any remaining related Basis Risk
         Shortfall Carry-Forward Amount for such Class for that Payment Date, in
         reduction of any remaining related Basis Risk Carry-Forward Amount for
         such Class or Classes for that Payment Date; and

                  (iv) fourth, to the Class M-3 Notes, in reduction of any
         remaining related Basis Risk Shortfall Carry-Forward Amount for such
         Class for that Payment Date.

         Section 3.06 PAYMENT OF GROUP VIII AVAILABLE FUNDS.

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

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

                  (i) to the Holders of the Class VIII-A Notes, pro rata, based
         on their respective entitlements, the related Accrued Note Interest for
         each such Class for such Payment Date, plus any related Unpaid Interest
         Shortfall for such Payment Date;


                                       45
<PAGE>



                  (ii) from the remaining Group VIII Available Funds for such
         Payment Date, to the Holders of the Class VIII-M-1 Notes, the related
         Accrued Note Interest for such Class for such Payment Date;

                  (iii) from the remaining Group VIII Available Funds for such
         Payment Date, to the Holders of the Class VIII-M-2 Notes, the related
         Accrued Note Interest for such Class for such Payment Date;

                  (iv) from the remaining Group VIII Available Funds for such
         Payment Date, to the Holders of the Class VIII-M-3 Notes, the related
         Accrued Note Interest for such Class for such Payment Date;

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

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

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

                  (viii) any remainder (to the extent not included as a part of
         the related Principal Distribution Amount as provided in Section
         3.06(c) and (d) below) shall be included in the related Net Monthly
         Excess Cashflow and allocated as described in Section 3.06(e) below.

         (c) On each Payment Date (a) prior to the related Stepdown Date, (b) on
which a related Trigger Event is in effect, or (c) after the earlier of (i) the
first possible optional termination date with respect to the Group VIII Loans
and (ii) the Payment Date in March 2015, the Holders of each Class of Class
VIII-A Notes and Class VIII-M Notes shall be entitled to receive payments in
respect of principal to the extent of the related Principal Distribution Amount
in the following amounts and order of priority:

                  (i) the related Principal Distribution Amount shall be
         distributed sequentially to the Class VIII-A-1 Notes and Class VIII-A-2
         Notes, in that order, until the Note Principal Balances thereof have
         been reduced to zero;

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

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


                                       46
<PAGE>




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

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

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

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

                  (viii) any remainder as part of the related Net Monthly Excess
         Cashflow for the Group VIII Loans to be allocated as described Section
         3.06(e) below.

         (d) On each Payment Date (a) on or after the related Stepdown Date, (b)
on which a related Trigger Event is not in effect, and (c) before the earlier of
(i) the first possible optional termination date with respect to the Group VIII
Loans and (ii) the Payment Date in March 2015, the Holders of each Class of
Class VIII-A Notes and Class VIII-M Notes shall be entitled to receive payments
in respect of principal to the extent of the related Principal Distribution
Amount in the following amounts and order of priority:

                  (i) the Class VIII-A Principal Distribution Amount shall be
         distributed sequentially to the Class VIII-A-1 Notes and Class VIII-A-2
         Notes, in that order, until the Note Principal Balances thereof have
         been reduced to zero;

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

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

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

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

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



                                       47
<PAGE>



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

                  (viii) to any remainder as part of the Net Monthly Excess
         Cashflow for the Group VIII Loans to be allocated as described Section
         3.06(e) below.

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

                  (i) to the Holders of the Class VIII-A Notes and Class VIII-M
         Notes in an amount equal to the related Overcollateralization Increase
         Amount, payable to such Holders as part of the related Principal
         Distribution Amount as provided in 3.06(c) and (d) above;

                  (ii) to the Holders of the Class VIII-A-1 Notes and Class
         VIII-A-2 Notes, on a pro rata basis, based on the amount of Allocated
         Realized Loss Amount for such Notes, an amount equal to the Allocated
         Realized Loss Amount for such Notes, to the extent not previously
         reimbursed;

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

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

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

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

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



                                       48
<PAGE>



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

                  (ix) to the Holders of the Class VIII-A Notes, pro rata, based
         on the amount of any related Net WAC Shortfall Carry-Forward Amount for
         such Notes on such Payment Date, any related Net WAC Shortfall
         Carry-Forward Amount for such Notes on such Payment Date, to the extent
         not covered by the Corridor Contract or Cap Contracts as provided in
         Section 3.05(g) and 3.06(f) above, respectively;

                  (x) sequentially to the Holders of the Class VIII-M Notes, any
         related Basis Risk Shortfall Carry-Forward Amount for such Notes on
         such Payment Date, to the extent not covered, in the case of the Class
         VIII - M-1 Notes by the Corridor Contract and Cap Contracts as provided
         in Section 3.05(g) and 3.06(f) above,

                  (xi) to the Class I-A, Class II-A, Class III-A, Class IV-A,
         Class V-A, Class VI-A, Class VII-A, Class M and Class B Notes to be
         included in the related Net Monthly Excess Cashflow as provided in
         Section 3.05(e) above;

                  (xii) until the Note Principal Balance of the Class N Notes
         has been reduced to zero, to the Holders of the Class N Notes as
         provided in the Section 3.09 below; and

                  (xiii) any remaining amounts will be distributed to the
         Certificate Paying Agent, as designee of the Issuer, for the benefit of
         the Holders of the Trust Certificates, as provided herein and in the
         Trust Agreement.

         Section 3.07 PAYMENT OF PRINCIPAL AND INTEREST ON THE CLASS IX-A NOTES.

         (a) On each Payment Date, the Investor Interest Collections, reduced by
the HELOC Back-Up Servicing Fee, the HELOC Servicing Fee and any unreimbursed
nonrecoverable servicing and interest advances previously made, will be
distributed in the following priority, in accordance with the statement
furnished by the Securities Administrator pursuant to Section 7.05 hereof for
such Payment Date:

                  (i) to the Insurer, the Premium Amount;

                  (ii) to the Holders of the Class IX-A Notes, accrued interest
         and unpaid interest, in each case accrued at a rate equal to the
         related Note Interest Rate;

                  (iii) to the Holders of the Class IX-A Notes, as a payment of
         principal, Investor Charge-Off Amounts incurred during the preceding
         Due Period and the Investor Charge-Off Amounts incurred during previous
         periods that were not subsequently funded by Investor Interest
         Collections, overcollateralization or draws under the Insurance Policy;

                  (iv) to the Insurer, as reimbursement for prior draws made
         under the Insurance Policy;



                                       49
<PAGE>


                  (v) to the Holders of the Class IX-A Notes, as a payment of
         principal, the amount necessary to build the overcollateralization to
         the related Overcollateralization Target Amount;

                  (vi) to the Insurer, any other amounts owed to the Insurer
         pursuant to the Insurance Agreement;

                  (vii) to the Holders of the Class IX-A Notes, Basis Risk
         Shortfall Carry-Forward Amounts on the Class IX-A Notes for such
         Payment Date;

                  (viii) to the owner of the Transferor Interest, any remaining
         amounts until the Transferor Interest Principal Balance is reduced to
         zero; and

                  (ix) to the Holder of the Owner Trust Certificates, any
         remaining amounts.

         (b) On each Payment Date, Principal Collections on the HELOC Mortgage
Loans, will be distributed in the following priority:

                  (i) to Holders of the Class IX-A Notes, the lesser of the
         outstanding Note Principal Balance of the Class IX-A Notes and the
         Investor Principal Distribution Amount;

                  (ii) to the Insurer, as reimbursement for prior Draws made
         under the Insurance Policy;

                  (iii) to the owner of the Transferor Interest, any remaining
         amounts until the Transferor Interest Principal Balance is reduced to
         zero; and

                  (iv) to the Holder of the Trust Certificates, any remaining
         amounts.

         Section 3.08 RAPID AMORTIZATION EVENTS.

         A Rapid Amortization Event is any of the following events:

        (a)      Investor Interest Collections or Principal Collections for any
Payment Date are not enough to make any payment of interest or principal,
respectively, in each case that is due on the Class IX-A Notes, and such failure
continues for a period of five Business Days;

         (b) a declaration of bankruptcy or insolvency by any of the Trust, the
Depositor or the HELOC Servicer;

         (c) the Trust becomes subject to the Investment Company Act of 1940;

         (d) failure on the part of the Trust, the Depositor, the Seller, the
HELOC Servicer or the HELOC Back-Up Servicer to perform any of its other
material obligations under the HELOC Back-Up Servicing Agreement, the Trust
Agreement, the HELOC Servicing Agreement or the Indenture;



                                       50
<PAGE>



         (e) a draw on the Insurance Policy is unreimbursed for 90 days; or

         (f) the occurrence of a HELOC Servicer Termination Event.

         If any event described in clause (a) or (d) occurs, a Rapid
Amortization Event will occur only if, after the applicable grace period, either
the Indenture Trustee, the Insurer or the Indenture Trustee acting at the
direction of the Noteholders holding notes evidencing more than 51% in principal
amount of the Class IX-A Notes then outstanding, with the consent of the
Insurer, by written notice to the Holder of the Transferor Interest, the
Depositor and the HELOC Servicer (and to the Indenture Trustee, if given by the
Insurer or the Noteholders) declare that a Rapid Amortization Event has
occurred. If any event described in clauses (b), (c), (e) or (f) occurs, a Rapid
Amortization Event will occur without any notice or other action on the part of
the Indenture Trustee, the Insurer or the Noteholders immediately on the
occurrence of such event.

         Notwithstanding the foregoing, if a conservator, receiver or
trustee-in-bankruptcy is appointed for the HELOC Servicer, and no Rapid
Amortization Event exists other than the conservatorship, receivership or
insolvency of the HELOC Servicer, such conservator, receiver or
trustee-in-bankruptcy may have the power to prevent the commencement of a Rapid
Amortization Event.

         Section 3.09 PAYMENTS TO THE CLASS N NOTES.

         (a) On each Payment Date, the amounts payable to the Class N Notes
pursuant to Section 3.05(e)(xv) and 3.06(e)(xii) will be distributed as follows,
in accordance with the statement furnished by the Securities Administrator
pursuant to Section 7.05 hereof for such Payment Date:

                  (i) to the Holders of the Class N Notes, the related Accrued
         Note Interest for such Class for such Payment Date;

                  (ii) to the Holders of the Class N Notes, in reduction of the
         Note Principal Balance thereof, until reduced to zero; and

                  (iii) any remaining amounts will be distributed to the
         Certificate Paying Agent, as designee of the Issuer, for the benefit of
         the Holders of the Trust Certificates, as provided herein and in the
         Trust Agreement.

         Section 3.10 OTHER MATTERS WITH RESPECT TO THE NOTES.

         (a) Each distribution with respect to a Book-Entry Note shall be paid
to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Note
Owners that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Note Owners
that it represents. None of the Indenture



                                       51
<PAGE>



Trustee, the Note Registrar, the Paying Agent, the Depositor, the Securities
Administrator, the RMBS Master Servicer or the related Servicer shall have any
responsibility therefor except as otherwise provided by this Indenture or
applicable law.

         (b) On each Payment Date, the Certificate Paying Agent shall deposit in
the Certificate Distribution Account all amounts it received pursuant to
Sections 3.05, 3.06, 3.07 and 3.08 for the purpose of distributing such funds to
the Certificateholders.

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

         (d) The principal of each Note shall be due and payable in full on the
Final Scheduled Payment Date for such Note as provided in the forms of Note set
forth in Exhibits A-1, A-2, A-3 and A-4 to this Indenture. All principal
payments on the Notes shall be made to the Noteholders entitled thereto in
accordance with the Percentage Interests represented by such Notes. Upon notice
(such notice to include the Final Scheduled Payment Date) to the Indenture
Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose
name a Note is registered at the close of business on the Record Date preceding
the Final Scheduled Payment Date or other final Payment Date (including any
final Payment Date resulting from any redemption pursuant to Section 8.07
hereof). Such notice shall to the extent practicable be mailed no later than
five Business Days prior to such Final Scheduled Payment Date or other final
Payment Date and shall specify that payment of the principal amount and any
interest due with respect to such Note at the Final Scheduled Payment Date or
other final Payment Date will be payable only upon presentation and surrender of
such Note and shall specify the place where such Note may be presented and
surrendered for such final payment. No interest shall accrue on the Notes on or
after the Final Scheduled Payment Date or any such other final Payment Date.

         Section 3.11 PROTECTION OF TRUST ESTATE.

         (a) The Issuer will from time to time prepare, execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

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



                                       52
<PAGE>



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

                  (iii) cause the Issuer or related Servicer to enforce any of
         the rights to the Mortgage Loans or the HELOC Mortgage Loans, as
         applicable; or

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

         (b) Except as otherwise provided in this Indenture, the Indenture
Trustee shall not remove any portion of the Trust Estate that consists of money
or is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of
Counsel delivered pursuant to Section 3.11 hereof (or from the jurisdiction in
which it was held as described in the Opinion of Counsel delivered on the
Closing Date pursuant to Section 3.11(a) hereof, if no Opinion of Counsel has
yet been delivered pursuant to Section 3.11(b) hereof), unless the Indenture
Trustee shall have first received an Opinion of Counsel to the effect that the
lien and security interest created by this Indenture with respect to such
property will continue to be maintained after giving effect to such action or
actions.

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

         Section 3.12 OPINIONS AS TO TRUST ESTATE.

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

         (b) On or before April 15 in each calendar year, beginning in 2006, the
Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of
Counsel at the expense of the Issuer either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as is necessary to
maintain the lien and first priority security interest in the Collateral and
reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security interest.
Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the



                                       53
<PAGE>



execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest in the Collateral until December 31 in the following calendar
year.

         Section 3.13 PERFORMANCE OF OBLIGATIONS.

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

         (b) The Issuer, with the consent of the Insurer so long as no Insurer
Default exists, may contract with other Persons to assist it in performing its
duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee in an Officer's Certificate of the Issuer
shall be deemed to be action taken by the Issuer.

         (c) The Issuer will not take any action or permit any action to be
taken by others which would release any Person from any of such Person's
covenants or obligations under any of the documents relating to the Mortgage
Loans and HELOC Mortgage Loans or under any instrument included in the Trust
Estate, or which would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any of
the documents relating to the Mortgage Loans and HELOC Mortgage Loans or any
such instrument, except such actions as the related Servicer is expressly
permitted to take in the related Servicing Agreement. The Indenture Trustee, as
pledgee of the Mortgage Loans and HELOC Mortgage Loans, may, with the consent
of, or at the direction of, the Insurer, so long as no Insurer Default exists,
exercise the rights of the Issuer to direct the actions of the RMBS Servicer
pursuant to the RMBS Servicing Agreement and the HELOC Servicer pursuant to the
HELOC Servicing Agreement.

         Section 3.14 NEGATIVE COVENANTS. So long as any Notes are Outstanding,
the Issuer shall not:

         (a) except as expressly permitted by this Indenture, sell, transfer,
exchange or otherwise dispose of the Trust Estate, unless directed to do so by
the Insurer or the Indenture Trustee, with the consent of the Insurer, so long
as no Insurer Default exists;

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

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



                                       54
<PAGE>



part thereof or any interest therein or the proceeds thereof or (C) permit the
lien of this Indenture not to constitute a valid first priority security
interest in the Trust Estate; or

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

         Section 3.15 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will deliver
to the Indenture Trustee and the Insurer, by March 1 of each year commencing
with the calendar year 2006, an Officer's Certificate stating, as to the
Authorized Officer signing such Officer's Certificate, that:

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

         (b) to the best of such Authorized Officer's knowledge, based on such
review, the 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 3.16 REPRESENTATIONS AND WARRANTIES CONCERNING THE MORTGAGE
LOANS. The Indenture Trustee, as pledgee of the Mortgage Loans and HELOC
Mortgage Loans, shall have the benefit of the representations and warranties
made by the Seller in (i) the Mortgage Loan Purchase Agreement concerning the
Seller and the Initial Mortgage Loans and Initial HELOCs and (ii) any Group I,
Group II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII and
Group IX Mortgage Loan Purchase Agreement concerning the Seller and the related
Group I, Group II, Group III, Group IV, Group V, Group VI, Group VII and Group
VIII Subsequent Mortgage Loans and Group IX Subsequent HELOC Mortgage Loans to
the same extent as though such representations and warranties were made directly
to the Indenture Trustee. If a Responsible Officer of the Indenture Trustee has
actual knowledge of any breach of any representation or warranty made by the
Seller in the Mortgage Loan Purchase Agreement, or in the applicable Group I,
Group II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII and
Group IX Subsequent Mortgage Loan Purchase Agreement, the Indenture Trustee
shall promptly notify the Seller and the Insurer, if applicable, of such finding
and of the Seller's obligation to cure such defect or repurchase or substitute
for the related Mortgage Loan or HELOC Mortgage Loan.

         Section 3.17 AMENDMENTS TO SERVICING AGREEMENT. The Issuer covenants
with the Indenture Trustee and the Insurer that it will not enter into any
amendment or supplement to any Servicing Agreement without the prior written
consent of the Indenture Trustee and the Insurer.

         Section 3.18 SERVICERS AS AGENT AND BAILEE OF THE INDENTURE TRUSTEE.
Solely for purposes of perfection under Section 9-305 of the Uniform Commercial
Code or other similar applicable law, rule or regulation of the state in which
such property is held by the related



                                       55
<PAGE>



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

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

         Section 3.20 ISSUER MAY CONSOLIDATE, ETC.

         (a) The Issuer shall not consolidate or merge with or into any other
Person, unless the Insurer consents thereto and:

                  (i) the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger shall be a Person organized and
         existing under the laws of the United States of America or any state or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form reasonably satisfactory to the Indenture Trustee and the
         Insurer, the due and punctual payment of the principal of and interest
         on all Notes, and the payment of the Insurance Premium and all amounts
         payable to the Indenture Trustee, the Derivative Counterparty, the
         payment to the Certificate Paying Agent of all amounts due to the
         Certificateholders, and the performance or observance of every
         agreement and covenant of this Indenture on the part of the Issuer to
         be performed or observed, all as provided herein;

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

                  (iii) the Rating Agencies shall have notified the Issuer, the
         Indenture Trustee and the Insurer, with respect to the Class IX-A
         Notes, that such transaction shall not cause the rating of the Notes to
         be reduced, qualified, suspended or withdrawn or to be considered by
         either Rating Agency to be below investment grade without taking into
         account the Insurance Policy;



                                       56
<PAGE>



                  (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered a copy thereof to the Securities Administrator,
         the Indenture Trustee and the Insurer) to the effect that such
         transaction will not (A) result in a "substantial modification" of the
         Notes under Treasury Regulation section 1.1001-3, or adversely affect
         the status of the Notes as indebtedness for federal income tax
         purposes, or (B) if 100% of the Certificates are not owned by American
         Home Mortgage Acceptance Inc., cause the Trust to be subject to an
         entity level tax for federal income tax purposes;

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

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

                  (vii) the Insurer, so long as no Insurer Default exists, shall
         have given its prior consent.

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

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

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



                                       57
<PAGE>



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

                  (iv) the Issuer and the Insurer shall have received an Opinion
         of Counsel (and shall have delivered a copy thereof to the Securities
         Administrator, the Indenture Trustee and the Insurer) to the effect
         that such transaction will not (A) result in a "substantial
         modification" of the Notes under Treasury Regulation section 1.1001-3,
         or adversely affect the status of the Notes as indebtedness for federal
         income tax purposes, or (B) if 100% of the Certificates are not owned
         by American Home Mortgage Acceptance Inc., cause the Trust to be
         subject to an entity level tax for federal income tax purposes;

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

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

                  (vii) the Insurer, so long as no Insurer Default exists, shall
         have given its prior written consent.

         Section 3.21 SUCCESSOR OR TRANSFEREE.

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

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



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

         Section 3.23 NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes under this Indenture.

         Section 3.24 GUARANTEES, LOANS, MONTHLY ADVANCES AND OTHER LIABILITIES.
Except as contemplated by this Indenture or the Basic Documents, the 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 3.25 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 3.26 DETERMINATION OF NOTE INTEREST RATE. On each Interest
Determination Date the Securities Administrator shall determine One-Month LIBOR
and Six-Month LIBOR and the related Note Interest Rate for each Class of related
Notes for the following Accrual Period and shall make such information available
pursuant to Section 7.05 hereof to the Indenture Trustee, the Issuer, the
related Servicer, the Insurer and the Depositor. The establishment of One-Month
LIBOR and Six-Month LIBOR on each Interest Determination Date by the Securities
Administrator and the Securities Administrator's calculation of the rate of
interest applicable to each Class of applicable Notes for the related Accrual
Period shall (in the absence of manifest error) be final and binding.

         Section 3.27 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, that
the Issuer may make, or cause to be made, (x) distributions and payments to the
Securities Administrator, the Owner Trustee, the Indenture Trustee, the
Certificate Registrar, the Certificate Paying Agent, the Noteholders, the
Certificateholders and the Insurer as contemplated by, and to the extent funds
are available for such purpose under this Indenture and the Trust Agreement and
(y) payments to the Servicers, the RMBS Master Servicer and the Subservicers
pursuant to the terms of the related Servicing Agreement, RMBS Master Servicing
Agreement or Subservicing Agreement. The Issuer will not, directly or
indirectly, make payments



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to or distributions from the Collection Account except in accordance with this
Indenture and the Basic Documents.

         Section 3.28 NOTICE OF EVENTS OF DEFAULT. The Issuer shall give the
Indenture Trustee, the Insurer and the Rating Agencies prompt written notice of
each Event of Default hereunder and under the Trust Agreement.

         Section 3.29 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Indenture Trustee or the Insurer, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

         Section 3.30 STATEMENTS TO NOTEHOLDERS. On each Payment Date, the
Securities Administrator shall make available on the Securities Administrator's
website, WWW.CTSLINK.COM (or deliver at the recipient's option), to each
Noteholder and Certificateholder the statement prepared by the Securities
Administrator pursuant to and in the manner provided for in Section 7.05 hereof.

         Section 3.31 INTEREST COVERAGE ACCOUNTS.

         (a) No later than the Closing Date, the Indenture Trustee shall
establish and maintain seven segregated trust accounts each of which is an
Eligible Account, shall be titled "Group I Interest Coverage Account, Deutsche
Bank National Trust Company, as indenture trustee for the registered holders of
American Home Mortgage Investment Trust Series 2005-1" (the "Group I Interest
Coverage Account"), "Group II Interest Coverage Account, Deutsche Bank National
Trust Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group II Interest Coverage
Account"), "Group III Interest Coverage Account, Deutsche Bank National Trust
Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group III Interest Coverage
Account"), "Group IV Interest Coverage Account, Deutsche Bank National Trust
Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group IV Interest Coverage
Account"); "Group V Interest Coverage Account, Deutsche Bank National Trust
Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group V Interest Coverage
Account"); "Group VI Interest Coverage Account, Deutsche Bank National Trust
Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group VI Interest Coverage
Account"); "Group VII Interest Coverage Account, Deutsche Bank National Trust
Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group VII Interest Coverage
Account"), "Group VIII Interest Coverage Account, Deutsche Bank National Trust
Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group VIII Interest Coverage
Account"), and "Group IX Interest Coverage Account, Deutsche Bank National Trust
Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group IX Interest Coverage
Account"), respectively. The Indenture Trustee shall, promptly upon receipt,
deposit in the related Interest Coverage Account and retain therein the related
Interest Coverage Amount remitted on the Closing Date to the Indenture Trustee
by the



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Depositor. Funds deposited in the related Interest Coverage Account shall be
held in trust by the Indenture Trustee for the benefit of the related
Noteholders and the Insurer for the uses and purposes set forth herein.

         (b) For federal income tax purposes, the Seller shall be the owner of
the Interest Coverage Accounts and shall report all items of income, deduction,
gain or loss arising therefrom. All income and gain realized from investment of
funds deposited in the related Interest Coverage Account, which investment shall
be made solely upon the written direction of the Seller in Permitted
Investments, shall be for the sole and exclusive benefit of the related Seller
and shall be remitted by the Indenture Trustee to the Seller at the end of the
Funding Period. The Seller shall deposit in the related Interest Coverage
Account the amount of any net loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss.

         (c) On each Payment Date during the Funding Period and on the Payment
Date immediately following the end of the Funding Period, the Indenture Trustee
shall withdraw, in accordance with the statement for such Payment Date provided
by the Securities Administrator pursuant to Section 7.05 hereof, from the Group
I, Group II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII and
Group IX Interest Coverage Accounts and deposit in the Payment Account an amount
equal to 30 days' interest on the excess, if any, of the related Group I, Group
II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII and Group IX
Original Pre-Funded Amount over the aggregate Principal Balance of related Group
I, Group II, Group III, Group IV, Group V, Group VI, Group VII and Group VIII
Subsequent Mortgage Loans and Group IX Subsequent HELOC Mortgage Loans that (in
each case) both (i) had a Due Date during the Due Period relating to such
Payment Date and (ii) had a Subsequent Cut-off Date prior to the first day of
the month in which such Payment Date occurs, at a per annum rate equal to the
related weighted average Net Mortgage Rate of the related Mortgage Loans. In
addition, on the first two Payment Dates, amounts shall be withdrawn from the
Group IX Interest Coverage Account in respect to shortfalls as a result of the
HELOC Mortgage Loans with Mortgage Rates that were supposed to reset in the
first Due Period but did not as identified in the Mortgage Loan Schedule. Such
withdrawal and deposit shall be treated as a contribution of cash by the Seller
to the Trust Fund on the date thereof. Immediately following any such withdrawal
and deposit, and immediately following the conveyance of any Group I, Group II,
Group III, Group IV, Group V, Group VI, Group VII and Group VIII Subsequent
Mortgage Loans or Group IX Subsequent HELOC Mortgage Loans to the Trust on any
related Subsequent Transfer Date, the Indenture Trustee, in accordance with the
statement for such Payment Date provided by the Securities Administrator
pursuant to Section 7.05 hereof, shall withdraw from the related Interest
Coverage Account and remit to the Seller or its designee an amount equal to the
excess, if any, of the amount remaining in such Interest Coverage Account over
the amount that would be required to be withdrawn therefrom (assuming sufficient
funds therein) pursuant to the preceding sentence on each subsequent Payment
Date, if any, that will occur during the Funding Period or that will be the
Payment Date immediately following the end of the Funding Period, if no related
Group I, Group II, Group III, Group IV, Group V, Group VI, Group VII and Group
VIII Subsequent Mortgage Loans or Group IX Subsequent HELOC Mortgage Loans were
acquired by the Trust Fund after the end of the Prepayment Period relating to
the current Payment Date.



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         (d) Upon the earliest of (i) the Payment Date immediately following the
end of the Funding Period, (ii) the reduction of the Note Principal Balances of
the Notes to zero or (iii) the termination of this Agreement in accordance with
Section 8.04, any amount remaining on deposit in the related Interest Coverage
Account after distributions pursuant to paragraph (c) above shall be withdrawn
by the Indenture Trustee and paid to the Seller or its designee.

         Section 3.32 THE PRE-FUNDING ACCOUNTS. (a) No later than the Closing
Date, the Indenture Trustee shall establish and maintain seven segregated trust
accounts each of which is an Eligible Account, which shall be titled "Group I
Pre-Funding Account, Deutsche Bank National Trust Company, as indenture trustee
for the registered holders of American Home Mortgage Investment Trust Series
2005-1" (the "Group I Pre-Funding Account"); "Group II Pre-Funding Account,
Deutsche Bank National Trust Company, as indenture trustee for the registered
holders of American Home Mortgage Investment Trust Series 2005-1" (the "Group II
Pre-Funding Account"); "Group III Pre-Funding Account, Deutsche Bank National
Trust Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group III Pre-Funding Account");
"Group IV Pre-Funding Account, Deutsche Bank National Trust Company, as
indenture trustee for the registered holders of American Home Mortgage
Investment Trust Series 2005-1" (the "Group IV Pre-Funding Account"); "Group V
Pre-Funding Account, Deutsche Bank National Trust Company, as indenture trustee
for the registered holders of American Home Mortgage Investment Trust Series
2005-1" (the "Group V Pre-Funding Account"); "Group VI Pre-Funding Account,
Deutsche Bank National Trust Company, as indenture trustee for the registered
holders of American Home Mortgage Investment Trust Series 2005-1" (the "Group VI
Pre-Funding Account"), "Group VII Pre-Funding Account, Deutsche Bank National
Trust Company, as indenture trustee for the registered holders of American Home
Mortgage Investment Trust Series 2005-1" (the "Group VII Pre-Funding Account"),
"Group VIII Pre-Funding Account, Deutsche Bank National Trust Company, as
indenture trustee for the registered holders of American Home Mortgage
Investment Trust Series 2005-1" (the "Group VIII Pre-Funding Account") and
"Group IX Pre-Funding Account, Deutsche Bank National Trust Company, as
indenture trustee for the registered holders of American Home Mortgage
Investment Trust Series 2005-1" (the "Group IX Pre-Funding Account"),
respectively. The Indenture Trustee shall, promptly upon receipt, deposit in the
related Group I, Group II, Group III, Group IV, Group V, Group VI, Group VII,
Group VIII and Group IX Pre-Funding Accounts and retain therein the related
Group I, Group II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII
and Group IX Original Pre-Funded Amount remitted on the Closing Date to the
Indenture Trustee by the Depositor. Funds deposited in the related Group I,
Group II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII and
Group IX Pre-Funding Account shall be held in trust by the Indenture Trustee for
the benefit of the related Noteholders and the Insurer, with respect to the
Class IX-A Notes, for the uses and purposes set forth herein.

         (b) The Indenture Trustee will invest at written direction of funds
deposited in the Group I, Group II, Group III, Group IV, Group V, Group VI,
Group VII, Group VIII and Group IX Pre-Funding Account, as directed by the
Seller in writing, in Eligible Investments with a maturity date (i) no later
than the Business Day immediately preceding the date on which such funds are
required to be withdrawn from such account pursuant to this Indenture, if a
Person other than the Indenture Trustee or an Affiliate manages or advises such
investment, (ii) no later



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than the date on which such funds are required to be withdrawn from such account
pursuant to this Indenture, if the Indenture Trustee or an Affiliate manages or
advises such investment or (iii) within one (1) Business Day of the Indenture
Trustee's receipt thereof. For federal income tax purposes, the Seller shall be
the owner of the Group I, Group II, Group III, Group IV, Group V, Group VI,
Group VII, Group VIII and Group IX Pre-Funding Account and shall report all
items of income, deduction, gain or loss arising therefrom. All income and gain
realized from investment of funds deposited in the related Group I, Group II,
Group III, Group IV, Group V, Group VI, Group VII, Group VIII and Group IX
Pre-Funding Account shall be included in the related Available Funds at the
following times: (i) on the Business Day immediately preceding each Payment
Date, if a Person other than the Indenture Trustee or an Affiliate of the
Indenture Trustee manages or advises such investment, or on each Payment Date,
if the Indenture Trustee or an Affiliate of the Indenture Trustee manages or
advises such investment, (ii) on the Business Day immediately preceding the
related Subsequent Transfer Date, if a Person other than the Indenture Trustee
or an Affiliate of the Indenture Trustee manages or advises such investment, or
on the related Subsequent Transfer Date, if the Indenture Trustee or an
Affiliate of the Indenture Trustee manages or advises such investment or (iii)
within one (1) Business Day of the Indenture Trustee's receipt thereof. The
Seller shall deposit in the related Group I, Group II, Group III, Group IV,
Group V, Group VI, Group VII, Group VIII and Group IX Pre-Funding Account the
amount of any net loss incurred in respect of any such Eligible Investment
immediately upon realization of such loss without any right of reimbursement
therefor.

         (c) Amounts on deposit in the Group I, Group II, Group III, Group IV,
Group V, Group VI, Group VII, Group VIII and Group IX Pre-Funding Account shall
be withdrawn by the Indenture Trustee as follows:

                  (i) On the related Subsequent Transfer Date, the Indenture
         Trustee shall withdraw from the related Group I, Group II, Group III,
         Group IV, Group V, Group VI, Group VII, Group VIII and Group IX
         Pre-Funding Account an amount equal to 100% of the aggregate Stated
         Principal Balances of the related Group I, Group II, Group III, Group
         IV, Group V, Group VI, Group VII and Group VIII Subsequent Mortgage
         Loans and Group IX Subsequent HELOC Mortgage Loans transferred and
         assigned to the Indenture Trustee for deposit in the Mortgage Pool on
         the related Subsequent Transfer Date and pay such amount to or upon the
         order of the Issuer upon satisfaction of the conditions set forth in
         Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 2.11, 2.12 or 2.13, as
         applicable, with respect to such transfer and assignment;

                  (ii) If the amount on deposit in the related Group I, Group
         II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII or
         Group IX Pre-Funding Account has not been reduced to zero during the
         Funding Period, on the day immediately following the termination of the
         Funding Period, the Indenture Trustee shall deposit into the Payment
         Account any amounts remaining in the related Group I, Group II, Group
         III, Group IV, Group V, Group VI, Group VII, Group VIII or Group IX
         Pre-Funding Account for distribution in accordance with the terms
         hereof;



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                  (iii) To withdraw any amount not required to be deposited in
         the related Group I, Group II, Group III, Group IV, Group V, Group VI,
         Group VII, Group VIII or Group IX Pre-Funding Account or deposited
         therein in error; and

                  (iv) To clear and terminate the Group I, Group II, Group III,
         Group IV, Group V, Group VI, Group VII, Group VIII or Group IX
         Pre-Funding Account upon the earlier to occur of (A) the Payment Date
         immediately following the end of the Funding Period and (B) the
         termination of this Indenture, with any amounts remaining on deposit
         therein being paid to the Holders of the Notes then entitled to
         distributions in respect of principal.

         Section 3.33 GRANT OF THE SUBSEQUENT MORTGAGE LOANS AND SUBSEQUENT
HELOC MORTGAGE LOANS. In consideration of the delivery on the related Subsequent
Transfer Date to or upon the order of the Issuer of all or a portion of the
amount on deposit in the related Group I, Group II, Group III, Group IV, Group
V, Group VI, Group VII, Group VIII or Group IX Pre-Funding Account, the
Depositor shall, to the extent of the availability thereof, on the related
Subsequent Transfer Date during the Funding Period, grant to the Indenture
Trustee all of its rights, title and interest in the related Group I, Group II,
Group III, Group IV, Group V, Group VI, Group VII or Group VIII Mortgage Loans
or Group IX Subsequent HELOC Mortgage Loans and simultaneously with the Grant of
the related Group I, Group II, Group III, Group IV, Group V, Group VI, Group VII
or Group VIII Mortgage Loans or Group IX Subsequent HELOC Mortgage Loans, the
Depositor will cause the related Mortgage File to be delivered to the Indenture
Trustee.

         Section 3.34 REPLACEMENT DERIVATIVE CONTRACTS. In the event of an Event
of Default or Termination Event (each, as defined in the related Derivative
Contract) with respect to a Derivative Counterparty under a Derivative Contract
(a "Derivative Contract Default"), the Issuer, at its expense, may, but shall
not be required to, substitute a new derivative contract or any other form of
similar coverage for basis risk shortfalls for such Derivative Contract;
PROVIDED, HOWEVER, that the timing and mechanism for receiving payments under
such new derivative contract shall be reasonably acceptable to the Indenture
Trustee. It shall be a condition to substitution of any new derivative contract
that there be delivered to the Indenture Trustee an Opinion of Counsel to the
effect that such substitution would not (a) result in a "substantial
modification" of the Notes under Treasury Regulation section 1.1001-3, or
adversely affect the status of the Notes as indebtedness for federal income tax
purposes, or (b) if 100% of the Certificates are not owned by American Home
Mortgage Acceptance Inc., cause the Trust to be subject to entity level tax for
federal income tax purposes.

         Section 3.35 PAYMENTS UNDER THE INSURANCE POLICY. (a) (1) By 12:00 noon
(New York Time) on the later of (i) the second Business Day following the
Business Day on which the Insurer shall have received Notice (as defined in the
Insurance Policy) that a Deficiency Amount is due in respect of the Class IX-A
Notes and (ii) the Payment Date on which the related Deficiency Amount is
payable to the Noteholders and (2) at such time as the Indenture Trustee shall
deliver an acceleration notice to the Noteholders pursuant to Section 5.02, the
Securities Administrator on behalf of the Class IX-A Noteholders, shall make a
draw on the Insurance Policy in an amount, if any, equal to the Deficiency
Amount.



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         (b) If the Securities Administrator determines that a Deficiency Amount
will exist for the following Payment Date, then the Securities Administrator
shall submit a Notice (as defined in the Insurance Policy) for payment in the
amount of the Deficiency Amount to the Insurer no later than 12:00 Noon, New
York City time, on the second Business Day prior to the applicable Payment Date.
Upon receipt of such Deficiency Amount in accordance with the terms of the
Insurance Policy, the Indenture Trustee shall deposit such Deficiency Amount in
the Payment Account for distribution to the Class IX-A Noteholders pursuant to
Section 3.07 hereof or with respect to an acceleration pursuant to Section 5.02
hereof.

         In addition, according to the terms of the Insurance Policy (in the
form attached hereto as Exhibit E), a draw may be made under the Insurance
Policy in respect of any Preference Amount applicable to any of the Class IX-A
Noteholders (as defined in and pursuant to the terms and conditions of the such
Insurance Policy) and the Securities Administrator shall submit a Notice (as
defined in such Insurance Policy) for payment with respect thereto together with
the other documents required to be delivered to the Insurer pursuant to the
Insurance Policy in connection with a draw in respect of any Preference Amount.

         (c) Upon its receipt of a Final Order (as defined in the Insurance
Policy), the Indenture Trustee shall notify the Securities Administrator when a
draw on the Insurance Policy is required to be made with respect to any
Preference Amount and the Indenture Trustee shall furnish to the Securities
Administrator, at the Issuer's expense, any documents, prepared for and received
by the Indenture Trustee (provided, however, that any such documents shall not
be approved by the Securities Administrator) required to be delivered under the
Insurance Policy (other than the Notice) for payment with respect to such
Preference Amount. The Indenture Trustee also shall furnish to the Securities
Administrator the wire transfer instructions to be included in any Notice.

         Section 3.36 REPLACEMENT INSURANCE POLICY. In the event of a Insurer
Default (a "Replacement Event"), the Issuer, at its expense, in accordance with
and upon satisfaction of the conditions set forth in the Insurance Policy,
including, without limitation, payment in full of all amounts owed to the
Insurer, may, but shall not be required to, substitute a new surety bond or
surety bonds for the existing Insurance Policy or may arrange for any other form
of credit enhancement; PROVIDED, HOWEVER, that in each case after giving effect
to such substitute or other form of credit enhancement the Class IX-A Notes
shall be rated no lower than the rating assigned by each Rating Agency to the
Class IX-A Notes, respectively, immediately prior to such Replacement Event and
the timing and mechanism for drawing on such new credit enhancement shall be
reasonably acceptable to the Indenture Trustee and the Securities Administrator,
and provided further that the premiums under the proposed credit enhancement
shall not exceed such premiums under the existing Insurance Policy. It shall be
a condition to substitution of any new credit enhancement that there be
delivered to the Indenture Trustee (i) an Opinion of Counsel, acceptable in form
to the Indenture Trustee and the Rating Agencies, from counsel to the provider
of such new credit enhancement with respect to the enforceability thereof and
such other matters as the Indenture Trustee and the Rating Agencies may require
and (ii) an Opinion of Counsel to the effect that such substitution would not
(a) result in a "substantial modification" of the Notes under Treasury
Regulation section 1.1001-3, or adversely affect the status of the Notes as
indebtedness for federal income tax purposes, or (b) if 100% of the Certificates
are not owned by American Home Mortgage Acceptance Inc., cause the Trust to be
subject to an entity level tax for federal income tax purposes. Upon receipt of
the items referred to above and payment of all



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amounts owing to the Insurer and the taking of physical possession of the new
credit enhancement, the Indenture Trustee shall, within five Business Days
following receipt of such items and such taking of physical possession, deliver
the replaced Insurance Policy to the Insurer. In the event of any such
replacement the Issuer shall give written notice thereof to the Rating Agencies.

         Section 3.37 CERTAIN REPRESENTATIONS REGARDING THE TRUST ESTATE.

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

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

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

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

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

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

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

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

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

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

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



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                  (iv) 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.

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

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

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

         Section 3.38 ALLOCATION OF REALIZED LOSSES.

         (a) Any Realized Losses on the Mortgage Loans in Loan Groups I, II,
III, IV, V, VI and VII will be allocated or covered on any Payment Date, in
accordance with the statement for such Payment Date provided by the Securities
Administrator pursuant to Section 7.05 hereof, as follows: FIRST, to the related
Net Monthly Excess Cashflow, by an increase in the related Overcollateralization
Increase Amount for that Payment Date as provided in Section 3.05 of this
Indenture; SECOND, in reduction of the Overcollateralized Amount until reduced
to zero (meaning, no losses will be allocated to the Class M Notes and Class B
Notes until the aggregate Note Principal Balance of the Class I-A, Class II-A,
Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M and Class B
Notes equals the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Groups I, II, III, IV, V, VI and VII; THIRD, to the Class B Notes, in
reduction of the Note Principal Balance thereof, until reduced to zero; FOURTH,
to the Class M-8 Notes, in reduction of the Note Principal Balance thereof,
until reduced to zero; FIFTH, to the Class M-7 Notes, in reduction of the Note
Principal Balance thereof, until reduced to zero; SIXTH, to the Class M-6 Notes,
in reduction of the Note Principal Balance thereof, until reduced to zero;
SEVENTH, to the Class M-5 Notes, in reduction of the Note Principal Balance
thereof, until reduced to zero; EIGHTH, to the Class M-4 Notes, in reduction of
the Note Principal Balance thereof, until reduced to zero; NINTH, to the Class
M-3 Notes, in reduction of the Note Principal Balance thereof, until reduced to
zero; TENTH, to the Class M-2 Notes, in reduction of the Note Principal Balance
thereof, until reduced to zero; ELEVENTH, to the Class M-1 Notes, in reduction
of the Note Principal Balance thereof, until reduced to zero; and TWELFTH, to
the extent such Realized Losses are incurred in respect of the Mortgage Loans in
Loan Group I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V or Loan
Group VII, to the Class I-A-2, Class I-A-3 Notes, Class II-A-2, Class III-A-2,
Class IV-A-2, Class




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V-A-2 or Class VII-A-2 Notes, respectively, in reduction of the Note Principal
Balance thereof, until reduced to zero; provided, however, that any Realized
Losses allocated to the Class I-A-2 Notes and the Class I-A-3 Notes shall be
allocated first, to the Class I-A-3 Notes, and second, to the Class I-A-2 Notes.

         (b) Any Realized Losses on the Mortgage Loans in Loan Group VIII will
be allocated or covered on any Payment Date, in accordance with the statement
for such Payment Date provided by the Securities Administrator pursuant to
Section 7.05 hereof, as follows: FIRST, to the related Net Monthly Excess
Cashflow, by an increase in the related Overcollateralization Increase Amount
for that Payment Date as provided in Section 3.06 of this Indenture; SECOND, in
reduction of the related Overcollateralized Amount, until reduced to zero
(meaning, no losses will be allocated to the Class VIII-M Notes until the
aggregate Note Principal Balance of Class VIII-A Notes and Class VIII-M Notes
equals the aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group VIII); THIRD, to the Class VIII-M-6 Notes, in reduction of the Note
Principal Balance thereof, until reduced to zero; FOURTH, to the Class VIII-M-5
Notes, in reduction of the Note Principal Balance thereof, until reduced to
zero; FIFTH, to the Class VIII-M-4 Notes, in reduction of the Note Principal
Balance thereof, until reduced to zero; SIXTH, to the Class VIII-M-3 Notes, in
reduction of the Note Principal Balance thereof, until reduced to zero; SEVENTH,
to the Class VIII-M-2 Notes, in reduction of the Note Principal Balance thereof,
until reduced to zero; EIGHTH, to the Class VIII-M-1 Notes, in reduction of the
Note Principal Balance thereof, until reduced to zero; and NINTH, to the to the
Class VIII-A-1 Notes and Class VIII-A-2 Notes, on a pro rata basis, in reduction
of the Note Principal Balance thereof, until reduced to zero.

         Section 3.39 OBLIGATIONS OF THE SECURITIES ADMINISTRATOR WITH RESPECT
TO THE DERIVATIVE CONTRACTS.

         (a) For purposes of this Section 3.39, any capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in
the Derivative Contracts.

         Section 3.40 RESERVE FUND. The Indenture Trustee hereby acknowledges
its obligations under Section 6.01 of the RMBS Servicing Agreement and Section
6.01 of the HELOC Servicing Agreement with respect to the Reserve Fund (as
defined in the RMBS Servicing Agreement and



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HELOC Servicing Agreement) and the Indenture Trustee agrees to hold such Reserve
Fund (as defined in the RMBS Servicing Agreement and HELOC Servicing
Agreement) in trust for the benefit of the RMBS Master Servicer, the HELOC
Back-Up Servicer and the Indenture Trustee and to promptly pay to the RMBS
Master Servicer's and the HELOC Back-Up Servicer, upon the RMBs Master
Servicer's or the HELOC Back-Up Servicer's request, as applicable, any amounts
to be reimbursed or paid from the Reserve Fund (as defined in the RMBS Servicing
Agreement and HELOC Servicing Agreement) pursuant to RMBS Servicing Agreement
and HELOC Servicing Agreement.




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                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

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

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

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

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



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         Section 4.02 REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE
OF NOTES; APPOINTMENT OF NOTE REGISTRAR AND CERTIFICATE REGISTRAR.

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

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

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

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

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

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

         No transfer, sale, pledge or other disposition of a Non-Offered Note
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act and any applicable
state securities laws or is made in accordance with said Act



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and laws. In the event of any such transfer, the Note Registrar or the Depositor
shall prior to such transfer require the transferee to execute (A) either (i)
(a) an investment letter in substantially the form attached hereto as Exhibit K
(or in such form and substance reasonably satisfactory to the Note Registrar and
the Depositor) which investment letter shall not be an expense of the Trust, the
Owner Trustee, the Indenture Trustee, the Securities Administrator, the Note
Registrar, the RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS
Servicer, the HELOC Back-Up Servicer, the Seller or the Depositor and which
investment letter states that, among other things, such transferee (1) is a
"qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (2) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Note Registrar and
the Depositor that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trust, the Owner Trustee, the Indenture Trustee,
the Securities Administrator, the Note Registrar, the RMBS Master Servicer, the
HELOC Back-Up Servicer, the RMBS Servicer, the HELOC Back-Up Servicer, the
Seller or the Depositor and (b) either (1) the transferee executes a
representation letter, substantially in the form of Exhibit M hereto, and the
transferor executes a representation letter, substantially in the form of
Exhibit N hereto, each acceptable to and in form and substance satisfactory to
the Note Registrar and the Depositor certifying the facts surrounding such
transfer, which representation letters shall not be an expense of the Trust, the
Owner Trustee, the Indenture Trustee, the Securities Administrator, the Note
Registrar, the RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS
Servicer, the HELOC Back-Up Servicer, the Seller or the Depositor or (2) an
Opinion of Counsel has been rendered by nationally recognized tax counsel
stating that such Notes will be treated as debt for federal income tax purposes
and (B) the Certificate of Non-Foreign Status (in substantially the form
attached hereto as Exhibit L) acceptable to and in form and substance reasonably
satisfactory to the Note Registrar and the Depositor, which certificate shall
not be an expense of the Trust, the Owner Trustee, the Indenture Trustee, the
Securities Administrator, the Note Registrar, the RMBS Master Servicer, the
HELOC Back-Up Servicer, the RMBS Servicer, the HELOC Back-Up Servicer, the
Seller or the Depositor. The Holder of a Non-Offered Note desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust, the Owner
Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the RMBS
Master Servicer, the HELOC Back-Up Servicer, the RMBS Servicer, the HELOC
Servicer and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.


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         No person shall become a Non-Offered Noteholder, so long as any Notes
are Outstanding, until it shall establish its status as a real estate investment
trust ("REIT") or as a "qualified REIT subsidiary" ("QRS") within the meaning of
Section 856(a) or Section 856(i) of the Code, respectively, by submitting to the
Note Registrar and the Owner Trustee and the Transferee Certificate set forth in
Exhibit P hereto.

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

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

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

         Section 4.03 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee


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

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

         Every replacement Note issued pursuant to this Section 4.03 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the 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.

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

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

         Section 4.05 CANCELLATION. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously



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

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

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

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

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

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

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

         Section 4.07 NOTICES TO DEPOSITORY. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been



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issued to Beneficial Owners pursuant to Section 4.08, the Indenture Trustee
shall give all such notices and communications specified herein to be given to
Holders of the Offered Notes to the Depository, and shall have no obligation to
the Beneficial Owners.

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

         Section 4.09 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 will qualify
as indebtedness. The Issuer and the Indenture Trustee (in accordance with
Section 6.06 hereof), by entering into this Indenture, and each Noteholder, by
its acceptance of its Note (and each Beneficial Owner by its acceptance of an
interest in the applicable Book-Entry Note), agree to treat the Notes for
federal, state and local income, single business and franchise tax purposes as
indebtedness.

         Section 4.10 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.17, 3.19 and 3.20, (v) the rights and immunities of the Indenture Trustee
hereunder (including the rights of the Indenture Trustee under Section 6.07) and
the obligations of the Indenture Trustee under Section 4.11 and (vi) the rights
of Noteholders and the Insurer as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of them,
and the Indenture Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes and shall release and deliver the Collateral
to or upon the Issuer Request, when

         (A) either

                  (1) all Notes theretofore authenticated and delivered (other
than (i) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section



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<PAGE>



4.03 hereof 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 Indenture Trustee for cancellation; or

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

                           a.       have become due and payable,

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

                           c.       have been called for early redemption and
                                    the Trust has been terminated pursuant to
                                    Section 8.07 hereof,

and the Issuer, in the case of a. or b. above, has irrevocably deposited or
caused to be irrevocably deposited with the Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness on
such Notes then outstanding not theretofore delivered to the Indenture Trustee
for cancellation when due on the Final Scheduled Payment Date or other final
Payment Date and has delivered to the Indenture Trustee and the Insurer a
verification report with respect to such direct obligations or obligations
guaranteed by the United States of America from a nationally recognized
accounting firm certifying that the amounts deposited with the Indenture Trustee
are sufficient to pay and discharge the entire indebtedness of such Notes, or,
in the case of c. above, the Issuer shall have complied with all requirements of
Section 8.07 hereof,

         (B) the Issuer has paid or caused to be paid all other sums payable
hereunder and under the Insurance Agreement by the Issuer as evidenced by the
written consent of the Insurer; and

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

         Section 4.11 APPLICATION OF TRUST MONEY. All monies deposited with the
Indenture Trustee pursuant to Section 4.10 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent or the
Certificate Paying Agent as designee of the Issuer or the Insurer, as the
Indenture Trustee may determine, to the Holders of Securities, of all sums due
and to become due



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thereon for principal and interest or otherwise; but such monies need not be
segregated from other funds except to the extent required herein or required by
law.

         Section 4.12 SUBROGATION AND COOPERATION. (a) The Issuer and the
Indenture Trustee acknowledge that (i) to the extent the Insurer makes payments
under the Insurance Policy on account of principal of or interest on the Class
IX-A Notes, the Insurer will be fully subrogated to the rights of such Holders
to receive such principal and interest from the Issuer, and (ii) the Insurer
shall be paid such principal and interest but only from the sources and in the
manner provided herein and in the Insurance Agreement for the payment of such
principal and interest.

         The Indenture Trustee shall, so long as it is indemnified to its
satisfaction, cooperate in all respects with any reasonable written request by
the Insurer (unless a Insurer Default exists) for action to preserve or enforce
the Insurer's rights or interest under this Indenture or the Insurance
Agreement, consistent with this Indenture and without limiting the rights of the
Noteholders as otherwise set forth in the Indenture, including, without
limitation, upon the occurrence and continuance of a default under the Insurance
Agreement, a request to take any one or more of the following actions:

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

                  (ii) sell or cause to be sold the Trust Estate or any portion
         thereof or rights or interest therein, at one or more public or private
         Sales (as defined in Section 5.15 (a) hereof) called and conducted in
         any manner permitted by law;

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

                  (iv) exercise any remedies of a secured party under the UCC
         and take any other appropriate action to protect and enforce the rights
         and remedies of the Insurer hereunder;

provided, however, action shall be taken pursuant to this Section 4.12 by the
Indenture Trustee to preserve the Insurer's rights or interest under this
Agreement or the Insurance Agreement only to the extent such action is available
to the Class IX-A Noteholders or the Insurer under other provisions of this
Indenture.

         Notwithstanding any provision of this Indenture to the contrary, so
long as no Insurer Default exists, the Insurer shall at all times be treated as
if it were the exclusive owner of all Class IX-A Notes Outstanding for the
purposes of all approvals, consents, waivers and the institution of any action
and the written direction of all remedies, and the Indenture Trustee shall act
in accordance with the written directions of the Insurer so long as it is
indemnified therefor to its reasonable satisfaction.


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         Section 4.13 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Person other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Sections 3.05, 3.06 and 3.07 and thereupon such Person shall be released from
all further liability with respect to such monies.

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

         If temporary Notes are issued, the Issuer will cause Definitive Notes
to be prepared without unreasonable delay. After the preparation of the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office of the agent of the
Indenture Trustee located at c/o DTC Transfer Agent Services, 55 Water Street,
Jeanette Park Entrance, New York, New York 10041, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute and, upon Issuer Request, the Indenture Trustee shall authenticate
and make available for delivery, in exchange therefor, Definitive Notes of
authorized denominations and of like tenor, class and aggregate principal
amount. Until so exchanged, such temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.

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

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



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                                   ARTICLE V

                              DEFAULT AND REMEDIES

         Section 5.01 EVENTS OF DEFAULT. The Issuer shall deliver to the
Indenture Trustee and the Insurer, within five days after learning of the
occurrence of an Event of Default, written notice in the form of an Officer's
Certificate of any event which with the giving of notice and the lapse of time
would become an Event of Default under clause (c) or (d) of the definition of
"Event of Default", its status and what action the Issuer is taking or proposes
to take with respect thereto. The Indenture Trustee shall not be deemed to have
knowledge of any Event of Default unless a Responsible Officer has actual
knowledge thereof or unless written notice of such Event of Default is received
by a Responsible Officer and such notice references the Notes, the Trust Estate
or this Indenture.

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee (i) with respect to the Notes, other than the Class IX-A
Notes, at the written direction of the Holders of Notes representing not less
than a majority of the aggregate Note Principal Balance of the Notes or (ii)
with respect to the Class IX-A Notes, so long as the Insurer is not in default
under the Insurance Policy, at the written direction of the Insurer or at the
written direction of the Holder of the majority of the aggregate Note Principal
Balance of the Class IX-A Notes with the consent of the Insurer, may declare the
Notes to be immediately due and payable, by a notice in writing to the Issuer
(and to the Indenture Trustee if such notice is given by Insurer or the
Noteholders), and upon any such declaration the unpaid Note Principal Balance of
the Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.

         At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, (i) with respect to the Notes, other
than the Class IX-A Notes, the Holders of the Notes representing not less than a
majority of the aggregate Note Principal Balance of each Class of Notes, other
than the Class IX-A Notes, by written notice to the Issuer and the Indenture
Trustee, or (ii) with respect to the Class IX-A Notes, the Insurer, so long as
the Insurer is not in default under the Insurance Policy, or the Holder of the
majority of the aggregate Note Principal Balance of the Class IX-A Notes with
the consent of the Insurer, by written notice to the Issuer and the Indenture
Trustee, may waive the related Event of Default and rescind and annul such
declaration and its consequences if:

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

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



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

                 (C) all amounts owed to the Insurer; and

                 (D) all amounts owed to the Derivative Counterparty.

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

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

         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 interest on any Note when the same becomes due and payable, and such default
continues for a period of five days, or (ii) default is made in the payment of
the principal of or any installment of the principal of any Note when the same
becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee,
(i) with respect to the Notes other than the Class IX-A Notes, at the written
direction of the Holders of a majority of the aggregate Note Principal Balances
of the Notes or (ii) with respect to the Class IX-A Notes, so long as the
Insurer is not in default under the Insurance Policy, at the written direction
of the Insurer or at the written direction of the Holder of the majority of the
aggregate Note Principal Balance of the Class IX-A Notes with the consent of the
Insurer, pay to the Indenture Trustee, for the benefit of the Insurer, with
respect to the Class IX-A Notes, or the Holders of Notes, the whole amount then
due and payable on the related Notes for principal and interest, with interest
at the applicable Note Interest Rate upon the overdue principal, and in addition
thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.

         (b) In case the 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, subject to the provisions of Section 4.12 and Section 10.16 hereof, may
institute a Proceeding for the collection of the sums so due and unpaid, and may
prosecute such Proceeding to judgment or final decree, and may enforce the same
against the Issuer or other obligor upon the Notes and collect in the manner
provided by law out of the property of the Issuer or other obligor upon the
Notes, wherever situated, the monies adjudged or decreed to be payable.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee, subject to the provisions of Section 4.12 and Section 10.16 hereof,
may, as more particularly provided in Section 5.04 hereof, in its discretion,
proceed to protect and enforce its rights and the rights of the Insurer and the
Noteholders by such appropriate Proceedings as directed in writing by the
Insurer or the Holders of a majority of the aggregate Note Principal Balances of
each Class of Notes, to



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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 Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, as directed in writing by the
Insurer or the Holders of a majority of the aggregate Note Principal Balances of
each Class of Notes, irrespective of whether the principal of any Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such Proceedings or otherwise:

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

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

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

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

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover



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reasonable compensation to the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee.

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

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

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

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

         Section 5.04 REMEDIES; PRIORITIES.

         (a) If an Event of Default shall have occurred and be continuing and if
an acceleration has been declared and not rescinded pursuant to Section 5.02
hereof, the Indenture Trustee, subject to the provisions of Section 10.16
hereof, may with the consent of the Insurer, and shall, (i) with respect to the
Notes other than the Class IX-A Notes, at the written direction of the Holders
of a majority of the aggregate Note Principal Balances of the Notes, or (ii)
with respect to the Class IX-A Notes, so long as the Insurer is not in default
under the Insurance Policy, at the written direction of the Insurer or the
Holders of the majority of the aggregate Note Principal Balance of the Class
IX-A Notes with the consent of the Insurer, do one or more of the following
(subject to Section 5.05 hereof):

                  (i) institute Proceedings in its own name and as trustee of an
         express trust for the collection of all amounts then payable on the
         Notes or under this Indenture with



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         respect thereto, whether by declaration or otherwise, enforce any
         judgment obtained, and collect from the Issuer and any other obligor
         upon such Notes monies adjudged due;

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

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

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

PROVIDED, HOWEVER, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Insurer or the Holders of 100% of
the aggregate Note Principal Balance of the Notes then outstanding, (B) the
proceeds of such sale or liquidation distributable to the Holders of the Notes
are sufficient to discharge in full all amounts then due and unpaid upon such
Notes for principal and interest or (C) the Indenture Trustee determines that
the Mortgage Loans will not continue to provide sufficient funds for the payment
of principal of and interest on the applicable Notes as they would have become
due if the Notes had not been declared due and payable, and the Indenture
Trustee, respecting the Class VII-A Notes, obtains the consent of the Insurer
or, respecting the Notes other than the Class VII-A Notes, the Holders of 66
2/3% of the aggregate Note Principal Balance of the Notes then outstanding. In
determining such sufficiency or insufficiency with respect to clause (B) and
(C), the Indenture Trustee may, but need not, obtain and rely upon an opinion
(obtained at the expense of the Trust) of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.
Notwithstanding the foregoing, so long as an Event of Master Servicer
Termination has not occurred, any Sale of the Trust Estate shall be made subject
to the continued servicing of the Mortgage Loans by the related Servicer as
provided in the related Servicing Agreement.

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

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

                  SECOND: to the Derivative Counterparty, any amounts due and
unpaid to the Derivative Counterparty under Derivative Contracts.

                  THIRD: to the related Noteholders (other than the Class N
Noteholders), the amount of interest then due and unpaid on the related Notes
(other than Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall
Carry-Forward Amounts), first, to the related Class A Noteholders from related
Available Funds, the related Accrued Note Interest for such



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Class, plus any related Unpaid Interest Shortfalls, with any amounts payable to
the Class I-A Notes payable to the Class I-A-1 Notes and Class I-A-2 Notes, pro
rata, with any amounts payable to the Class II-A Notes payable to the Class
II-A-1 Notes and Class II-A-2 Notes, pro rata, and with any amounts payable to
the Class III-A Notes payable to the Class III-A-1 Notes and Class III-A-2
Notes, pro rata, and second, from any remaining Available Funds for all Loan
Groups, to the Class M Noteholders and Class B Noteholders, sequentially,
according to the amounts due and payable on the Notes for interest;

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

                  FIFTH: to the Class I-A-2, Class I-A-3, Class II-A-2, Class
III-A-2, Class IV-A-2, Class V-A-2, Class VII-A-2, Class M and Class B Notes, in
order of payment priority as set forth in Section 3.38, the amount of any
related Allocated Realized Loss Amount not previously paid;

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

                  SEVENTH: to the holders of the Class N Notes, any Accrued Note
Interest for such Notes on such Payment Date;

                  EIGHTH: to the holders of the Class N Notes, in reduction of
the Note Principal Balance thereof, until reduced to zero; and

                  NINTH: to the payment of the remainder, if any, to the
holders of the Trust Certificates on behalf of the Issuer.

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

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

                  SECOND: to the Derivative Counterparty, any amounts due and
unpaid to the Derivative Counterparty under the Derivative Contracts;

                  THIRD: to the related Noteholders (other than the Class N
Noteholders), the amount of interest then due and unpaid on the related Notes
(other than Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall
Carry-Forward Amounts), to the Class VIII-A and Class VIII-M Noteholders, pro
rata, from related Available Funds, the related Accrued Note Interest for such
Class, plus any related Unpaid Interest Shortfalls, with any amounts payable to




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the Class VIII-A Notes payable to the Class VIII-A-1 Notes and Class VIII-A-2
Notes, sequentially;

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

                  FIFTH: to the Class VIII-A Notes and Class VIII-M Notes, in
order of payment priority as set forth in Section 3.38, the amount of any
related Allocated Realized Loss Amount not previously paid;

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

                  SEVENTH: to the holders of the Class N Notes, any Accrued Note
Interest for such Notes on such Payment Date;

                  EIGHTH: to the holders of the Class N Notes, in reduction of
the Note Principal Balance thereof, until reduced to zero; and

                  NINTH: to the payment of the remainder, if any, to the holders
of the Trust Certificates on behalf of the Issuer.

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

                  FIRST: to the Indenture Trustee, the Securities Administrator,
the HELOC Back-Up Servicer and HELOC Servicer for amounts due and not previously
under the Basic Documents;

                  SECOND: to the Insurer, provided that no Insurer Default
exists, with respect to the reimbursement for prior draws made under the
Insurance Policy and the payment of all amounts due and owing to the Insurer
under the Insurance Agreement;

                  THIRD: to the Class IX-A Noteholders, accrued interest and
unpaid interest, in each case accrued at the rate equal to the related Note
Interest Rate;

                  FOURTH: to the Class IX-A Notes, the amount of principal then
due and unpaid on the Class IX-A Notes pro rata, without preference or priority
of any kind, until the Note Principal Balance of such Class is reduced to zero;

                  FIFTH: to the Class IX-A Noteholders, the amount of any
Investor Charge-Off Amounts not previously paid;



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                  SIXTH: to the Class IX-A Noteholders, the amount of any
related Basis Risk Shortfall Carry-Forward Amounts not previously paid; and

                  SEVENTH: to the payment of the remainder, if any, to the
holders of the Trust Certificates on behalf of the Issuer.

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

         Section 5.05 OPTIONAL PRESERVATION OF THE TRUST ESTATE. If the Notes
have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, with the consent of the Insurer (which
consent shall not be required if an Insurer Default exists), and shall, at the
written direction of the Insurer so long as no Insurer Default exists, elect to
take and maintain possession of the Trust Estate. It is the desire of the
parties hereto and the Noteholders that there be at all times sufficient funds
for the payment of principal of and interest on the Notes and other obligations
of the Issuer, and the Insurer and the Indenture Trustee, unless directed
otherwise by the Insurer, shall take such desire into account when determining
whether or not to take and maintain possession of the Trust Estate. In
determining whether to take and maintain possession of the Trust Estate, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

         Section 5.06 LIMITATION OF SUITS. No Holder of any Note, other than the
Insurer acting pursuant to Section 4.12 hereof, shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless and subject to the provisions of Section 10.16 hereof:

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

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

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

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


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

                  (vi) such Holder or Holders have the written consent of the
         Insurer unless a Insurer Default exists

                  (vii) 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.

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

         Section 5.07 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL
AND INTEREST. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.

         Section 5.08 RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee, the Insurer or to such Noteholder, then and in every such case the
Issuer, the Indenture Trustee, the Insurer 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, the Insurer 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, the Insurer or to the
Noteholders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         Section 5.10 DELAY OR OMISSION NOT A WAIVER. No delay or omission of
the Indenture Trustee, the Insurer or any Holder of any Note to exercise any
right or remedy accruing upon any Event of



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Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Indenture Trustee, the Insurer or to the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee, the Insurer or by the Noteholders, as the
case may be.

         Section 5.11 CONTROL BY NOTEHOLDERS. (i) With respect to the Notes
other than the Class IX-A Notes, the Holders of a majority of the aggregate Note
Principal Balances of Notes or (ii) with respect to the Class IX-A Notes, the
Insurer, so long as the Insurer is not in default under the Insurance Policy, or
the holders of the majority of the aggregate Note Principal Balance of the Class
IX-A Notes with the consent of the Insurer, shall have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to
the Indenture Trustee with respect to the related Notes or exercising any trust
or power conferred on the Indenture Trustee; provided that:

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

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

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

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

         Section 5.12 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02 hereof,
(i) with respect to the Notes other than Class IX-A Notes, the Holders of Notes
representing not less than a majority of the aggregate Note Principal Balance of
each Class of Notes or (ii) with respect to the Class IX-A Notes, so long as the
Insurer is not in default under the Insurance Policy, the Insurer or the Holder
of the majority of the aggregate Note Principal Balance of the Class IX-A Notes
with the consent of the Insurer may waive any past Event of Default and its
consequences except an Event of Default (a) with respect to payment of principal
of or interest on any of the Notes, or (b) in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Note or (c) the waiver of which would materially and adversely affect the
interests of the Insurer or modify its obligations under the Insurance Policy.
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 Event of Default or impair any right consequent thereto.

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



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

         Section 5.14 WAIVER OF STAY OR EXTENSION LAWS. The 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 shall not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.

         Section 5.15 SALE OF TRUST ESTATE.

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

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

         (1) the Insurer, unless an Insurer Default exists, or the Holders of
all Notes, if no Insurer Default exists, consent to or direct the Indenture
Trustee to make, such Sale, or

         (2) the proceeds of such Sale would be not less than the entire amount
which would be payable to the Noteholders under the Notes and the Insurer in
respect to amounts drawn under the Insurance Policy and any other amounts due to
the Insurer under the Insurance Agreement, in



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full payment thereof in accordance with Section 5.02 hereof, on the Payment Date
next succeeding the date of such Sale, or

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

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

         (c) [reserved]

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

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

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

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

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


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

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

         Section 5.17 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

         (a) Promptly following a request from the Indenture Trustee to do so,
the Issuer in its capacity as holder of the Mortgage Loans and HELOC Mortgage
Loans, shall take all such lawful action as the Indenture Trustee or the Insurer
may request to cause the Issuer to compel or secure the performance and
observance by the Seller and the related Servicer, as applicable, of each of
their obligations to the Issuer under or in connection with the Mortgage Loan
Purchase Agreement, any Group I, Group II, Group III, Group IV, Group V, Group
VI, Group VII, Group VIII and Group IX Subsequent Mortgage Purchase Agreement,
the Servicing Agreements, and to exercise any and all rights, remedies, powers
and privileges lawfully available to the Issuer under or in connection with the
Mortgage Loan Purchase Agreement, any Group I, Group II, Group III, Group IV,
Group V, Group VI, Group VII, Group VIII and Group IX Subsequent Mortgage
Purchase Agreement, the Servicing Agreements to the extent and in the manner
directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including
the transmission of notices of default on the part of the Seller or the related
Servicer thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Seller or the related
Servicer of each of their obligations under the Mortgage Loan Purchase
Agreement, any Group Group I, Group II, Group III, Group IV, Group V, Group VI,
Group VII, Group VIII and Group IX Subsequent Mortgage Purchase Agreement and
the Servicing Agreements, as applicable.

         (b) The Indenture Trustee, as pledgee of the Mortgage Loans, subject to
the rights of the Insurer under this Agreement and the HELOC Servicing
Agreement, may, and at the direction (which direction shall be in writing) of
the Insurer of if a Insurer Default exists, of the Holders of 66-2/3% of the
Note Principal Balances of the Notes, shall exercise all rights, remedies,
powers, privileges and claims of the Issuer against the Seller or the related
Servicer under or in connection with the Mortgage Loan Purchase Agreement, any
Group I, Group II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII
and Group IX Subsequent Mortgage Purchase Agreement and the Servicing
Agreements, including the right or power to take any action to compel or secure
performance or observance by the Seller or the related Servicer, as the case may
be, of each of their obligations to the Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Mortgage Loan Purchase Agreement, any Group I, Group II, Group III, Group IV,
Group V, Group VI, Group VII, Group VIII and Group IX Subsequent



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Mortgage Purchase Agreement and the Servicing Agreements, as the case may be,
and any right of the Issuer to take such action shall not be suspended.

                                   ARTICLE VI

             THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

         Section 6.01 DUTIES OF INDENTURE TRUSTEE AND SECURITIES ADMINISTRATOR.

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

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

                  (i) the Indenture Trustee and the Securities Administrator
         undertakes to perform such duties and only such duties as are
         specifically set forth in this Indenture and no implied covenants or
         obligations shall be read into this Indenture against the Indenture
         Trustee or the Securities Administrator; and

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

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

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

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

                  (iii) neither the Indenture Trustee nor the Securities
         Administrator shall be liable with respect to any action it takes or
         omits to take in good faith in accordance with a written direction
         received by it from Noteholders, the Certificateholders or from the



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         Issuer, which they are entitled to give under the Basic Documents or
         (B) from the Insurer, which it is entitled to give under the Basic
         Documents;

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

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

                  (vi) no provision of this Indenture or other Basic Document
         shall require the Indenture Trustee or the Securities Administrator to
         expend or risk its own funds or otherwise incur financial liability in
         the performance of any of its duties hereunder or in the exercise of
         any of its rights or powers, if it shall have reasonable grounds to
         believe that repayment of such funds or indemnity satisfactory to it
         against such risk or liability is not reasonably assured to it;

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

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

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

         Section 6.02 RIGHTS OF INDENTURE TRUSTEE AND THE SECURITIES
ADMINISTRATOR.

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


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

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

         (d) The Indenture Trustee and the Securities Administrator may each
consult with counsel of its selection, and the written advice or Opinion of
Counsel with respect to legal matters relating to this Indenture and the Notes
or any Basic Document shall be full and complete authorization and protection
from liability in respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the written advice or Opinion of
such counsel.

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

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

         (g) In order to comply with its duties under the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 ("U.S.A. Patriot Act"), the Indenture Trustee
shall obtain and verify certain information and documentation from the other
party to this Indenture, including, but not limited to, such party's name,
address, and other identifying information.

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


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

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

         Section 6.03 INDIVIDUAL RIGHTS. Each of the Indenture Trustee and the
Securities Administrator in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Indenture Trustee
or Securities Administrator, as applicable, subject to the requirements of the
Trust Indenture Act. Any Note Registrar, co-registrar or co-paying agent may do
the same with like rights. However, the Indenture Trustee must comply with
Sections 6.11 and 6.12 hereof.

         Section 6.04 INDENTURE TRUSTEE'S AND SECURITIES ADMINISTRATOR'S
DISCLAIMER. The Indenture Trustee and the Securities Administrator shall not be
responsible for and make no representation as to the validity or adequacy of
this Indenture, the Notes or any other Basic Document, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in the Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee's certificate of authentication.

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

         Section 6.06 REPORTS BY SECURITIES ADMINISTRATOR TO HOLDERS AND TAX
ADMINISTRATION. The Securities Administrator shall deliver to each Noteholder
such information as may be required to enable such holder to prepare its federal
and state income tax returns.

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


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

         The Issuer's payment and indemnity obligations to the Indenture Trustee
or the Securities Administrator pursuant to this Section 6.07 shall survive the
discharge of this Indenture and the termination or resignation of the Indenture
Trustee or the Securities Administrator. If the Indenture Trustee or the
Securities Administrator incurs expenses after the occurrence of an Event of
Default with respect to the 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 AND THE SECURITIES
ADMINISTRATOR. No resignation or removal of the Indenture Trustee or the
Securities Administrator and no appointment of a successor Indenture Trustee or
successor Securities Administrator shall become effective until the acceptance
of appointment by the successor Indenture Trustee or successor Securities
Administrator pursuant to this Section 6.08. The Indenture Trustee or the
Securities Administrator may resign at any time by so notifying the Issuer and
the Insurer. The Insurer or Holders of a majority of Note Principal Balances of
each Class of Notes with consent of the Insurer may remove the Indenture Trustee
or the Securities Administrator by so notifying the Indenture Trustee or the
Securities Administrator and may appoint a successor Indenture Trustee or
successor Securities Administrator. The Issuer, with the consent of the Insurer,
shall remove the Indenture Trustee or Securities Administrator, as applicable,
if:

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

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


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

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

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

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

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

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



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

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

         Section 6.10 APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE
TRUSTEE.

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

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

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




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         any portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Indenture Trustee;

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

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

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

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



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         Section 6.11 ELIGIBILITY; DISQUALIFICATION. The Indenture Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition and it or its parent
shall have a long-term debt rating of Baa3 or better by Moody's and BBB or
better by Standard & Poor's. The Indenture Trustee shall comply with TIA ss.
310(b), including the optional provision permitted by the second sentence of TIA
ss. 310(b)(9); PROVIDED, HOWEVER, that there shall be excluded from the
operation of TIA ss. 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusion
set forth in TIA ss. 310(b)(1) are met.

         Section 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

         Section 6.13 REPRESENTATIONS AND WARRANTIES. The Indenture Trustee
hereby represents that:

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

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

         Section 6.14 DIRECTIONS TO INDENTURE TRUSTEE. The Indenture Trustee is
hereby directed:

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

         (b) to authenticate and deliver the Notes substantially in the form
prescribed by Exhibits A-1, A-2, A-3 and A-4 to this Indenture in accordance
with the terms of this Indenture; and

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

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

         Section 6.16 ADMINISTRATIVE DUTIES.

         (a) The Indenture Trustee agrees to perform all of the duties of the
Issuer under the Depository Agreement. In addition to its duties performed under
the Depository Agreement, the



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Indenture Trustee shall take all appropriate action that is the duty of the
Issuer to take with respect to the following matters under the Trust Agreement,
the Mortgage Loan Purchase Agreement and the Indenture (references are to
sections of the Indenture):

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

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

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

                  (iv) [reserved];

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

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

                  (vii) [reserved];

                  (viii) [reserved];

                  (ix) [reserved];

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

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

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



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

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

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

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

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

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

                  (v) the removal of the Indenture Trustee;

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

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

         Section 6.18 ADDITIONAL INFORMATION TO BE FURNISHED. The Indenture
Trustee shall furnish to the Issuer or the Insurer from time to time such
additional information regarding the Mortgage Loans, the HELOC Mortgage Loans
and the Notes as the Issuer or the Insurer shall reasonably request, to the
extent such information is readily available to it.

         Section 6.19 EXECUTION OF DERIVATIVE CONTRACTS AND OTHER DOCUMENTS. The
Issuer hereby directs the Indenture Trustee to enter into and execute the
Corridor Contract and the Cap



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

         Section 6.20 INDENTURE TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE
ISSUER.

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

         Section 6.21 LIMITATION OF LIABILITY.

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



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The provisions of this section shall survive the termination of the Indenture
and the resignation or removal of the Indenture Trustee.

         Section 6.22 ASSIGNMENT OF RIGHTS, NOT ASSUMPTION OF DUTIES.

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



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                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

         Section 7.01 ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
NOTEHOLDERS. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (a) not more than five days after each Record Date, a list, in such form
as the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of such Record Date, and (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; PROVIDED, HOWEVER,
that so long as the Indenture Trustee is the Note Registrar, no such list shall
be required to be furnished to the Indenture Trustee.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS.

         (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 hereof and the names and addresses of Holders of Notes received
by the Indenture Trustee in its capacity as Note Registrar. The Indenture
Trustee may destroy any list furnished to it as provided in such Section 7.01
upon receipt of a new list so furnished.

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

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

         Section 7.03 REPORTS OF ISSUER.

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

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

         (c) 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 ss.
313(a), within 60 days after each January 30 beginning with March 31, 2006, the
Indenture Trustee shall mail to each




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Noteholder as required by TIA ss. 313(c) a brief report dated as of such date
that complies with TIA ss. 313(a). The Indenture Trustee also shall comply with
TIA ss. 313(b).

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

         Section 7.05 STATEMENTS TO NOTEHOLDERS. (a) With respect to each
Payment Date, the Securities Administrator shall make available via the
Securities Administrator's website, initially located at www.ctslink.com, to
each Noteholder and each Certificateholder, the Insurer, the Indenture Trustee,
each Derivative Counterparty, the Depositor, the Owner Trustee, the Paying Agent
and each Rating Agency, a statement setting forth the following information as
to the Notes, to the extent applicable:

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

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

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

                  (iv) the Insured Payment, if any, paid by the Insurer under
         the Insurance Policy for such Payment Date and the aggregate Insured
         Payments for all prior Payment Dates paid by the Insurer under the
         Insurance Policy and not yet reimbursed;

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

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

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

                  (viii) the number and the aggregate Stated Principal Balance
         of the Mortgage Loans as of the end of the related Due Period,
         determined in the aggregate and separately for Loan Group I, Loan Group
         II, Loan Group III, Loan Group IV, Group V, Group VI, Loan Group VII
         and Loan Group VIII;


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

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

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

                  (xii) the Overcollateralization Increase Amount with respect
         to each Loan Group, Overcollateralization Target Amount and
         Overcollateralized Amount, if any, in each case as the end of the
         related Payment Date, in each case as determined separately for each
         Loan Group;

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

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

                  (xv) the number and aggregate Stated Principal Balance of
         Mortgage Loans repurchased pursuant to the Mortgage Loan Purchase
         Agreement for the related Payment Date and cumulatively since the
         Closing Date determined in the aggregate and separately for Loan Group
         I, Loan Group II, Loan Group III, Loan Group IV, Group V, Group VI,
         Loan Group VII and Loan Group VIII;

                  (xvi) to the extent reported to the Securities Administrator,
         the book value of any REO Property;

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

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

                  (xix) the amounts withdrawn from the related Group I, Group
         II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII and
         Group IX Pre-Funding Account and used to make payments to Noteholders
         on that Payment Date, the amount remaining on deposit following such
         Payment Date, and the amount withdrawn from the related Group I, Group
         II, Group III, Group IV, Group V, Group VI, Group VII, Group VIII and
         Group IX Pre-Funding Account used to buy certain Group I, Group II,
         Group


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         III, Group IV, Group V, Group VI and Group VII Subsequent Mortgage
         Loans and Group IX Subsequent HELOC Mortgage Loans prior to such
         Payment Date;

                  (xx) the Floating Allocation Percentage of Loan Group IX;

                  (xxi) the Investor Interest Collections of Loan Group IX for
         such Payment Date;

                  (xxii) the HELOC Servicing Fee and RMBS Servicing Fee for such
         Payment Date;

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

                  (xxiv) the Charged-Off Amount for the related Payment Date and
         the cumulative Charged-Off Amount since the Closing Date;

                  (xxv) the Investor Charge-Off Amount for such Payment Date;

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

                  (xxvii) the Group IX Excess Spread Percentage for such Payment
         Date;

                  (xxviii) the Group IX Excess Spread Percentage on a rolling
         three-month average basis;

                  (xxix) the number and aggregate Stated Principal Balances of
         HELOC Mortgage Loans (a) as to which the Monthly Payment are 100 days
         or more delinquent, (b) in foreclosure or (c) that have become REO
         Property;

                  (xxx) the aggregated Stated Principal Balance of the three
         largest HELOC Mortgage Loans as of such Payment Date;

                  (xxxi) the Overcollateralization Target Amount for the related
         Loan Group as of the preceding Payment Date;

                  (xxxii) the Overcollateralization Target Amount for the
         related Loan Group for such Payment Date;

                  (xxxiii) the Investor Principal Distribution Amount for such
         Payment Date;

                  (xxxiv) the Invested Amount of Loan Group IX for such Payment
         Date;

                  (xxxv) the Overcollateralization Reduction Amount for such
         Payment Date; and

                  (xxxvi) the Excess Overcollateralization Amount for such
         Payment Date.

         Items (iii) and (v) above shall be presented on the basis of a Note
having a $1,000 denomination. In addition, by January 31 of each calendar year
following any year during which the Notes are outstanding, the Securities
Administrator shall furnish a report to each Noteholder



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of record if so requested in writing at any time during each calendar year as to
the aggregate of amounts reported pursuant to (iii) and (v) with respect to the
Notes for such calendar year.

         The Securities Administrator may conclusively rely upon the Remittance
Report provided by the RMBS Master Servicer and the HELOC Servicer to the
Securities Administrator pursuant to the RMBS Master Servicing Agreement or
Section 4.01 of the HELOC Servicing Agreement, as applicable, in its preparation
of its Statement to Noteholders and on information provided to it by the
Derivative Counterparty and the Insurer.

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

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



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                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

         Section 8.02 TRUST ACCOUNTS.

         (a) On or prior to the Closing Date, the Issuer shall cause the
Indenture Trustee to establish and maintain, in the name of the Indenture
Trustee, for the benefit of the Noteholders, the Insurer and the Derivative
Contract Counterparty, the Payment Account as provided in Section 3.01 hereof.

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

         (c) On each Payment Date, the Indenture Trustee as Paying Agent, in
accordance with the statement for such Payment Date provided by the Securities
Administrator pursuant to Section 7.05, shall be entitled to withdraw from the
Payment Account the all amounts reimbursable by the Issuer or from the Payment
Account to the Indenture Trustee or the Securities Administrator pursuant to any
provision of any Basic Document, and shall distribute all remaining amounts on
deposit in the Payment Account to the Noteholders in respect of the Notes and to
such other persons in the order of priority set forth in Section 3.05, 3.06 and
3.07 hereof (except as otherwise provided in Section 5.04(b) hereof).

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

         Section 8.03 OFFICER'S CERTIFICATE. The Indenture Trustee shall receive
at least seven Business Days' notice when requested by the Issuer to take any
action pursuant to Section 8.05(a) hereof, accompanied by copies of any
instruments to be executed, and the Indenture Trustee shall also require, as a
condition to such action, an Officer's Certificate, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps



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required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with.

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

         Section 8.05 RELEASE OF TRUST ESTATE.

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

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

         (c) The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.05 only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating
that all applicable requirements have been satisfied, and a letter from the
Insurer stating that the Insurer has no objection to such request from the
Issuer, except as otherwise provided in clause (a).

         Section 8.06 SURRENDER OF NOTES UPON FINAL PAYMENT. By acceptance of
any Note, the Holder thereof agrees to surrender such Note to the Indenture
Trustee promptly, prior to such Noteholder's receipt of the final payment
thereon.

         Section 8.07 OPTIONAL REDEMPTION OF THE NOTES.

         (a) The Majority Certificateholder shall have the option to purchase
the assets of the Trust related to Loan Group I, Loan Group II, Loan Group III,
Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII and Loan Group VIII
and thereby redeem the Class I-A, Class II-A, Class III-A, Class IV-A, Class
V-A, Class VI-A, Class VII-A, Class VIII-A, Class M, Class



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B and Class VIII-M on or after the Payment Date on which the Stated Principal
Balance of the related Mortgage Loans, and properties acquired in respect
thereof has been reduced to less than 10% of the sum of the Group I, Group II,
Group III, Group IV, Group V, Group VI, Group VII and Group VIII Cut-off Date
Balance. The Majority Certificateholder shall have the option to purchase the
assets of the Trust related to Loan Group I, Loan Group II, Loan Group III, Loan
Group IV, Loan Group V, Loan Group VI and Loan Group VII and thereby redeem the
Notes on or after the Payment Date on which the Stated Principal Balance of the
Mortgage Loans, and properties acquired in respect thereof has been reduced to
less than 10% of the sum of the Group I, Group II, Group III, Group IV, Group V,
Group VI and Group VII Cut-off Date Balance; provided, however, that no such
optional termination may be exercised unless a "will be debt" opinion has been
rendered by nationally recognized tax counsel with respect to the Class VIII-A
Notes and Class VIII-M-1 Notes. The Majority Certificateholder shall have the
option to purchase the assets of the Trust related to Loan Group VIII and
thereby redeem the Class VIII-A and Class VIII-M Notes on or after the Payment
Date on which the Stated Principal Balance of the related Mortgage Loans, and
properties acquired in respect thereof has been reduced to less than 10% of the
Group VIII Cut-off Date Balance.

         (b) The Majority Certificateholder shall have the option to purchase
the HELOC Mortgage Loans and thereby redeem the Class IX-A Notes on any Payment
Date on or after the Payment Date on which the Note Principal Balance of the
Class IX-A Notes declines to 10% or less of the Note Principal Balance of the
Class IX-A Notes on the Closing Date. If the Majority Certificateholder fails to
exercise this right, the Insurer may purchase the HELOC Mortgage Loans 60 days
after the Payment Date on which the Note Principal Balance of the Class IX-A
Notes declines to 10% or less of the Note Principal Balance of the Class IX-A
Notes on the Closing Date.

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

         (d) In order to exercise the foregoing option, the Majority
Certificateholder shall provide written notice of its exercise of such option to
the Indenture Trustee, the Securities Administrator, the Issuer, the Owner and
the Redemption Price Trustee, the RMBS Master Servicer and the applicable
Servicer at least 15 days prior to its exercise. Following receipt of the
notice, the Indenture Trustee shall provide written notice to the Noteholders of
the final payment on the Notes. In addition, the Majority Certificateholder
shall, not less than one Business Day prior to the proposed Payment Date on
which such redemption is to be made, deposit the Redemption Price specified in
(c) above with the Indenture Trustee, who shall deposit the Redemption Price
into the Payment Account and shall, on the Payment Date after receipt of the
funds, apply such funds to make final


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payments of principal and interest on the Notes in accordance with Sections
3.05, 3.06 or 3.07, as applicable, hereof and payment to the Indenture Trustee
and the RMBS Master Servicer as set forth in (c) above, and this Indenture shall
be discharged subject to the provisions of Section 4.10 hereof. If for any
reason the amount deposited by the Majority Certificateholder is not sufficient
to make such redemption or as the Indenture Trustee is notified such redemption
cannot be completed for any reason, (a) the amount so deposited by the Majority
Certificateholder with the Indenture Trustee shall be immediately returned to
the Majority Certificateholder in full and shall not be used for any other
purpose or be deemed to be part of the Trust Estate and (b) the Note Principal
Balance of the Notes shall continue to bear interest at the related Note
Interest Rate.





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                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

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

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

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

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

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

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture that may be
         inconsistent with any other provision herein or in any supplemental
         indenture;

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

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

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



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

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

         (b) The Issuer, the Securities Administrator and the Indenture Trustee,
when authorized by an Issuer Request, may, also without the consent of any of
the Holders of the Notes but with the prior written consent of the Insurer and
prior notice to the Rating Agencies and the Insurer, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of
Counsel, (i) is permitted by this Indenture, (ii) shall not adversely affect in
any material respect the interests of any Noteholder and (iii) if 100% of the
Certificates are not owned by American Home Mortgage Acceptance Inc., cause the
Issuer to be subject to an entity level tax for federal income tax purposes.

         Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The
Issuer, the Securities Administrator and the Indenture Trustee, when authorized
by an Issuer Request, also may, with prior notice to the Rating Agencies and,
with the prior written consent of the Insurer and with the consent of the
Holders of not less than a majority of the Note Principal Balance of each Class
of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such
Holders, or the Insurer pursuant to Section 4.12 hereof, delivered to the
Issuer, the Securities Administrator and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of the Holder of each Note affected
thereby:

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

                  (ii) reduce the percentage of the Note Principal Balances of
         the Notes, or any Class of Notes, the consent of the Holders of which
         is required for any such supplemental



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<PAGE>



         indenture, or the consent of the Holders of which is required for any
         waiver of compliance with certain provisions of this Indenture or
         certain defaults hereunder and their consequences provided for in this
         Indenture;

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

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

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

                  (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Note on any Payment Date (including
         the calculation of any of the individual components of such
         calculation); or

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

and PROVIDED, FURTHER, that such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer (if 100% of the Certificates are not owned by American
Home Mortgage Acceptance Inc.) to be subject to an entity level tax for federal
income tax purposes.

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

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

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


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

         Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the 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 and the Notes for any and all purposes.

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

         Section 9.06 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee 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
Indenture Trustee in exchange for Outstanding Notes.



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                                   ARTICLE X

                                  MISCELLANEOUS

         Section 10.01 COMPLIANCE CERTIFICATES AND OPINIONS, ETC. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture and the Insurer, 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 and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.

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

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

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

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

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

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

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

         (b) Whenever the Issuer is required to furnish to the Indenture Trustee
an Officer's Certificate certifying or stating the opinion of any signer thereof
as to the matters described in clause (i) above, the Issuer shall also deliver
to the Indenture Trustee an Independent Certificate from a nationally recognized
accounting firm as to the same matters, if the fair value of the securities to
be so deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then current fiscal year of
the Issuer, as set forth in the



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certificates delivered pursuant to clause (i) above and this clause (ii), is 10%
or more of the Note Principal Balances of the Notes, but such a certificate need
not be furnished with respect to any securities so deposited, if the fair value
thereof as set forth in the related Officer's Certificate is less than $25,000
or less than one percent of the then outstanding Note Principal Balances of the
Notes.

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

         (d) Whenever the Issuer is required to furnish to the Indenture Trustee
an Officer's Certificate certifying or stating the opinion of any signer thereof
as to the matters described in clause (iii) above, the Issuer shall also furnish
to the Indenture Trustee an Independent Certificate as to the same matters if
the fair value of the property or securities and of all other property or
securities released from the lien of this Indenture since the commencement of
the then-current calendar year, as set forth in the certificates required by
clause (iii) above and this clause (iv), equals 10% or more of the Note
Principal Balances of the Notes, but such certificate need not be furnished in
the case of any release of property or securities if the fair value thereof as
set forth in the related Officer's Certificate is less than $25,000 or less than
one percent of the then outstanding Note Principal Balances of the Notes.

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

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

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


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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 10.03 ACTS OF NOTEHOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the 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 hereof)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 10.03 hereof.

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

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

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

         Section 10.04 NOTICES ETC., TO INDENTURE TRUSTEE, ISSUER, SECURITIES
ADMINISTRATOR, INSURER AND RATING AGENCIES. Any request, demand, authorization,
direction, notice, consent, waiver or act of Noteholders or other documents
provided or permitted by this Indenture shall be in writing and if such request,
demand, authorization, direction, notice, consent, waiver or act of Noteholders
is to be made upon, given or furnished to or filed with:

         (a) the Indenture Trustee by any Noteholder or by the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Indenture Trustee at the Corporate Trust Office. All
notices to the Indenture Trustee shall be deemed effective only upon actual
receipt. The Indenture Trustee shall promptly transmit any material notice
received by it from the Noteholders to the Issuer and the Insurer; or


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<PAGE>



         (b) the Issuer by the Indenture Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing and mailed first-class, postage prepaid to the Issuer addressed to:
American Home Mortgage Investment Trust 2005-1, in care of Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19990-0001, Attention: Corporate Trust Administration, 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 and the Insurer; or

         (c) the Securities Administrator by the Indenture Trustee, any
Noteholder or by the Issuer shall be sufficient if made, given, furnished or
filed in writing and mailed first-class, postage prepaid to the Securities
Administrator addressed to: P.O. Box 98, Columbia, MD 21046 or for overnight
deliveries, 9062 Old Annapolis Road, Columbia, MD, 21045, Attention: AHM 2005-1,
or at any other address previously furnished in writing to the Indenture Trustee
by the Securities Administrator. The Securities Administrator shall promptly
transmit any notice received by it from the Noteholders to the Indenture
Trustee, the Issuer and the Insurer; or

         (d) the Insurer by the Issuer, the Indenture Trustee or by any
Noteholders shall be sufficient for every purpose hereunder if in writing and
mailed first-class, postage prepaid, or personally delivered or telecopied to:
Financial Guaranty Insurance Company, 125 Park Avenue, New York, New York 10017,
Attention: Research and Risk Management. The Insurer shall promptly transmit any
notice received by it from the Issuer, the Indenture Trustee or the Noteholders
to the Issuer or Indenture Trustee as the case may be; or

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

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

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed



                                      122
<PAGE>



with the Indenture Trustee but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such a waiver.

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

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

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

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

         Section 10.07 EFFECT OF HEADINGS. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

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

         Section 10.10 BENEFITS OF INDENTURE. The Insurer and its successors and
assigns shall be a third-party beneficiary to the provisions of this Indenture.
To the extent that this Indenture confers upon or gives or grants to the Insurer
any right, remedy or claim under or by reason of this Indenture, the Insurer may
enforce any such right, remedy or claim conferred, given or granted hereunder.
Nothing in this Indenture or in the, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, and the
Noteholders and the Insurer, any benefit or any legal or equitable right, remedy
or claim under this Indenture.



                                      123
<PAGE>



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

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

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

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

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

         Section 10.15 ISSUER OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its


                                      124
<PAGE>



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

         Section 10.16 NO PETITION. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time prior to one year from the date of termination
hereof, institute against the Depositor or the 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 Basic Documents, provided, however, that nothing herein shall prohibit
the Indenture Trustee from filing proofs of claim.

         Section 10.17 INSPECTION. The Issuer agrees that, at its expense, on
reasonable prior notice, it shall permit any representative of the Indenture
Trustee and the Insurer, 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 and the Insurer shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law, regulation, administrative or regulatory
authority (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee or the Insurer
may reasonably determine that such disclosure is consistent with its obligations
hereunder, provided, however, that the Indenture Trustee may disclose such
information, on a confidential basis, to its agents, attorneys and auditors in
connection with the performance of its responsibilities under this Indenture.




                                      125
<PAGE>



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

                                        AMERICAN HOME MORTGAGE INVESTMENT TRUST
                                        2005-1, as Issuer Wilmington Trust
                                        Company, not in its individual capacity
                                        but solely as Owner Trustee

                                        By: /s/ Heather L. Williamson
                                           -------------------------------------
                                        Name:   Heather Williamson
                                        Title:  Financial Services Officer


                                        WELLS FARGO BANK, N.A., as Securities
                                        Administrator


                                        By: /s/ Peter A. Gobell
                                           -------------------------------------
                                        Name:   Peter A. Gobell
                                        Title:  Vice President


                                        DEUTSCHE BANK, NATIONAL TRUST COMPANY,
                                        not in its individual capacity but
                                        solely as Indenture Trustee


                                        By: /s/ Nicholas Gosher
                                           -------------------------------------
                                        Name:   Nicholas Gosher
                                        Title:  Associate



                                      126
<PAGE>



STATE OF   _____________     )
                             ) ss.:
COUNTY OF  ___________       )

         On this _____ day of March, 2005, before me personally appeared
_____________________ to me known, who being by me duly sworn, did depose and
say, that he is the ___________________ of the Indenture Trustee, one of the
corporations described in and which executed the above instrument; and that he
signed his name thereto by like order.

                                  Notary Public



                                  NOTARY PUBLIC




[NOTARIAL SEAL]










                                      127
<PAGE>



STATE OF   _____________     )
                             ) ss.:
COUNTY OF  ___________       )

         On this _____ day of March, 2005, before me personally appeared
_____________________ to me known, who being by me duly sworn, did depose and
say, that he is the ___________________ of the Securities Administrator, one of
the corporations described in and which executed the above instrument; and that
he signed his name thereto by like order.

                                  Notary Public



                                  NOTARY PUBLIC




[NOTARIAL SEAL]










                                      128
<PAGE>


STATE OF DELAWARE          )
                           ) ss.:
COUNTY OF NEW CASTLE       )

         On this ____ day of March, 2005, before me personally appeared
____________________ to me known, who being by me duly sworn, did depose and
say, that she is a(n) ________________ of the Owner Trustee, one of the entities
described in and which executed the above instrument; and that she signed her
name thereto by like order.

                                  Notary Public



                                  NOTARY PUBLIC



[NOTARIAL SEAL]










                                      129


<PAGE>


                                   EXHIBIT A-1

                              CLASS [__-A-__] NOTES

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

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

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

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


                                     A-1-1
<PAGE>


                 AMERICAN HOME MORTGAGE INVESTMENT TRUST 2005-1
                      MORTGAGE-BACKED NOTES, SERIES 2005-1
                                 CLASS [__-A-__]


AGGREGATE NOTE PRINCIPAL                          NOTE INTEREST
BALANCE: $[________________]                      RATE: [Adjustable Rate][__%]
INITIAL NOTE PRINCIPAL                            NOTE NO.  1
BALANCE OF THIS NOTE: $[_____________]
PERCENTAGE INTEREST: 100%                         CUSIP NO: [_______________]

                  American Home Mortgage Investment Trust 2005-1 (the "Issuer"),
a Delaware statutory trust, for value received, hereby promises to pay to
[____________]. or registered assigns, the principal sum of
$[____________________] in monthly installments on the twenty-fifth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each a "Payment Date"), commencing in April 2005 and ending on or before the
Payment Date occurring in _____________ (the "Final Scheduled Payment Date") and
to pay interest on the Note Principal Balance of this Note (this "Note")
outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Mortgage-Backed Notes, Series 2005-1 (the "Notes"), issued under an Indenture
dated as of March 23, 2005 (the "Indenture"), between the Issuer, Deutsche Bank
National Trust Company, as indenture trustee (the "Indenture Trustee") and Wells
Fargo Bank, N.A., as securities administrator (the "Securities Administrator")
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Issuer, the
Indenture Trustee, the Securities Administrator and the Holders of the Notes and
the terms upon which the Notes are to be authenticated and delivered. All terms
used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Principal Balance" of a Note as of any date of determination is equal to
the initial Note Principal Balance thereof, reduced by the aggregate of all
amounts previously paid with respect to such Note on account of principal.

         [Financial Guaranty Insurance Company (the "Insurer"), in consideration
of the payment of the premium and subject to the terms of the note guaranty
insurance policy (the "Insurance Policy") issued thereby, has unconditionally
and irrevocably guaranteed the payment of an amount equal to the Insured Payment
with respect to the Class IX-A Notes with respect to each Payment Date.]

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with


                                     A-1-2
<PAGE>

respect to this Note shall be equal to this Note's pro rata share of the
aggregate payments on all Class [__-A-__] Notes as described above, and shall be
applied as between interest and principal as provided in the Indenture.

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

           [The Majority Certificateholder shall have the option to purchase the
assets of the Trust related to Loan Group I, Loan Group II, Loan Group III, Loan
Group IV, Loan Group V, Loan Group VI, Loan Group VII and Loan Group VIII and
thereby redeem the Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A,
Class VI-A, Class VII-A, Class VIII-A, Class M, Class B and Class VIII-M on or
after the Payment Date on which the Stated Principal Balance of the related
Mortgage Loans, and properties acquired in respect thereof has been reduced to
less than 10% of the sum of the Group I, Group II, Group III, Group IV, Group V,
Group VI, Group VII and Group VIII Cut-off Date Balance.] [The Majority
Certificateholder shall have the option to purchase the assets of the Trust
related to Loan Group I, Loan Group II, Loan Group III, Loan Group IV, Loan
Group V, Loan Group VI and Loan Group VII and thereby redeem the Notes on or
after the Payment Date on which the Stated Principal Balance of the Mortgage
Loans, and properties acquired in respect thereof has been reduced to less than
10% of the sum of the Group I, Group II, Group III, Group IV, Group V, Group VI
and Group VII Cut-off Date Balance; provided, however, that no such optional
termination may be exercised unless a "will be debt" opinion has been rendered
by nationally recognized tax counsel with respect to the Class VIII-A Notes and
Class VIII-M-1 Notes.] [The Majority Certificateholder shall have the option to
purchase the assets of the Trust related to Loan Group VIII and thereby redeem
the Class VIII-A and Class VIII-M Notes on or after the Payment Date on which
the Stated Principal Balance of the related Mortgage Loans, and properties
acquired in respect thereof has been reduced to less than 10% of the Group VIII
Cut-off Date Balance.] [The Majority Certificateholder shall have the option to
purchase the HELOC Mortgage Loans and thereby redeem the Class IX-A Notes on any
Payment Date on or after the Payment Date on which the Note Principal Balance of
the Class IX-A Notes declines to 10% or less of the Note Principal Balance of
the Class IX-A Notes on the Closing Date. If the Majority Certificateholder
fails to exercise this right, the Insurer may purchase the HELOC Mortgage Loans
60 days after the Payment Date on which the Note Principal Balance of the Class
IX-A Notes declines to 10% or less of the Note Principal Balance of the Class
IX-A Notes on the Closing Date.]

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



                                     A-1-3
<PAGE>

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

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

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

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

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of a Note will not give
rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code and (B) the Notes are rated investment grade or better and such
person believes that the Notes are properly treated as indebtedness without
substantial equity features for purposes of the DOL Regulations, and agrees to
so treat the Notes. Alternatively, regardless of the rating of the Notes, such
person may provide the Indenture Trustee and the Owner Trustee with an opinion
of counsel, which opinion of counsel will not be at the expense of the Issuer,
the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the
Securities Administrator, the RMBS Master Servicer or any servicer, which opines
that the acquisition, holding and transfer of such Note or interest therein is
permissible under


                                     A-1-4
<PAGE>

applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Securities Administrator, the RMBS Master Servicer or any
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

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

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



                                     A-1-5
<PAGE>

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Owner Trustee in its individual
capacity, nor any of its respective partners, beneficiaries, agents, officers,
directors, employees, or successors or assigns, shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note, it being expressly
understood that said covenants, obligations and indemnifications have been made
solely by the Trust to the extent of the assets of the Trust. The holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, the Holder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Trust Estate for any and all liabilities, obligations and
undertakings contained in this Note.

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





                                     A-1-6
<PAGE>



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

Dated: March 23, 2005


                                            AMERICAN HOME MORTGAGE
                                            INVESTMENT TRUST 2005-1

                                            BY:  WILMINGTON TRUST COMPANY,
                                                 not in its individual capacity
                                                 but solely in its capacity as
                                                 Owner Trustee


                                            By:  ______________________________
                                                 Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee



By:      ________________________
         Authorized Signatory



                                     A-1-7
<PAGE>

                                  ABBREVIATIONS
                                  -------------

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

               TEN COM   --  as tenants in common
               TEN ENT   --  as tenants by the entireties
               JT TEN    --  as joint tenants with right of survivorship and not
                             as tenants in common
      UNIF GIFT MIN ACT  --  __________ Custodian ______________________________
                               (Cust)                        (Minor)

                             under Uniform Gifts to Minor Act __________________
                                                                    (State)

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




                                     A-1-8
<PAGE>

                                   ASSIGNMENT
                                   ----------

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

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:



  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


________________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:
         ---------------------------        ------------------------------------

Signature Guaranteed by
                           -----------------------------------------------------

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



                                     A-1-9
<PAGE>


                                   EXHIBIT A-2
                              CLASS [__-M-__] NOTES

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

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

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

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

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

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

NO TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE REGISTRAR HAS RECEIVED
PROOF OF THE TRANSFEREE'S STATUS AS A REIT OR AS A QUALIFIED REIT SUBSIDIARY,
WITHIN THE MEANING OF SECTION 856(A) OR SECTION 856(I) OF THE CODE,
RESPECTIVELY.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM



                                      A-2-1
<PAGE>

REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED
TO HEREIN.

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



                                     A-2-2
<PAGE>


                 AMERICAN HOME MORTGAGE INVESTMENT TRUST 2005-1
                      MORTGAGE-BACKED NOTES, SERIES 2005-1
                                 CLASS [__-M-__]

AGGREGATE NOTE PRINCIPAL                           NOTE INTEREST
BALANCE: $[______________]                         RATE: Adjustable Rate
INITIAL NOTE PRINCIPAL                             NOTE NO.  1
BALANCE OF THIS NOTE: $[_____________]
PERCENTAGE INTEREST: 100%                          CUSIP NO:

         American Home Mortgage Investment Trust 2005-1 (the "Issuer"), a
Delaware statutory trust, for value received, hereby promises to pay to
[____________] or registered assigns, the principal sum of $[______________] in
monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring in
_________________ (the "Final Scheduled Payment Date") and to pay interest on
the Note Principal Balance of this Note (this "Note") outstanding from time to
time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Mortgage-Backed Notes, Series 2005-1 (the "Notes"), issued under an Indenture
dated as of March 23, 2005 (the "Indenture"), between the Issuer, Deutsche Bank
National Trust Company, as indenture trustee (the "Indenture Trustee") and Wells
Fargo Bank, N.A., as securities administrator (the "Securities Administrator"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Issuer, the
Indenture Trustee, the Securities Administrator and the Holders of the Notes and
the terms upon which the Notes are to be authenticated and delivered. All terms
used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

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

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

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


                                     A-2-3
<PAGE>

           [The Majority Certificateholder shall have the option to purchase the
assets of the Trust related to Loan Group I, Loan Group II, Loan Group III, Loan
Group IV, Loan Group V, Loan Group VI, Loan Group VII and Loan Group VIII and
thereby redeem the Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A,
Class VI-A, Class VII-A, Class VIII-A, Class M, Class B and Class VIII-M on or
after the Payment Date on which the Stated Principal Balance of the related
Mortgage Loans, and properties acquired in respect thereof has been reduced to
less than 10% of the sum of the Group I, Group II, Group III, Group IV, Group V,
Group VI, Group VII and Group VIII Cut-off Date Balance.] [The Majority
Certificateholder shall have the option to purchase the assets of the Trust
related to Loan Group I, Loan Group II, Loan Group III, Loan Group IV, Loan
Group V, Loan Group VI and Loan Group VII and thereby redeem the Notes on or
after the Payment Date on which the Stated Principal Balance of the Mortgage
Loans, and properties acquired in respect thereof has been reduced to less than
10% of the sum of the Group I, Group II, Group III, Group IV, Group V, Group VI
and Group VII Cut-off Date Balance; provided, however, that no such optional
termination may be exercised unless a "will be debt" opinion has been rendered
by nationally recognized tax counsel with respect to the Class VIII-A Notes and
Class VIII-M-1 Notes.] [The Majority Certificateholder shall have the option to
purchase the assets of the Trust related to Loan Group VIII and thereby redeem
the Class VIII-A and Class VIII-M Notes on or after the Payment Date on which
the Stated Principal Balance of the related Mortgage Loans, and properties
acquired in respect thereof has been reduced to less than 10% of the Group VIII
Cut-off Date Balance.]

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

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


                                     A-2-4
<PAGE>

designated by the Indenture Trustee and maintained by it for such purpose
pursuant to Section 3.02 of the Indenture.

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

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

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

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

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



                                     A-2-5
<PAGE>

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

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

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

         [No transfer, sale, pledge or other disposition of a Non-Offered Note
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act and any applicable
state securities laws or is made in accordance with said Act and laws. In the
event of any such transfer, the Note Registrar or the Depositor shall prior to
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in substantially the form attached to the Indenture as Exhibit K (or in
such form and substance reasonably satisfactory to the Note Registrar and the
Depositor) which investment letter shall not be an expense of the Trust, the
Owner Trustee, the Indenture Trustee, the Securities Administrator, the Note
Registrar, the RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS
Servicer, the HELOC Back-Up Servicer, the Seller or the Depositor and which
investment letter states that, among other things, such transferee (1) is a
"qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (2) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Note Registrar and
the Depositor that such transfer may be made


                                     A-2-6
<PAGE>

pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust, the Owner
Trustee, the Indenture Trustee, the Securities Administrator, the Note
Registrar, the RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS
Servicer, the HELOC Back-Up Servicer, the Seller or the Depositor and (b) either
(1) the transferee executes a representation letter, substantially in the form
of Exhibit M to the Indenture, and the transferor executes a representation
letter, substantially in the form of Exhibit F to the Indenture, each acceptable
to and in form and substance satisfactory to the Note Registrar certifying the
facts surrounding such transfer, which representation letters shall not be an
expense of the Trust, the Owner Trustee, the Indenture Trustee, the Securities
Administrator, the Note Registrar, the RMBS Master Servicer, the HELOC Back-Up
Servicer, the RMBS Servicer, the HELOC Back-Up Servicer, the Seller or the
Depositor or (2) an Opinion of Counsel has been rendered by nationally
recognized tax counsel stating that such Notes will be treated as debt for
fderal income tax purposes (B) the Certificate of Non-Foreign Status (in
substantially the form attached to the Indenture as Exhibit L) acceptable to and
in form and substance reasonably satisfactory to the Note Registrar, which
certificate shall not be an expense of the Trust, the Owner Trustee, the
Indenture Trustee, the Securities Administrator, the Note Registrar, the RMBS
Master Servicer, the HELOC Back-Up Servicer, the RMBS Servicer, the HELOC
Back-Up Servicer, the Seller or the Depositor. The Holder of a Non-Offered Note
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trust, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note
Registrar, the RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS
Servicer, the HELOC Servicer and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

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


                                     A-2-7
<PAGE>

Assets of any Plan) and the Owner Trustee shall be entitled to conclusively rely
upon a representation (which, upon the request of the Owner Trustee, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.

         No person shall become a Non-Offered Noteholder, so long as any Notes
are Outstanding, until it shall establish its status as a real estate investment
trust ("REIT") or as a "qualified REIT subsidiary" ("QRS") within the meaning of
Section 856(a) or Section 856(i) of the Code, respectively, by submitting to the
Note Registrar and the Transferee Certificate set forth in Exhibit H to the
Indenture.

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Owner Trustee in its individual
capacity, nor any of its respective partners, beneficiaries, agents, officers,
directors, employees, or successors or assigns, shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note, it being expressly
understood that said covenants, obligations and indemnifications have been made
solely by the Trust to the extent of the assets of the Trust. The holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, the Holder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Trust Estate for any and all liabilities, obligations and
undertakings contained in this Note.

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



                                     A-2-8
<PAGE>

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

Dated: March 23, 2005

                                           AMERICAN HOME MORTGAGE
                                           INVESTMENT TRUST 2005-1

                                           BY:  WILMINGTON TRUST COMPANY, not in
                                                its individual capacity but
                                                solely in its capacity as Owner
                                                Trustee



                                           By:  ________________________________
                                                Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee




By:      __________________________
         Authorized Signatory


                                     A-2-9
<PAGE>

                                  ABBREVIATIONS
                                  -------------

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

               TEN COM   --  as tenants in common
               TEN ENT   --  as tenants by the entireties
               JT TEN    --  as joint tenants with right of survivorship and not
                             as tenants in common
      UNIF GIFT MIN ACT  --  __________ Custodian ______________________________
                               (Cust)                        (Minor)

                             under Uniform Gifts to Minor Act __________________
                                                                    (State)

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



                                     A-2-10
<PAGE>


                                   ASSIGNMENT
                                   ----------

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

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:



  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


________________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:
         ---------------------------        ------------------------------------

Signature Guaranteed by
                           -----------------------------------------------------

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




                                     A-2-11
<PAGE>


                                   EXHIBIT A-3
                                CLASS B-__] NOTES

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

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

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

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

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

NO TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE REGISTRAR HAS RECEIVED
PROOF OF THE TRANSFEREE'S STATUS AS A REIT OR AS A QUALIFIED REIT SUBSIDIARY,
WITHIN THE MEANING OF SECTION 856(A) OR SECTION 856(I) OF THE CODE,
RESPECTIVELY.

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

NO TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE NOTE REGISTRAR SHALL HAVE
RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS NOTE TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN, OR (II) IF THIS NOTE IS


                                     A-3-1
<PAGE>

PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO ERISA, OR SECTION
4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A
TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT
THE PURCHASE OF NOTES, OPERATION OF TRUST AND MANAGEMENT OF TRUST ASSETS ARE
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE DEPOSITOR, THE SELLER, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE
NOTE REGISTRAR, THE SECURITIES ADMINISTRATOR, THE RMBS MASTER SERVICER, THE
HELOC Back-Up SERVICER, THE RMBS SERVICER OR THE HELOC SERVICER TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE TRUST
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR,
THE SELLER, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE NOTE REGISTRAR, THE
RMBS MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE HELOC Back-Up SERVICER,
THE RMBS SERVICER OR THE HELOC SERVICER.



                                     A-3-2
<PAGE>

                 AMERICAN HOME MORTGAGE INVESTMENT TRUST 2005-1
                      MORTGAGE-BACKED NOTES, SERIES 2005-1
                                 CLASS [VI-B-__]

AGGREGATE NOTE PRINCIPAL                             NOTE INTEREST
BALANCE: $[______________]                           RATE: Adjustable Rate
INITIAL NOTE PRINCIPAL                               NOTE NO.  1
BALANCE OF THIS NOTE: $[_____________]
PERCENTAGE INTEREST: 100%                            CUSIP NO:

         American Home Mortgage Investment Trust 2005-1 (the "Issuer"), a
Delaware statutory trust, for value received, hereby promises to pay to
[____________] or registered assigns, the principal sum of $[______________] in
monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring in
______________ (the "Final Scheduled Payment Date") and to pay interest on the
Note Principal Balance of this Note (this "Note") outstanding from time to time
as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Mortgage-Backed Notes, Series 2005-1 (the "Notes"), issued under an Indenture
dated as of March 23, 2005 (the "Indenture"), between the Issuer, Deutsche Bank
National Trust Company, as indenture trustee (the "Indenture Trustee") and Wells
Fargo Bank, N.A., as securities administrator (the "Securities Administrator"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Issuer, the
Indenture Trustee and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

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

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

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



                                     A-3-3
<PAGE>

           The Majority Certificateholder shall have the option to purchase the
assets of the Trust related to Loan Group I, Loan Group II, Loan Group III, Loan
Group IV, Loan Group V, Loan Group VI, Loan Group VII and Loan Group VIII and
thereby redeem the Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A,
Class VI-A, Class VII-A, Class VIII-A, Class M, Class B and Class VIII-M on or
after the Payment Date on which the Stated Principal Balance of the related
Mortgage Loans, and properties acquired in respect thereof has been reduced to
less than 10% of the sum of the Group I, Group II, Group III, Group IV, Group V,
Group VI, Group VII and Group VIII Cut-off Date Balance. The Majority
Certificateholder shall have the option to purchase the assets of the Trust
related to Loan Group I, Loan Group II, Loan Group III, Loan Group IV, Loan
Group V, Loan Group VI and Loan Group VII and thereby redeem the related Notes
on or after the Payment Date on which the Stated Principal Balance of the
Mortgage Loans, and properties acquired in respect thereof has been reduced to
less than 10% of the sum of the Group I, Group II, Group III, Group IV, Group V,
Group VI and Group VII Cut-off Date Balance; provided, however, that no such
optional termination may be exercised unless a "will be debt" opinion has been
rendered by nationally recognized tax counsel with respect to the Class VIII-A
Notes and Class VIII-M-1 Notes.

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

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



                                     A-3-4
<PAGE>

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

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

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

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of each Class of Notes affected
thereby. The Indenture also contains provisions permitting the Holders of Notes
representing not less than a majority of the aggregate Note Principal Balance of
the Notes, to waive any past Event of Default and its consequences except an
Event of Default (a) with respect to payment of principal of or interest on any
of the Notes, or (b) in respect of a covenant or provision of the Indenture
which cannot be modified or amended without the consent of the Holder of each
Note. Any such waiver by the Holder, at the time of the giving thereof, of this
Note (or any one or more predecessor Notes) shall bind the Holder of every Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the


                                     A-3-5
<PAGE>

Issuer and the Indenture Trustee, following prior notice to the Rating Agencies,
to amend or waive certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes issued thereunder.

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

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


                                     A-3-6
<PAGE>

any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

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

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

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


                                     A-3-7
<PAGE>

certifying to such effect. Notwithstanding the foregoing, the provisions of this
paragraph shall not apply to the initial transfer of the Non-Offered Notes to
the Depositor.

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Owner Trustee in its individual
capacity, nor any of its respective partners, beneficiaries, agents, officers,
directors, employees, or successors or assigns, shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note, it being expressly
understood that said covenants, obligations and indemnifications have been made
solely by the Trust to the extent of the assets of the Trust. The holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, the Holder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Trust Estate for any and all liabilities, obligations and
undertakings contained in this Note.

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



                                     A-3-8
<PAGE>

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

Dated: March 23, 2005


                                            AMERICAN HOME MORTGAGE
                                            INVESTMENT TRUST 2005-1

                                            BY:  WILMINGTON TRUST COMPANY,
                                                 not in its individual capacity
                                                 but solely in its capacity as
                                                 Owner Trustee


                                            By:  ______________________________
                                                 Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY , as Indenture Trustee




By:      __________________________
         Authorized Signatory


                                     A-3-9
<PAGE>


                                  ABBREVIATIONS
                                  -------------

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

               TEN COM   --  as tenants in common
               TEN ENT   --  as tenants by the entireties
               JT TEN    --  as joint tenants with right of survivorship and not
                             as tenants in common
      UNIF GIFT MIN ACT  --  __________ Custodian ______________________________
                               (Cust)                        (Minor)

                             under Uniform Gifts to Minor Act __________________
                                                                    (State)

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




                                     A-3-10
<PAGE>


                                   ASSIGNMENT
                                   ----------

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

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:



  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


________________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:
         ---------------------------        ------------------------------------

Signature Guaranteed by
                           -----------------------------------------------------

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




                                     A-3-11
<PAGE>


                                   EXHIBIT A-4

                                  CLASS N NOTES

THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M, CLASS B
AND CLASS VIII-M NOTES AS DESCRIBED IN THE INDENTURE.

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

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

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

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

                                     A-4-1
<PAGE>

                 AMERICAN HOME MORTGAGE INVESTMENT TRUST 2005-1
                      MORTGAGE-BACKED NOTES, SERIES 2005-1
                                     CLASS N

AGGREGATE NOTE PRINCIPAL                        NOTE INTEREST
BALANCE: $[_______________]                     RATE: [_____]%
INITIAL NOTE PRINCIPAL                          NOTE NO.  1
BALANCE OF THIS NOTE: $[_____________]
PERCENTAGE INTEREST: 100%                       CUSIP NO: [_____________]

         American Home Mortgage Investment Trust 2005-1 (the "Issuer"), a
Delaware statutory trust, for value received, hereby promises to pay to
[________] or registered assigns, the principal sum of $[_______________] in
monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring in
_____________ (the "Final Scheduled Payment Date") and to pay interest on the
Note Principal Balance of this Note (this "Note") outstanding from time to time
as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Mortgage-Backed Notes, Series 2005-1 (the "Notes"), issued under an Indenture
dated as of March 23, 2005 (the "Indenture"), between the Issuer, Deutsche Bank
National Trust Company, as indenture trustee (the "Indenture Trustee") and Wells
Fargo Bank, N.A., as securities administrator (the "Securities Administrator"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Issuer, the
Indenture Trustee and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         To the extent of remaining related Net Monthly Excess Cashflow,
payments of principal and interest on this Note will be made on each Payment
Date to the Noteholder of record as of the related Record Date. The "Note
Principal Balance" of a Note as of any date of determination is equal to the
initial Note Principal Balance thereof, reduced by the aggregate of all amounts
previously paid with respect to such Note on account of principal.

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

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



                                     A-4-2
<PAGE>

         The Notes are subject to redemption in whole, but not in part, by the
Holder of the Certificates, or, if there is no single Holder, the Majority
Certificateholder, on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.

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

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

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

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of the unpaid Note Principal Balance of this Note,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the Notes, under certain circumstances specified therein, all amounts collected
as proceeds of the Trust Estate securing


                                     A-4-3
<PAGE>

the Notes or otherwise shall continue to be applied to payments of principal of
and interest on the Notes as if they had not been declared due and payable.

         The failure to pay any Unpaid Interest Shortfall at any time when funds
are not available to make such payment as provided in the Indenture, and the
failure to pay Accrued Note Interest on the Class N Notes, shall not constitute
an Event of Default under the Indenture.

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

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of each Class of Notes affected
thereby. The Indenture also contains provisions permitting the Holders of Notes
representing not less than a majority of the aggregate Note Principal Balance of
the Notes, to waive any past Event of Default and its consequences except an
Event of Default (a) with respect to payment of principal of or interest on any
of the Notes, or (b) in respect of a


                                     A-4-4
<PAGE>

covenant or provision of the Indenture which cannot be modified or amended
without the consent of the Holder of each Note. Any such waiver by the Holder,
at the time of the giving thereof, of this Note (or any one or more predecessor
Notes) shall bind the Holder of every Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon such Note. The Indenture also permits the
Issuer and the Indenture Trustee, following prior notice to the Rating Agencies,
to amend or waive certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes issued thereunder.

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

         [No transfer, sale, pledge or other disposition of a Certificate shall
be made unless such transfer, sale, pledge or other disposition is exempt from
the registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer, the Certificate Registrar or the Depositor shall prior to
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in substantially the form attached to the Agreement as Exhibit C (or in
such form and substance reasonably satisfactory to the Certificate Registrar and
the Depositor) which investment letter shall not be an expense of the Trust, the
Owner Trustee, the Indenture Trustee, the Securities Administrator, the
Certificate Registrar, the RMBS Master Servicer, the HELOC Back-Up Servicer, the
RMBS Servicer, the HELOC Back-Up Servicer, the Seller or the Depositor and which
investment letter states that, among other things, such transferee (1) is a
"qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (2) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trust, the Owner Trustee, the Indenture
Trustee, the Securities Administrator, the Certificate Registrar, the RMBS
Master Servicer, the HELOC Back-Up Servicer, the RMBS Servicer, the HELOC
Back-Up Servicer, the Seller or the Depositor and (b) the transferee executes a
representation letter, substantially in the form of Exhibit D to the Indenture,
and the transferor executes a representation letter, substantially in the form
of Exhibit E to the Indenture, each acceptable to and in form and substance
satisfactory to the Indenture Trustee and the Depositor certifying the facts
surrounding such transfer, which representation letters shall not be an expense
of the Trust, the Owner Trustee, the Indenture Trustee, the Securities
Administrator, the Certificate Registrar, the RMBS Master Servicer, the HELOC
Back-Up Servicer, the RMBS Servicer, the HELOC Back-Up Servicer, the Seller or
the Depositor acceptable to and in form and substance reasonably satisfactory to
the Indenture Trustee and the Depositor, which certificate shall not be an
expense of the Trust, the Owner Trustee, the Indenture Trustee, the Securities
Administrator, the Certificate Registrar, the RMBS Master Servicer, the HELOC
Back-Up Servicer, the RMBS Servicer, the HELOC Back-Up Servicer, the Seller or
the Depositor. The Holder of a Note desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trust, the Owner


                                     A-4-5
<PAGE>

Trustee, the Indenture Trustee, the Certificate Paying Agent, the Certificate
Registrar, the RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS
Servicer, the HELOC Servicer and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.]

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Owner Trustee in its individual
capacity, nor any of its respective partners, beneficiaries, agents, officers,
directors, employees, or successors or assigns, shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note, it being expressly
understood that said covenants, obligations and indemnifications have been made
solely by the Trust to the extent of the assets of the Trust. The holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, the Holder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall


                                     A-4-6
<PAGE>

be taken to prevent recourse to, and enforcement against, the assets of the
Trust Estate for any and all liabilities, obligations and undertakings contained
in this Note.

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



                                     A-4-7
<PAGE>

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

Dated: March 23, 2005


                                            AMERICAN HOME MORTGAGE
                                            INVESTMENT TRUST 2005-1

                                            BY:  WILMINGTON TRUST COMPANY,
                                                 not in its individual capacity
                                                 but solely in its capacity as
                                                 Owner Trustee


                                            By:  ______________________________
                                                 Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee




By:      __________________________
         Authorized Signatory


<PAGE>


                                  ABBREVIATIONS
                                  -------------

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

               TEN COM   --  as tenants in common
               TEN ENT   --  as tenants by the entireties
               JT TEN    --  as joint tenants with right of survivorship and not
                             as tenants in common
      UNIF GIFT MIN ACT  --  __________ Custodian ______________________________
                               (Cust)                        (Minor)

                             under Uniform Gifts to Minor Act __________________
                                                                    (State)

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


<PAGE>


                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                (FILED MANUALLY)



                                      B-1
<PAGE>

                                    EXHIBIT C

                              FORM OF CAP CONTRACT

                            [Provided Upon Request]




<PAGE>


                                       D-1

                                    EXHIBIT D

                            FORM OF CORRIDOR CONTRACT

                            [Provided Upon Request]


<PAGE>


                                    EXHIBIT E

                            FORM OF INSURANCE POLICY


Issuer:  American Home Mortgage Investment             Policy Number:  05030007
         Trust 2005-1                                  Control Number:  0010001

Insured Obligations:
--------------------------------------------------
$168,980,000 in aggregate maximum principal amount
of American Home Mortgage Investment Trust
2005-1, Mortgage-Backed Notes, Series
2005-1, Class IX-A (the "Class IX-A Notes")
--------------------------------------------------

Indenture Trustee:  Deutsche Bank National Trust Company

Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock
insurance company, in consideration of the right of Financial Guaranty to
receive monthly premiums pursuant to the Indenture (as defined below) and the
Insurance Agreement referred to therein, and subject to the terms of this Surety
Bond, hereby unconditionally and irrevocably agrees to pay each Insured Payment,
to the extent set forth in the Indenture, to the Indenture Trustee named above
or its successor, as trustee for the Holders of the Class IX-A Notes, except as
otherwise provided herein with respect to Preference Amounts. Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to such
terms in the Appendix A attached to the Indenture as in effect and executed on
the date hereof.

The term "Insured Payment" for any Payment Date means (1) any Deficiency Amount
for such Payment Date and (2) any Preference Amount to be paid pursuant to the
terms of this Surety Bond on the Payment Date.

The term "Deficiency Amount" means, with respect to any Payment Date and the
Class IX-A Notes, as applicable, an amount, if any, equal to the sum of:

         (1)       the amount by which the aggregate amount of accrued and
                   unpaid interest on the Class IX-A Notes (which excludes any
                   Relief Act Shortfalls, Basis Risk Shortfalls or Basis Risk
                   Shortfall Carry-Forward Amounts for that Payment Date) at the
                   Class IX-A Note Interest Rate relating to the Class IX-A
                   Notes on that Payment Date exceeds the amounts available for
                   interest distributions on the Class IX-A Notes on that
                   Payment Date; and

         (2)       (i) with respect to any Payment Date that is not the Final
                   Payment Date, the excess, if any, by which (a) the Note
                   Principal Balance relating to the Class IX-A Notes (after
                   giving effect to all payments of principal on the Class IX-A
                   Notes on such Payment Date, but without giving effect to
                   payments under the Policy to be made on such Payment Date)
                   exceeds (b) the Invested Amount as of the end of the related
                   Due Period; or

                   (ii) on the Final Payment Date, the aggregate outstanding
                   principal balance of the Class IX-A Notes to the extent
                   otherwise not paid on that date.



                                      E-1
<PAGE>

The term "Final Payment Date" for the Class IX-A Notes means the Payment Date
occurring in June, 2030.

Financial Guaranty will pay a Deficiency Amount with respect to the Class IX-A
Notes by 12:00 noon (New York City Time) in immediately available funds to the
Indenture Trustee on the later of (i) the second Business Day following the
Business Day on which Financial Guaranty shall have received Notice that a
Deficiency Amount is due in respect of the Class IX-A Notes, and (ii) the
Payment Date on which the related Deficiency Amount is payable to the Holders of
the Class IX-A Notes pursuant to the Indenture, for disbursement to the Holders
of the Class IX-A Notes in the same manner as other payments with respect to the
Class IX-A Notes are required to be made. Any Notice received by Financial
Guaranty after 12:00 noon New York City time on a given Business Day or on any
day that is not a Business Day shall be deemed to have been received by
Financial Guaranty on the next succeeding Business Day.

Upon payment of a Deficiency Amount hereunder, Financial Guaranty shall be fully
subrogated to the rights of the Holders of the Class IX-A Notes to receive the
amount so paid. Financial Guaranty's obligations with respect to the Class IX-A
Notes hereunder with respect to each Payment Date shall be discharged to the
extent funds consisting of the related Deficiency Amount are received by the
Indenture Trustee on behalf of the Holders of the Class IX-A Notes for payment
to such Holders, as provided in the Indenture and herein, whether or not such
funds are properly applied by the Indenture Trustee.

If any portion or all of any amount that is insured hereunder that was
previously distributed to a holder of Class IX-A Notes is recoverable and
recovered from such Holder as a voidable preference by a trustee in bankruptcy
pursuant to the U.S. Bankruptcy Code, pursuant to a final non-appealable order
of a court exercising proper jurisdiction in an insolvency proceeding (a "Final
Order") (such recovered amount, a "Preference Amount"), Financial Guaranty will
pay on the guarantee described in the first paragraph hereof, an amount equal to
each such Preference Amount by 12:00 noon on the second Business Day following
receipt by Financial Guaranty on a Business Day of (x) a certified copy of the
Final Order, together with an opinion of counsel satisfactory to Financial
Guaranty that the order is final and not subject to appeal, (y) an assignment,
in form reasonably satisfactory to Financial Guaranty, irrevocably assigning to
Financial Guaranty all rights and claims of the Indenture Trustee and/or such
Holder of the Class IX-A Notes relating to or arising under any Class IX-A Notes
against the debtor who paid such Preference Amount and constituting an
appropriate instrument, in form satisfactory to Financial Guaranty, appointing
Financial Guaranty as the agent of the Indenture Trustee and/or such Holder in
respect of such Preference Amount, including without limitation in any legal
proceeding related to the Preference Amount, and (z) a Notice appropriately
completed and executed by the Securities Administrator or such Holder, as the
case may be. Such payment shall be made to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Final Order and not
to the Indenture Trustee or Holder of the Class IX-A Notes directly (unless the
Holder has previously paid such amount to such receiver, conservator,
debtor-in-possession or trustee named in such Final Order in which case payment
shall be made to the Indenture Trustee for distribution to the Holder upon
delivery of proof of such payment reasonably satisfactory to Financial
Guaranty). Notwithstanding the foregoing, in no event shall Financial Guaranty
be (i) required to make any payment under this Surety Bond in respect of any
Preference Amount to the extent such Preference Amount is comprised of amounts
previously


                                      E-2
<PAGE>

paid by Financial Guaranty hereunder, or (ii) obligated to make any payment in
respect of any Preference Amount, which payment represents a payment of the
principal amount of any Class IX-A Notes, prior to the time Financial Guaranty
otherwise would have been required to make a payment in respect of such
principal, in which case Financial Guaranty shall pay the balance of the
Preference Amount when such amount otherwise would have been required.

Any of the documents required under clauses (x) through (z) of the preceding
paragraph that are received by Financial Guaranty after 12:00 noon New York City
time on a given Business Day or on any day that is not a Business Day shall be
deemed to have been received by Financial Guaranty on the next succeeding
Business Day. If any notice received by Financial Guaranty is not in proper form
or is otherwise insufficient for the purpose of making a claim under this Surety
Bond, it will be deemed not to have been received by Financial Guaranty, and
Financial Guaranty will promptly so advise the Securities Administrator, and the
Securities Administrator may submit an amended Notice. All payments made by
Financial Guaranty hereunder in respect of Preference Amounts will be made with
Financial Guaranty's own funds.

This Surety Bond is non-cancelable for any reason, including nonpayment of any
premium. The premium on this Surety Bond is not refundable for any reason,
including the payment of any Class IX-A Notes prior to their respective
maturities. This Surety Bond shall expire and terminate without any action on
the part of Financial Guaranty or any other Person on the date that is the later
of (i) the date that is one year and one day following the date on which the
Class IX-A Notes shall have been paid in full and (ii) if any insolvency
proceeding with respect to which the Depositor is the debtor has been commenced
on or prior to the date specified in clause (i) above, the 30th day after the
entry of a final, non-appealable order in resolution or settlement of such
proceeding.

A monthly premium shall be due and payable as provided in the Indenture and the
Insurance Agreement.

This Surety Bond is subject to and shall be governed by the laws of the State of
New York, without giving effect to the conflicts of laws principles thereof. The
proper venue for any action or proceeding on this Surety Bond shall be the
County of New York, State of New York. The insurance provided by this Surety
Bond is not covered by the New York Property/Casualty Insurance Security Fund
(New York Insurance Code, Article 76).

To the fullest extent permitted by applicable law, Financial Guaranty hereby
waives, solely for the benefit of Holders of the Class IX-A Notes all defenses
of any kind (including, without limitation, the defense of fraud in inducement
or fact, any defense based on any duty claimed to arise from the doctrine of
"utmost good faith" or any similar or related doctrine or any other
circumstances that would have the effect of discharging a surety, guarantor or
any other person in law or in equity) that Financial Guaranty otherwise might
have asserted as a defense to its obligation to pay in full any amounts that
have become due and payable in accordance with the terms and conditions of this
Policy. Nothing in this paragraph, however, shall be deemed to constitute a
waiver of any rights, remedies, claims or counterclaims that Financial Guaranty
may have with respect to the Issuer or American Home Mortgage Investment Corp.,
or any of their affiliates.



                                      E-3
<PAGE>

"Notice" means a written notice in the form of EXHIBIT A to this Surety Bond by
registered or certified mail or telephonic or telegraphic notice, subsequently
confirmed by written notice delivered via telecopy, telex or hand delivery from
the Securities Administrator to Financial Guaranty specifying the information
set forth therein. "Holder" means, as to a particular Class IX-A Note, the
person, other than the Issuer or the Depositor or any of their affiliates, who,
on the applicable Payment Date, is entitled under the terms of such Class IX-A
Note to a distribution thereon. "Indenture" means the Indenture relating to the
Class IX-A Notes by and between American Home Mortgage Investment Trust 2005-1,
as Issuer, Wells Fargo Bank, N.A., as Securities Administrator and Deutsche Bank
National Trust Company, as Indenture Trustee, dated as of March 23, 2005.
"Insurance Agreement" means the Insurance and Indemnity Agreement, among
Financial Guaranty, GMAC Mortgage Corporation, as HELOC Back-Up Servicer,
American Home Mortgage Servicing, Inc., as HELOC Servicer, American Home
Mortgage Acceptance, Inc., as Seller, American Home Mortgage Securities, LLC, as
Depositor, American Home Mortgage Investment Trust 2005-1, as Issuer and the
Indenture Trustee, dated as of March 23, 2005. "HELOC Servicing Agreement" means
the HELOC Back-Up Servicing Agreement relating to the Class IX-A Notes by and
among HELOC Servicer, the HELOC Back-Up Servicer, the Issuer, the Seller and the
Indenture Trustee, dated as of March 23, 2005.

In the event that payments under any Class IX-A Note are accelerated, nothing
herein contained shall obligate Financial Guaranty to make any payment of
principal or interest on such Class IX-A Note on an accelerated basis, unless
such acceleration of payment by Financial Guaranty is at the sole option of
Financial Guaranty; it being understood that a payment shortfall in respect of
the redemption of any Class IX-A Note by reason of the repurchase of the Trust
Estate pursuant to Section 8.07 of the Indenture does not constitute
acceleration for the purposes hereof.



                                      E-4
<PAGE>

IN WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be affixed
with its corporate seal and to be signed by its duly authorized officer in
facsimile to become effective and binding upon Financial Guaranty by virtue of
the countersignature of its duly authorized representative.


President                                           Authorized Representative

Effective Date:  March 23, 2005


                                      E-5
<PAGE>

                                    EXHIBIT A

                              NOTICE OF NONPAYMENT
                    AND DEMAND FOR PAYMENT OF INSURED AMOUNTS

To:               Financial Guaranty Insurance Company
                  125 Park Avenue
                  New York, New York 10017
                  (212) 312-3000
                  Attention:        General Counsel

                  Telephone: (212) 312-3000
                  Telecopier:  (212) 312-3220

Re:               --------------------------------------------------
                  $168,980,000 in aggregate maximum principal amount
                  of American Home Mortgage Investment Trust
                  2005-1, Mortgage-Backed Notes, Series
                  2005-1, Class IX-A (the "Class IX-A Notes")
                  --------------------------------------------------

                  Policy No.  05030007 (the "Surety Bond")

Payment Date:     ___________________________

We refer to that certain Indenture, among American Home Mortgage Investment
Trust 2005-1, as Issuer, Wells Fargo Bank, N.A., as Securities Administrator and
Deutsche Bank National Trust Company, as Indenture Trustee, dated as of March
23, 2005 (the "Indenture"), relating to the above referenced Class IX-A Notes.
All capitalized terms not otherwise defined herein or in the Surety Bond shall
have the same respective meanings assigned to such terms in the Indenture.



                                      E-6
<PAGE>

ARTICLE  XI (A) THE SECURITIES ADMINISTRATOR HAS DETERMINED UNDER THE INDENTURE
         THAT IN RESPECT OF THE PAYMENT DATE:

         Section 11.01  (1) The insured portion of the distribution on the Class
                  IX-A Notes in respect of the Payment Date that is due to be
                  received on ______________ under the Indenture, is equal to
                  $_____________, consisting of

                  Section 11.02  (A) $ ___________ in respect of interest on the
                           Class IX-A Notes, which is calculated as the amount
                           by which:

                  Section 11.03  (i) $____________, constituting the aggregate
                           amount of accrued interest on the Class IX-A Notes,
                           excluding any Relief Act Shortfalls, Basis Risk
                           Shortfalls and Basis Risk Shortfall Carry-Forward
                           Amounts, for the Payment Date; exceeds

                  Section 11.04  (ii) $___________, representing the amount on
                           deposit in the Payment Account available for interest
                           distributions to the Class IX-A Notes on the Payment
                           Date; plus

         Section 11.05  (B) $_____________ in respect of principal of the Class
                  IX-A Notes, which is calculated as the amount by which

         Section 11.06     (i) the Note Principal Balance relating to the Class
                  IX-A Notes (after giving effect to all payments of principal
                  on the Class IX-A Notes on such Payment Date, but without
                  giving effect to payments under the Policy to be made on such
                  Payment Date), which is equal to $_________, exceed

         Section 11.07     (ii) the Invested Amount as of the end of the related
                  Due Period), which is equal to $---------.

                  Section 11.08 (2) [The amount to be paid to the Holders of the
         Class IX-A Notes on the Final Payment Date, which occurs on
         _____________, is $____________.]

                  Section 11.09 (3) The amounts available in the Payment Account
         to be distributed on such Payment Date on the Class IX-A Notes pursuant
         to the Indenture in payment of the items identified in items (1) and
         (2) above, as reduced by any portion thereof that has been deposited in
         the Payment Account but may not be withdrawn therefrom pursuant to an
         order of a United States bankruptcy court of competent jurisdiction
         imposing a stay pursuant to Section 362 of the United States Bankruptcy
         Code), is $_______________.

     Please be advised that, accordingly, a Deficiency Amount exists for the
     Payment Date identified above for the Class IX-A Notes in the amount of
     $__________. This Deficiency Amount constitutes an Insured Amount payable
     by Financial Guaranty under the Surety Bond.



                                      E-7
<PAGE>

[In addition, attached hereto is a copy of the Final Order in connection with a
Preference Amount in the amount set forth therein, together with an assignment
of rights and appointment of agent and other documents required by the Surety
Bond in respect of Preference Amounts. The amount of the Preference Amount is
$______________. This Preference Amount constitutes an Insured Amount payable by
Financial Guaranty under the Surety Bond.]

Accordingly, pursuant to the Indenture, this statement constitutes a notice for
payment of an Insured Amount by Financial Guaranty in the amount of
$_______________ under the Surety Bond.

        ARTICLE XII (B) NO PAYMENT CLAIMED HEREUNDER IS IN EXCESS OF THE
                     AMOUNT PAYABLE UNDER THE SURETY BOND.

     The amount requested in this Notice should be paid to: [Payment
     Instructions]

Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim containing
any materially false information or conceals for the purpose of misleading,
information concerning any fact material thereto, commits a fraudulent insurance
act, which is a crime, and shall also be subject to a civil penalty not to
exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim for
each such violation.

     IN WITNESS WHEREOF, the Securities Administrator has executed and delivered
     this Notice of Nonpayment and Demand for Payment of Insured Amounts this
     _____ day of ______________________.


                                   WELLS FARGO BANK, N.A.,
                                   as Securities Administrator

                                   By: ___________________________________

                                   Title: ___________________________________





                                      E-8
<PAGE>

                                    EXHIBIT F

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

         Pursuant to this Subsequent Transfer Instrument, dated [____________],
2005 (the "Instrument"), between American Home Mortgage Securities LLC, as
seller (the "Company"), and Deutsche Bank National Trust Company, as indenture
trustee of the American Home Mortgage Investment Trust 2005-1, Mortgage-Backed
Notes, Series 2005-1, (the "Indenture Trustee"), on behalf of American Home
Mortgage Investment Trust 2005-1 (the "Issuer"), as purchaser, and pursuant to
the Indenture, dated as of March 23, 2005 (the "Indenture"), among the Issuer,
the Indenture Trustee and Wells Fargo Bank, N.A., as the Securities
Administrator, the Company and the Indenture Trustee agree to the sale by the
Company and the purchase by the Indenture Trustee in trust, on behalf of the
Trust, of the Group [__] Subsequent Mortgage Loans on the attached Schedule 1 of
Mortgage Loans (the "Group [__] Subsequent Mortgage Loans").

         Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Indenture.

         Section 1. Conveyance of Group [__] Subsequent Mortgage Loans;
Acceptance of Mortgage Loans by the Indenture Trustee.

         (a) The Company does hereby sell, transfer, assign, set over and convey
to the Indenture Trustee in trust, on behalf of the Trust, without recourse, all
of its right, title and interest in and to the Group [__] Subsequent Mortgage
Loans, including all amounts due on the Group [__] Subsequent Mortgage Loans
after the related Subsequent Cut-off Date, and all items with respect to the
Group I Subsequent Mortgage Loans to be delivered pursuant to Section 2. [__] of
the Indenture; provided, however that the Company reserves and retains all
right, title and interest in and to amounts due on the Group [__] Subsequent
Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Company,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to the Indenture Trustee each item set forth in Section 2.[__]of
the Indenture. The transfer to the Indenture Trustee by the Company of the Group
[__] Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be
absolute and is intended by the Company, the [RMBS][HELOC] Master Servicer, the
Indenture Trustee and the Noteholders to constitute and to be treated as a sale
by the Company to the Trust Fund.

         (b) The Company, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Indenture
Trustee without recourse for the benefit of the Noteholders all the right, title
and interest of the Company, in, to and under the Subsequent Mortgage Loan
Purchase Agreement, dated [_________], 2005, between the Company, as purchaser,
and American Home Mortgage Acceptance Inc., as seller (the "Purchase
Agreement").

         (c) The Indenture Trustee shall acknowledge receipt of, subject to the
exceptions the Indenture Trustee notes pursuant to the procedures described in
Section 2.03 of the Indenture, the



                                      F-1
<PAGE>

documents (or certified copies thereof) referred to in Section 2.1(b) of the
Subsequent Mortgage Loan Purchase Agreement, and declares that it holds and will
continue to hold those documents and any amendments, replacements or supplements
thereto and all other assets of the Trust Estate in trust for the use and
benefit of all present and future Holders of the Notes.

         Additional terms of the sale are set forth on Attachment A hereto.

         Section 2.        Representations and Warranties; Conditions Precedent.

         (a) The Company hereby confirms that each of the conditions and the
representations and warranties set forth in Sections 2.05, 2.06, 2.07, 2.08,
2.09, 2.10, 2.11, 2.12 and 2.13, as applicable, of the Indenture are satisfied
as of the date hereof.

         (b) All terms and conditions of the Indenture are hereby ratified and
confirmed; provided, however, that in the event of any conflict, the provisions
of this Instrument shall control over the conflicting provisions of the
Indenture.

         Section 3.        Recordation of Instrument.

        To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the
[RMBS][HELOC] Master Servicer at the Noteholders' expense on direction of the
related Noteholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Noteholders or is necessary for the administration or servicing of the
Group [__] Subsequent Mortgage Loans.

         Section 4.        Governing Law.

        This Instrument shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.

         Section 5.        COUNTERPARTS.

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

         Section 6.        Successors and Assigns.

        This Instrument shall inure to the benefit of and be binding upon the
Company and the Indenture Trustee and their respective successors and assigns.




                                      F-2
<PAGE>

AMERICAN HOME MORTGAGE SECURITIES LLC,
  as Seller


By:
         -----------------------------
Name:
Title:



DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity but solely
  as Indenture Trustee for the Trust.



By:
         -----------------------------
Name:
Title:




                                      F-3
<PAGE>


                                    EXHIBIT G

                             FORM OF ADDITION NOTICE


                                                               [Date]
Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705



         RE:      Indenture, dated as of March 23, 2005 (the "Indenture"),
                  between American Home Mortgage Investment Trust 2005-1, a
                  Delaware business trust, as Issuer (the "Issuer"), Deutsche
                  Bank National Trust Company, as Indenture Trustee (the
                  "Indenture Trustee") and Wells Fargo Bank, N.A., as Securities
                  Administrator (the "Securities Administrator"), relating to
                  American Home Mortgage Investment Trust 2005-1,
                  Mortgage-Backed Notes, Series 2005-1, Group I, Group II, Group
                  III, Group IV, Group V, Group VI, Group VII, Group VIII and
                  Group IX Subsequent Transfer
                  --------------------------------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.05 of the Indenture, Issuer has
designated the Group I Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.

                  Pursuant to Section 2.06 of the Indenture, Issuer has
designated the Group II Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.

                  Pursuant to Section 2.07 of the Indenture, Issuer has
designated the Group III Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.

                  Pursuant to Section 2.08 of the Indenture, Issuer has
designated the Group IV Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.

                  Pursuant to Section 2.09 of the Indenture, Issuer has
designated the Group V Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.

                  Pursuant to Section 2.10 of the Indenture, Issuer has
designated the Group VI Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.



                                      G-1
<PAGE>

                  Pursuant to Section 2.11 of the Indenture, Issuer has
designated the Group VII Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.

                  Pursuant to Section 2.12 of the Indenture, Issuer has
designated the Group VIII Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.

                  Pursuant to Section 2.13 of the Indenture, Issuer has
designated the Group IX Subsequent Mortgage Loans to be transferred to the
Indenture Trustee on ______________, 20__, with an approximate aggregate
principal balance of $________________.

                  Capitalized terms not otherwise defined herein have the
meaning set forth in the Indenture.

                  Please acknowledge your receipt of this notice by
countersigning the enclosed copy in the space indicated below and returning it
to the attention of the undersigned.


                                      G-2
<PAGE>


                                             Very truly yours,

                                             AMERICAN HOME MORTGAGE INVESTMENT
                                             TRUST 2005-1, as Issuer Wilmington
                                             Trust Company, not in its
                                             individual capacity but solely as
                                             Owner Trustee

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                      G-3
<PAGE>


ACKNOWLEDGED AND AGREED:

DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity but solely
as Indenture Trustee for the Trust.

By:
         --------------------------------
Name:
Title:




                                      G-4
<PAGE>

                                    EXHIBIT H

                          FORM OF INITIAL CERTIFICATION


                                                                      , 200_

AMERICAN HOME MORTGAGE SECURITIES, LLC
538 Broadhollow Road
Melville, New York 11747

DEUTSCHE BANK NATIONAL TRUST COMPANY
1761 East St. Andrew Place
Santa Ana, California 92705

AMERICAN HOME MORTGAGE SERVICING, INC.
7142 Columbia Gateway Drive
Columbia, Maryland 21046

Attention: American Home Mortgage Investment Trust 2005-1

         Re:      Indenture, dated as of March 23, 2005 (the "Indenture"),
                  between American Home Mortgage Investment Trust 2005-1, a
                  Delaware business trust, as Issuer (the "Issuer"), Deutsche
                  Bank National Trust Company, as Indenture Trustee (the
                  "Indenture Trustee") and Wells Fargo Bank, N.A., as Securities
                  Administrator (the "Securities Administrator")

Ladies and Gentlemen:

                  In accordance with Section 2.03(a) of the Indenture and
Section 2.1(b)(i)-(v) of the Mortgage Loan Purchase Agreement, dated as of March
23, 2005, between American Home Mortgage Acceptance, Inc. and American Home
Mortgage Securities LLC (the "MLPA", and together with the Indenture, the
"Agreements"), the undersigned, as Indenture Trustee, hereby certifies that as
to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or listed on the exception report attached
hereto) it has reviewed the Mortgage File and the related Mortgage Loan Schedule
and has determined that: (i) all documents required to be included in the
Mortgage File pursuant to Section 2.1(b)(i)-(v) (except clause (v)(ii)) of the
MLPA are in its possession; (ii) such documents have been reviewed by it and
appear regular on their face and relate to such Mortgage Loan; and (iii) based
on examination by it, and only as to such documents, the information set forth
in items (iii) and (v) of the definition or description of "Mortgage Loan
Schedule" is correct.

                  The Indenture Trustee has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Agreements. The Indenture Trustee makes no
representation that any documents specified in clauses (v)(ii) and (vi) of
Section 2.1 (b) of the MLPA should be included in any Mortgage File.




                                      H-1
<PAGE>


The Indenture Trustee makes no representations as to and shall not be
responsible to verify: (i) the validity, legality, sufficiency, enforceability,
due authorization, recordability or genuineness of any of the documents
contained in each Mortgage File of any of the Mortgage Loans identified on the
related Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness, perfection, priority or suitability of any such Mortgage Loan, or
(iii) the existence of any hazard insurance policy or assumption, modification,
written assurance or substitution agreement with respect to any Mortgage File if
no such documents appear in the Mortgage File delivered to the Indenture
Trustee.

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

                                                DEUTSCHE BANK NATIONAL
                                                TRUST COMPANY,
                                                as Indenture Trustee



                                                By: _____________________
                                                    Name:
                                                    Title:




                                      H-2
<PAGE>


                                    EXHIBIT I

                           FORM OF FINAL CERTIFICATION


                                                                      , 200__

AMERICAN HOME MORTGAGE SECURITIES, LLC
538 Broadhollow Road
Melville, New York 11747

DEUTSCHE BANK NATIONAL TRUST COMPANY
1761 East St. Andrew Place
Santa Ana, California 92705

AMERICAN HOME MORTGAGE SERVICING, INC.
7142 Columbia Gateway Drive
Columbia, Maryland 21046

Attention: American Home Mortgage Investment Trust 2005-1

         Re:      Indenture, dated as of March 23, 2005 (the "Indenture"),
                  between American Home Mortgage Investment Trust 2005-1, a
                  Delaware business trust, as Issuer (the "Issuer"), Deutsche
                  Bank National Trust Company, as Indenture Trustee (the
                  "Indenture Trustee") and Wells Fargo Bank, N.A., as Securities
                  Administrator (the "Securities Administrator")


Ladies and Gentlemen:

                  In accordance with Section 2.03(a) of the Indenture and
Section 2.1(b)(i)-(v) of the Mortgage Loan Purchase Agreement, dated as of March
23, 2005, between American Home Mortgage Acceptance, Inc. and American Home
Mortgage Securities LLC (the "MLPA", and together with the Indenture, the
"Agreements"), the undersigned, as Indenture Trustee, hereby certifies that as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the exception report attached hereto) it
has received the documents set forth in Section 2.1(b)(i)-(v) (except clause
(v)(ii)) of the MLPA.

                  The Indenture Trustee has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the Agreements. The Indenture Trustee makes no representation that
any documents specified in clauses (v)(ii) and (vi) of Section 2.1 (b) should be
included in any Mortgage File. The Indenture Trustee makes no representations as
to and shall not be responsible to verify: (i) the validity, legality,
sufficiency, enforceability, due authorization, recordability or genuineness of
any of the documents contained in each Mortgage File of any of the Mortgage
Loans identified on the related Mortgage Loan




                                      I-1
<PAGE>


Schedule, (ii) the collectability, insurability, effectiveness, perfection,
priority or suitability of any such Mortgage Loan, or (iii) the existence of any
hazard insurance policy or assumption, modification, written assurance or
substitution agreement with respect to any Mortgage File if no such documents
appear in the Mortgage File delivered to the Indenture Trustee.


                                      I-2
<PAGE>


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

                                                DEUTSCHE BANK NATIONAL
                                                TRUST COMPANY,
                                                as Indenture Trustee



                                                By: _____________________
                                                    Name:
                                                    Title:




                                      I-3
<PAGE>


                                    EXHIBIT J

                           FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:      REQUEST FOR RELEASE OF DOCUMENTS

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

Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one)    Mortgage Loan Prepaid in Full
                                                 Other
                                                 Mortgage Loan Repurchased
                                             Please deliver the Mortgage File to


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

[Name of RMBS Master Servicer]
Authorized Signature
******************************************************************************
TO INDENTURE TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Indenture.

                         Enclosed Documents: [ ]   Promissory Note
                                             [ ]   Primary Insurance Policy
                                             [ ]   Mortgage or Deed of Trust
                                             [ ]   Assignment(s) of Mortgage
                                                   or Deed of Trust
                                             [ ]   Title Insurance Policy


                                       J-1
<PAGE>

-----------------------                      [ ]   Other:
Name
-----------------------
Title
-----------------------
Date


                                       J-2
<PAGE>

                                    EXHIBIT K

                   FORM OF RULE 144A INVESTMENT REPRESENTATION

             Description of Rule 144A Securities, including numbers:

         ______________________________________________________________

         ______________________________________________________________

         ______________________________________________________________

         ______________________________________________________________

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

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

                  2. The Buyer warrants and represents to, and covenants with,
the Owner Trustee, the Note Registrar and the Depositor (as defined in the
Indenture (the "Agreement"), dated as of March 23, 2005, among American Home
Mortgage Investment Trust 2005-1, (the "Issuer"), Deutsche Bank National Trust
Company, as Indenture Trustee (the "Indenture Trustee"), and Wells Fargo Bank,
N.A., as Securities Administrator (the "Securities Administrator") pursuant to
Section 4.02 of the Agreement and Deutsche Bank National Trust Company, as
indenture trustee, as follows:

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

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



                                      K-1
<PAGE>

                           c. The Buyer has been furnished with all information
         regarding the Rule 144A Securities that it has requested from the
         Seller, the Indenture Trustee, the Owner Trustee, the RMBS Master
         Servicer, the HELOC Back-Up Servicer, the RMBS Servicer or the HELOC
         Servicer.

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

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

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


                                      K-2
<PAGE>

the Indenture Trustee, the Note Registrar, the Securities Administrator, the
RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS Servicer or the HELOC
Servicer to any obligation or liability (including liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Owner
Trustee, the Note Registrar, the Indenture Trustee, the Securities
Administrator, the RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS
Servicer or the HELOC Servicer.

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

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



Print Name of Seller                        Print Name of Buyer

By: _________________________________       By: ________________________________
      Name:                                       Name:
      Title:                                      Title:
Taxpayer Identification:                    Taxpayer Identification:
No. _________________________________       No. ________________________________
Date: _______________________________       Date: ______________________________



                                      K-3
<PAGE>


                                                            ANNEX 1 TO EXHIBIT K
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

             [FOR BUYERS OTHER THAN REGISTERED INVESTMENT COMPANIES]

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

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

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

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

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

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

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

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


                                      K-4
<PAGE>

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

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

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

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

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

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

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

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

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



                                      K-5
<PAGE>

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


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

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

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

________________________________________
Print Name of Buyer

By:
         _______________________________
         Name:
         Title:

Date:___________________________________



                                      K-6
<PAGE>


                                                            ANNEX 2 TO EXHIBIT K
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

              [FOR BUYERS THAT ARE REGISTERED INVESTMENT COMPANIES]

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

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

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

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

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

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

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

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



                                      K-4
<PAGE>

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

________________________________________
Print Name of Buyer


By:_____________________________________
         Name:
         Title:

IF AN ADVISER:

________________________________________
Print Name of Buyer


Date:___________________________________



                                      K-5
<PAGE>


                                    EXHIBIT L

                        CERTIFICATE OF NON-FOREIGN STATUS

         This Certificate of Non-Foreign Status ("certificate") is delivered
pursuant to Section 4.02 of the Indenture, dated as of March 23, 2005 (the
"Indenture"), among American Home Mortgage Investment Trust 2005-1, (the
"Issuer"), Deutsche Bank National Trust Company, as Indenture Trustee (the
"Indenture Trustee"), and Wells Fargo Bank, N.A., as Securities Administrator
(the "Securities Administrator"), in connection with the acquisition of,
transfer to or possession by the undersigned, whether as beneficial owner for
U.S. federal income tax purposes (the "Beneficial Owner"), or nominee on behalf
of the Beneficial Owner of the Class ____ Notes, Series 2005-1 (the "Note").
Capitalized terms used but not defined in this certificate have the respective
meanings given them in the Indenture.

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

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

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

Part I -          Complete Either A or B

                  A.       Individual as Beneficial Owner

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

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

                                                ; and

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

                  B.       Corporate, Partnership or Other Entity as Beneficial
                           Owner


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



                                      L-1
<PAGE>

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

                                                ; and

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

Part II -                  Nominees

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

                           an IRS Form W-9

                           a form such as this or substantially similar

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

Part III -                 Declaration

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

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


---------------------------
Name

---------------------------
Title (if applicable)

---------------------------
Signature and Date



                                      L-2
<PAGE>


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





                                      L-3
<PAGE>


                                    EXHIBIT M

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                     [DATE]

Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890

Deutsche Bank National Trust Company
1761 E. St. Andrew Place
Santa Ana, CA 92705


         Re:      American Home Mortgage Investment Trust 2005-1 Non-Offered
                  Notes, Series 2005-1, CLASS [___] (The "Non-Offered Notes")
                  -----------------------------------------------------------

Ladies and Gentlemen:

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


                                       M-1
<PAGE>

(3) the purchaser or transferee has otherwise complied with any conditions for
transfer set forth in the Indenture.

Very truly yours,

[TRANSFEREE]


By:
    --------------------------------
         Authorized Officer


                                      M-2
<PAGE>


                                    EXHIBIT N

                             TRANSFEROR CERTIFICATE
                             ----------------------


Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890

Deutsche Bank National Trust Company
1761 E. St. Andrew Place
Santa Ana, CA 92705


         Re:      Proposed Transfer of Non-Offered Notes, Class [___],
                  ----------------------------------------------------
                  American Home Mortgage Investment Trust 2005-1
                  ----------------------------------------------

Gentlemen:

         This certification is being made by ____________________ (the
"Transferor") in connection with the proposed Transfer to _____________________
(the "Transferee") of a non-offered note, Class [___] (the "Non-Offered Note")
representing ___% fractional undivided interest in American Home Mortgage
Investment Trust 2005-1 (the "Trust"), issued pursuant to an Indenture, dated as
of March 23, 2005 (the "Indenture"), among American Home Mortgage Investment
Trust 2005-1, (the "Issuer"), Deutsche Bank National Trust Company, as Indenture
Trustee (the "Indenture Trustee"), and Wells Fargo Bank, N.A., as Securities
Administrator (the "Securities Administrator"). Initially capitalized terms used
but not defined herein have the meanings assigned to them in Appendix A to the
Indenture. The Transferor hereby certifies, represents and warrants to, and
covenants with, the Company, the Owner Trustee and the Note Registrar that:

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


                                      N-1
<PAGE>

has not and will not sell or otherwise transfer any of the Non-Offered Notes,
except in compliance with the provisions of the Indenture.


Date:______________________
                                        __________________________________
                                                Name of Transferor

                                        __________________________________
                                                Signature

                                        __________________________________
                                                Name

                                        __________________________________
                                                Title


                                      N-2
<PAGE>


                                    EXHIBIT O

                              FORM OF ERISA LETTER

                                     [DATE]

Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890

Deutsche Bank National Trust Company
1761 E. St. Andrew Place
Santa Ana, CA 92705


         Re:      Proposed Transfer of Non-Offered Notes, Class [____],
                  American Home Mortgage Investment Trust 2005-1
                  (The "Non-Offered Notes")
                  -----------------------------------------------------

Gentlemen:

         This certification is being made by (the "Transferee") in connection
with the proposed Transfer by (the "Transferor") of non-offered note (the
"Non-Offered Note") representing __% fractional undivided interest in American
Home Mortgage Investment Trust 2005-1 (the "Trust"), issued pursuant to an
Indenture, dated as of March 23, 2005 (the "Indenture"), among American Home
Mortgage Investment Trust 2005-1, (the "Issuer"), Deutsche Bank National Trust
Company, as Indenture Trustee (the "Indenture Trustee"), and Wells Fargo Bank,
N.A., as Securities Administrator (the "Securities Administrator"). Initially
capitalized terms used but not defined herein have the meanings assigned to them
in Appendix A to the Indenture. The Transferor hereby certifies, represents and
warrants to, and covenants with, the Company, the Owner Trustee and the Note
Registrar that:

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

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

                  ___ b. The Transferor is a Plan, a Person acting, directly or
         indirectly, on behalf of a Plan or a Person acquiring such Certificates
         with "plan assets" of a Plan within the meaning of the Department of
         Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 and has
         provided the Depositor, the Owner Trustee, the Indenture Trustee, the
         NotE Registrar, the Seller, the HELOC Back-Up Servicer and the HELOC
         Servicer with an Opinion of Counsel, satisfactory to the Note Registrar
         to the effect (A) that the


                                      O-1
<PAGE>

purchase and holding of a Non-Offered Note
         by or on behalf of the Transferor (B) operation of the Trust and (C)
         management of Trust assets are permissible under applicable law, will
         not constitute or result in a prohibited transaction under Section 406
         of ERISA or Section 4975 of the Code (or comparable provisions of any
         subsequent enactments) and will not subject the Depositor, the Owner
         Trustee, the Indenture Trustee, the Note Registrar, the Seller, the
         RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS Servicer or
         the HELOC Servicer to any obligation or liability (including
         liabilities under ERISA or Section 4975 of the Code) in addition to
         those undertaken in the Indenture, which opinion of counsel shall not
         be an expense of the Depositor, the Owner Trustee, the Indenture
         Trustee, the Note Registrar, the Securities Administrator, the Seller,
         the RMBS Master Servicer, the HELOC Back-Up Servicer, the RMBS Servicer
         or the HELOC Servicer; and

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

                                       Very truly yours,


                                                By:      _______________________
                                                Name:    _______________________
                                                Title:   _______________________


                                      O-2
<PAGE>



                                    EXHIBIT P

                         FORM OF TRANSFEREE CERTIFICATE

Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890

Deutsche Bank National Trust Company
1761 E. St. Andrew Place
Santa Ana, CA 92705


         Re:      Proposed Transfer of Trust Non-Offered Notes, Class [____],
                  American Home Mortgage Investment Trust 2005-1
                  (The "Non-Offered Notes")
                  -----------------------------------------------------------

Gentlemen:

         This certification is being made by (the "Transferee") in connection
with the proposed Transfer by (the "Transferor") of a non-offered note (the
"Non-Offered Note") representing __% fractional undivided interest in American
Home Mortgage Investment Trust 2005-1 (the "Trust"), issued pursuant to an
Indenture, dated as of March 23, 2005 (the "Indenture"), among American Home
Mortgage Investment Trust 2005-1, (the "Issuer"), Deutsche Bank National Trust
Company, as Indenture Trustee (the "Indenture Trustee"), and Wells Fargo Bank,
N.A., as Securities Administrator (the "Securities Administrator"). Initially
capitalized terms used but not defined herein have the meanings assigned to them
in Appendix A to the Indenture. The Transferor hereby certifies, represents and
warrants to, and covenants with, the Company, the Owner Trustee and the Note
Registrar that:

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


Date:______________________
                                        __________________________________
                                                Name of Transferor

                                        __________________________________
                                                Signature

                                        __________________________________
                                                Name

                                        __________________________________
                                                Title


                                      P-1

<PAGE>


                                    EXHIBIT Q

                      FORM OF LENDER TRANSFEROR CERTIFICATE


Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890

Deutsche Bank National Trust Company,
  as Indenture Trustee
1761 East St. Andrew Place
Santa Ana, California 92705

         Re:      Proposed Transfer of Non-Offered Notes, Class [____],
                  American Home Mortgage Investment Trust 2005-1
                  (The "Non-Offered Notes")
                  -----------------------------------------------------

Gentlemen:

         This certification is being made by ___________ (the "Transferor") in
connection with the proposed pledge or transfer to __________ of Certificates
representing __% fractional undivided interest in American Home Mortgage
Investment Trust 2005-1, issued pursuant to an Indenture, dated as of March 23,
2005 (the "Indenture"), among American Home Mortgage Investment Trust 2005-1,
(the "Issuer"), Deutsche Bank National Trust Company, as Indenture Trustee (the
"Indenture Trustee"), and Wells Fargo Bank, N.A., as Securities Administrator
(the "Securities Administrator"). Initially capitalized terms used but not
defined herein have the meanings assigned to them in Appendix A to the
Indenture. The Transferor hereby certifies, represents and warrants to, and
covenants with, the Owner Trustee, the Indenture Trustee and the Note Registrar
that:

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

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


                                       Q-1




<PAGE>


Date:______________________
                                        __________________________________
                                                Name of Transferor

                                        __________________________________
                                                Signature

                                        __________________________________
                                                Name

                                        __________________________________
                                                Title







                                       Q-2

<PAGE>

                                   APPENDIX A
                                   DEFINITIONS

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

         ACCEPTED SERVICING PRACTICES: The HELOC Servicer's normal servicing
practices in servicing and administering revolving home equity line of credit
Mortgage Loans for its own account, which in general will conform to the
mortgage servicing practices of prudent mortgage lending institutions which
service for their own account, Mortgage Loans of the same type as the HELOC
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.

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

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

         ADDITIONAL BALANCE: As to any HELOC Mortgage Loan and day, the
aggregate amount of all Draws conveyed to the Trust pursuant to the Mortgage
Loan Purchase Agreement.

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

         ADDITION NOTICE: With respect to the transfer of Group I, Group II,
Group III, Group IV, Group V, Group VI, Group VII, Group VIII and Group IX
Subsequent Mortgage Loans or HELOC Mortgage Loans, as applicable, to the Trust
Estate pursuant to Sections 2.05 through 2.13, respectively, a notice of the
Issuer's designation of the related Group I, Group II, Group III, Group IV,
Group V, Group VI, Group VII, Group VIII and Group IX Subsequent Mortgage Loans
or HELOC Mortgage Loans, as applicable, to be sold to the Trust Estate and the
related

<PAGE>


aggregate Stated Principal Balance of such Group I, Group II, Group III, Group
IV, Group V, Group VI, Group VII, Group VIII and Group IX Subsequent Mortgage
Loans or HELOC Mortgage Loans, as applicable, as of the related Subsequent
Cut-off Date. The Addition Notice shall be given not later than three Business
Days prior to the related Subsequent Transfer Date and shall be substantially in
the form of Exhibit H to the Indenture.

         ADJUSTMENT FRACTION: For any Payment Date with respect to the Class
I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A,
Class M and Class B Notes, a fraction, (x) the numerator of which is the
aggregate Stated Principal Balance of the Group I, Group II, Group III, Group
IV, Group V, Group VI and Group VII Loans at the beginning of the related Due
Period, and (y) the denominator of which is the aggregate Note Principal Balance
of the Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A,
Class VII-A, Class M and Class B Notes immediately prior to that Payment Date.
For any Payment Date with respect to the Class VIII-A Notes and Class VIII-M
Notes, a fraction, (x) the numerator of which is the aggregate Stated Principal
Balance of the Group VIII Loans at the beginning of the related Due Period, and
(y) the denominator of which is the aggregate Note Principal Balance of the
Class VIII-A Notes and Class VIII-M Notes immediately prior to that Payment
Date. For any Payment Date with respect to the Class IX-A Notes, a fraction, (x)
the numerator of which is the aggregate Stated Principal Balance of the Group IX
Loans at the beginning of the related Due Period, and (y) the denominator of
which is the aggregate Note Principal Balance of the Class IX-A Notes
immediately prior to that Payment Date.

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

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

         ALLOCATED REALIZED LOSS AMOUNT: With respect to any Class of Class
I-A-2, Class I-A-3, Class II-A-2, Class III-A-2, Class IV-A-2, Class V-A-2,
Class VII-A-2, Class VIII-A-1, Class VIII-A-2, Class M, Class B and Class VIII-M
Notes and any Payment Date, an amount equal to the sum of any Realized Loss
allocated to that Class of Notes on that Payment Date and any Allocated Realized
Loss Amount for that Class remaining unpaid from the previous Payment Date, in
each case, with interest thereon at the applicable Note Interest Rate for such
Payment Date for such Class for the related Accrual Period.

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

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



                                       2
<PAGE>


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

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

         AUTHORIZED OFFICER: With respect to the 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).

         AVAILABLE FUNDS: The Group I, Group II, Group III, Group IV, Group V,
Group VI, Group VII or Group VIII Available Funds, as applicable.

         AVAILABLE FUNDS RATE: On any Payment Date and any Class of Class I-A,
Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A or Class VII-A Notes,
the per annum rate equal to (a) the weighted average (as described below) of (1)
the weighted average of the Net Mortgage Rates on the related Mortgage Loans
included in the trust as of the end of the prior Due Period, weighted on the
basis of the Stated Principal Balances thereof as of the end of the prior Due
Period, and (2) the amount of interest earned on amounts on deposit in the
related Pre-Funding Account from the prior Payment Date to the current Payment
Date, expressed as a percentage of the related Pre-Funded Amount at the end of
the prior Due Period and converted to a per annum rate, weighted on the basis of
the related Pre-Funded Amount as of the end of the related Due Period, times (b)
in the case of the Class I-A, Class II-A and Class III-A only, a fraction equal
to (x) 30 divided by (y) the number of days in the related Accrual Period and
times (c) the related Adjustment Fraction. In addition, the Available Funds Rate
with respect to the Class I-A Notes will be reduced by the Additional Negative
Amortization Principal Amount, expressed as a percentage of the aggregate Note
Principal Balance of the Class I-A Notes. The weighted average of clauses (1)
and (2) above shall be weighted on the basis of the aggregate Stated Principal
Balance of the related Mortgage Loans as of the beginning of the related Due
Period and the aggregate amount on deposit in the related Pre-Funding Account,
respectively.

         On any Payment Date and any Class of Class M Notes or Class B Notes,
the per annum rate equal to (a) the weighted average (as described below) of (1)
the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan
Group I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V , Loan Group
VI and Loan Group VII included in the trust as of the end of the prior Due
Period, weighted on the basis of the Stated Principal Balances thereof as of the
end of the prior Due Period, weighted in proportion to the results of
subtracting from the aggregate Stated Principal Balance of the Mortgage Loans of
Loan Group I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V, Loan
Group VI and Loan Group VII, the aggregate Note Principal Balance of the related
Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A or Class
VII-A Notes, respectively, and (2) the amount of interest earned on amounts



                                       3
<PAGE>


on deposit in the related Pre-Funding Account from the prior Payment Date to the
current Payment Date, expressed as a percentage of the related Pre-Funded Amount
at the end of the prior Due Period and converted to a per annum rate, weighted
on the basis of the related Pre-Funded Amount as of the end of the related Due
Period, times (b) a fraction equal to (x) 30 divided by (y) the number of days
in the related Accrual Period and times (c) the related Adjustment Fraction. The
weighted average of clauses (1) and (2) above shall be weighted on the basis of
the aggregate Stated Principal Balance of the related Mortgage Loans as of the
beginning of the related Due Period and the aggregate amount on deposit in the
related Pre-Funding Account, respectively.

         On any Payment Date and any Class of Class VIII-A Notes and Class
VIII-M Notes, the per annum rate equal to the (a) the weighted average (as
described below) of (1) the weighted average of the Net Mortgage Rates of the
Mortgage Loans in Loan Group VIII included in the trust as of the end of the
prior Due Period, and (2) the amount of interest earned on amounts on deposit in
the related Pre-Funding Account from the prior Payment Date to the current
Payment Date, expressed as a percentage of the related Pre-Funded Amount at the
end of the prior Due Period and converted to a per annum rate, weighted on the
basis of the related Pre-Funded Amount as of the end of the related Due Period,
times (b) in the case of the Class VIII-M Notes only, a fraction equal to (x) 30
divided by (y) the number of days in the related Accrual Period and times (c)
the related Adjustment Fraction. The weighted average of clauses (1) and (2)
above shall be weighted on the basis of the aggregate Stated Principal Balance
of the related Mortgage Loans as of the beginning of the related Due Period and
the aggregate amount on deposit in the related Pre-Funding Account,
respectively.

         On any Payment Date and the Class IX-A Notes, the per annum rate equal
to (a) the weighted average (as described below) of (1) the weighted average of
the Net Mortgage Rates of the HELOC Mortgage Loans in Loan Group IX included in
the trust as of the end of the prior Due Period, weighted on the basis of the
Stated Principal Balances thereof as of the end of the prior Due Period, and (2)
the amount of interest earned on amounts on deposit in the related Pre-Funding
Account from the prior Payment Date to the current Payment Date, expressed as a
percentage of the related Pre-Funded Amount at the end of the prior Due Period
and converted to a per annum rate, weighted on the basis of the related
Pre-Funded Amount as of the end of the related Due Period, times (b) a fraction
equal to (x) 30 divided by (y) the number of days in the related Accrual Period
and times (c) the related Adjustment Fraction. The weighted average of clauses
(1) and (2) above shall be weighted on the basis of the aggregate Stated
Principal Balance of the related HELOC Mortgage Loans as of the beginning of the
related Due Period and the aggregate amount on deposit in the related
Pre-Funding Account, respectively.

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

         BASIC DOCUMENTS: The Trust Agreement, the Certificate of Trust, the
Indenture, the Notes, the Trust Certificates, the HELOC Back-Up Servicing
Agreement, the HELOC Servicing Agreement, the RMBS Master Servicing Agreement,
the RMBS Servicing Agreement, the Mortgage Loan Purchase Agreement, the Cap
Contracts, the Corridor Contract, the Insurance Agreement, the Insurance Policy
and the other documents and certificates delivered in connection with any of the
above.



                                       4
<PAGE>


         BASIC PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Payment Date
and Loan Group I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V,
Loan Group VI, and Loan Group VII, the lesser of (a) the excess of (i) the sum
of the related Available Funds for such Payment Date over (ii) the aggregate
amount of Accrued Note Interest for the Class I-A, Class II-A, Class III-A,
Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M and Class B Notes for
such Payment Date and (b) the related Principal Remittance Amount for the Group
I, Group II, Group III, Group IV, Group V, Group VI, and Group VII Loans for
such Payment Date. With respect to any Payment Date and Loan Group VIII, the
lesser of (a) the excess of (i) the related Available Funds for such Payment
Date over (ii) the aggregate amount of Accrued Note Interest for the Class
VIII-A Notes and Class VIII-M for such Payment Date and (b) the related
Principal Remittance Amount for the Group VIII Loans for such Payment Date.

         BASIS RISK AMOUNT: With respect to each Derivative Contract and each
Payment Date, an amount equal to the sum of (x) the Basis Risk Shortfall
Carry-Forward Amount for the related Class of Notes for such Payment Date and
(y) the product of (i) the Other Basis Risk Amount for such Payment Date and
(ii) a fraction, the numerator of which is the Excess Basis Risk Capacity with
respect to such Derivative Contract for such Payment Date and the denominator of
which is the aggregate Excess Basis Risk Capacity with respect to all Derivative
Contracts for such Payment Date.

         BASIS RISK SHORTFALL: With respect to any Class of LIBOR Notes, except
the Class IX-A Notes, on each Payment Date where clause (iii) of the definition
of "Note Interest Rate" is less than clauses (i) or (ii) of the definition of
"Note Interest Rate," the excess, if any, of (x) the aggregate Accrued Note
Interest thereon for such Payment Date calculated pursuant to the lesser of
clause (i) or (ii) of the definition of Note Interest Rate over (y) Accrued Note
Interest thereon for such Payment Date calculated at the related Available Funds
Rate. With respect to the Class IX-A Notes, on each Payment Date where clause
(y) of the definition of Note Interest Rate is less than clause (x) of the
definition of Note Interest Rate, the excess, if any, of the aggregate Accrued
Note Interest thereon for such Payment Date calculated pursuant to clause (x) of
the definition of Note Interest Rate over Accrued Note Interest thereon for such
Payment Date calculated at the related Available Funds Rate.

         BASIS RISK SHORTFALL CARRY-FORWARD AMOUNT: With respect to each Class
of LIBOR Notes and any Payment Date, as determined separately for each such
Class of Notes, an amount equal to the aggregate amount of Basis Risk Shortfall
for such Notes on such Payment Date, plus any unpaid Basis Risk Shortfall for
such Class of Notes from prior Payment Dates, plus interest thereon at the Note
Interest Rate for such Payment Date for such Class for the related Accrual
Period, to the extent previously unreimbursed by the Net Monthly Excess Cashflow
or payments received by the Indenture Trustee under the Cap Contracts or
Corridor Contract, as applicable.

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



                                       5
<PAGE>


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

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

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

         CAP CONTRACTS: The interest rate Cap Contracts between the Indenture
Trustee (or assigned to the Indenture Trustee) on behalf of the Trust and the
Derivative Counterparty primarily for the benefit of the Class III-A, Class M-1,
Class M-2 and Class M-3 Notes.

         CAP RATE: With respect to each Cap Contract and each Payment Date, the
fixed rate set forth in each Cap Contract used to determine payments to the
Indenture Trustee. With respect to the Corridor Contract and each Payment Date,
the fixed rate set forth in the Corridor Contract used to determine payments to
the Indenture Trustee.

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

         CEILING RATE: With respect to the Corridor Contract and each Payment
Date, the fixed rate set forth in the Corridor Contract used to determine
payments to the Indenture Trustee.

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

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

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

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



                                       6
<PAGE>


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

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

         CERTIFICATES OR TRUST CERTIFICATES: The American Home Mortgage
Investment Trust 2005-1 Trust Certificates, Series 2005-1, evidencing the
beneficial ownership interest in the Issuer and executed by the Owner Trustee in
substantially the form set forth in Exhibit A to the Trust Agreement.

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

         CHARGE-OFF AMOUNT: For any Charged-Off HELOC Mortgage Loan, the amount
of the Stated Principal Balance that has been written down.

         CHARGED-OFF HELOC MORTGAGE LOAN: A HELOC Mortgage Loan with a Stated
Principal Balance that has been written down on the HELOC Servicer's servicing
system in accordance with its policies and procedures and any HELOC Mortgage
Loan that is more than 180 days past due.

         CLASS: Any of the Class A, Class M, Class B, Class VIII-M or Class N
Notes.

         CLASS A NOTES: The Class I-A, Class II-A, Class III-A, Class IV-A,
Class V-A, Class VI-A, Class VII-A, Class VIII-A and Class IX-A Notes in the
form attached as Exhibit A-1 to the Indenture.

         CLASS A PRINCIPAL ALLOCATION FRACTION: For any Payment Date and each
Class of Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A
and Class VII-A Notes, a fraction, (x) the numerator of which is the Principal
Remittance Amount with respect to the Mortgage Loans in the related Loan Group
to be distributed on that Payment Date, and (y) the denominator of which is the
Principal Remittance Amount for all of the Mortgage Loans in Loan Group I, Loan
Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI and Loan
Group VII to be distributed on that Payment Date.

         CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment Date
on or after the related Stepdown Date as long as a related Trigger Event has not
occurred with respect to such Payment Date, an amount equal to the lesser of (A)
the related aggregate Principal Distribution Amount for such Payment Date and
(B) the excess (if any) of (x) the aggregate Note Principal Balance of the Class
I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A and Class VII-A
Notes immediately prior to such Payment Date over (y) the lesser of (a) the
aggregate Stated Principal Balance of the Group I, Group II, Group III, Group
IV, Group V, Group VI and



                                       7
<PAGE>


Group VII Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the related Prepayment Period) multiplied by
approximately 85.10% and (b) the amount, if any, by which (i) the aggregate
Stated Principal Balance of the Group I, Group II, Group III, Group IV, Group V,
Group VI and Group VII Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period) exceeds (ii)
0.35% of the sum of the Group I, Group II, Group III, Group IV, Group V, Group
VI and Group VII Cut-off Date Balances.

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

         CLASS B PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment Date
on or after the Stepdown Date as long as a Trigger Event has not occurred with
respect to such Payment Date, an amount equal to the excess (if any) of (x) the
sum of (i) the aggregate Note Principal Balance of the Class I-A, Class II-A,
Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A and Class M Notes
(after taking into account the distribution of the Class A, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Principal Distribution Amounts on such Payment Date) and (ii) the Note Principal
Balance of the Class B Notes immediately prior to such Payment Date over (y) the
lesser of (a) the aggregate Stated Principal Balance of the Group I, I, Group
II, Group III, Group IV, Group V, Group VI and Group VII Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by approximately 99.30% and (b) the amount, if
any, by which (i) the aggregate Stated Principal Balance of the Group I, Group
II, Group III, Group IV, Group V, Group VI and Group VII Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the sum of the Group I, Group II, Group
III, Group IV, Group V, Group VI and Group VII Cut-off Date Balances.

         CLASS M NOTES: The Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, M-7 and M-8 Notes in the form attached as Exhibit A-2 to the
Indenture.

         CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the related Stepdown Date as long as a related Trigger Event
has not occurred with respect to such Payment Date, an amount equal to the
excess (if any) of (x) the sum of (i) the aggregate Note Principal Balance of
the Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A and
Class VII-A Notes (after taking into account the distribution of the Class A
Principal Distribution Amounts on such Payment Date) and (ii) the Note Principal
Balance of the Class M-1 Notes immediately prior to such Payment Date over (y)
the lesser of (a) the aggregate Stated Principal Balance of the Group I, Group
II, Group III, Group IV, Group V, Group VI and Group



                                       8
<PAGE>


VII Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) multiplied by approximately 93.70% and (b)
the amount, if any, by which (i) the aggregate Stated Principal Balance of the
Group I, Group II, Group III, Group IV, Group V, Group VI and Group VII Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) exceeds (ii) 0.35% of the sum of the Group
I, Group II, Group III, Group IV, Group V, Group VI and Group VII Cut-off Date
Balances.

         CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the related Stepdown Date as long as a related Trigger Event
has not occurred with respect to such Payment Date, an amount equal to the
excess (if any) of (x) the sum of (i) the aggregate Note Principal Balance of
the Class I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class
VII-A and Class M-1 Notes (after taking into account the distribution of the
Class A and Class M-1 Principal Distribution Amounts on such Payment Date) and
(ii) the Note Principal Balance of the Class M-2 Notes immediately prior to such
Payment Date over (y) the lesser of (a) the aggregate Stated Principal Balance
of the Group I, Group II, Group III, Group IV, Group V, Group VI and Group VII
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) multiplied by approximately 96.40% and (b)
the amount, if any, by which (i) the aggregate Stated Principal Balance of the
Group I, Group II, Group III, Group IV, Group V, Group VI and Group VII Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) exceeds (ii) 0.35% of the sum of the Group
I, Group II, Group III, Group IV, Group V, Group VI and Group VII Cut-off Date
Balances.

         CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the Stepdown Date as long as a Trigger Event has not occurred
with respect to such Payment Date, an amount equal to the excess (if any) of (x)
the sum of (i) the aggregate Note Principal Balance of the Class I-A, Class
II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M-1 and
Class M-2 Notes (after taking into account the distribution of the Class A,
Class M-1 and Class M-2 Principal Distribution Amounts on such Payment Date) and
(ii) the Note Principal Balance of the Class M-3 Notes immediately prior to such
Payment Date over (y) the lesser of (a) the aggregate Stated Principal Balance
of the Group I, Group II, Group III, Group IV, Group V, Group VI and Group VII
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) multiplied by approximately 97.10% and (b)
the amount, if any, by which (i)



                                       9
<PAGE>


the aggregate Stated Principal Balance of the Group I, Group II, Group III,
Group IV, Group V, Group VI and Group VII Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the sum of the Group I, Group II, Group
III, Group IV, Group V, Group VI and Group VII Cut-off Date Balances.

         CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the Stepdown Date as long as a Trigger Event has not occurred
with respect to such Payment Date, an amount equal to the excess (if any) of (x)
the sum of (i) the aggregate Note Principal Balance of the Class I-A, Class
II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M-1,
Class M-2 and Class M-3 Notes (after taking into account the distribution of the
Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts on
such Payment Date) and (ii) the Note Principal Balance of the Class M-4 Notes
immediately prior to such Payment Date over (y) the lesser of (a) the aggregate
Stated Principal Balance of the Group I, Group II, Group III, Group IV, Group V,
Group VI and Group VII Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period) multiplied by
approximately 97.50% and (b) the amount, if any, by which (i) the aggregate
Stated Principal Balance of the Group I, Group II, Group III, Group IV, Group V,
Group VI and Group VII Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period) exceeds (ii)
0.35% of the sum of the Group I, Group II, Group III, Group IV, Group V, Group
VI and Group VII Cut-off Date Balances.

         CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the Stepdown Date as long as a Trigger Event has not occurred
with respect to such Payment Date, an amount equal to the excess (if any) of (x)
the sum of (i) the aggregate Note Principal Balance of the Class I-A, Class
II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M-1,
Class M-2, Class M-3 and Class M-4 Notes (after taking into account the
distribution of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4
Principal Distribution Amounts on such Payment Date) and (ii) the Note Principal
Balance of the Class M-5 Notes immediately prior to such Payment Date over (y)
the lesser of (a) the aggregate Stated Principal Balance of the Group I, Group
II, Group III, Group IV, Group V, Group VI and Group VII Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by approximately 97.90% and (b) the amount, if
any, by which (i) the aggregate Stated Principal Balance of the Group I, Group
II, Group III, Group IV, Group V, Group VI and Group VII Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for



                                       10
<PAGE>


Realized Losses incurred during the related Prepayment Period) exceeds (ii)
0.35% of the sum of the Group I, Group II, Group III, Group IV, Group V, Group
VI and Group VII Cut-off Date Balances.

         CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the Stepdown Date as long as a Trigger Event has not occurred
with respect to such Payment Date, an amount equal to the excess (if any) of (x)
the sum of (i) the aggregate Note Principal Balance of the Class I-A, Class
II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Notes (after taking into account
the distribution of the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and
Class M-5 Principal Distribution Amounts on such Payment Date) and (ii) the Note
Principal Balance of the Class M-6 Notes immediately prior to such Payment Date
over (y) the lesser of (a) the aggregate Stated Principal Balance of the Group
I, Group II, Group III, Group IV, Group V, Group VI and Group VII Loans as of
the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) multiplied by approximately 98.30% and (b)
the amount, if any, by which (i) the aggregate Stated Principal Balance of the
Group I, Group II, Group III, Group IV, Group V, Group VI and Group VII Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) exceeds (ii) 0.35% of the sum of the Group
I, Group II, Group III, Group IV, Group V, Group VI and Group VII Cut-off Date
Balances.

         CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the Stepdown Date as long as a Trigger Event has not occurred
with respect to such Payment Date, an amount equal to the excess (if any) of (x)
the sum of (i) the aggregate Note Principal Balance of the Class I-A, Class
II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Notes (after taking
into account the distribution of the Class A, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5 and Class M-6 Principal Distribution Amounts on such
Payment Date) and (ii) the Note Principal Balance of the Class M-7 Notes
immediately prior to such Payment Date over (y) the lesser of (a) the aggregate
Stated Principal Balance of the Group I, Group II, Group III, Group IV, Group V,
Group VI and Group VII Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period) multiplied by
approximately 98.70% and (b) the amount, if any, by which (i) the aggregate
Stated Principal Balance of the Group I, Group II, Group III, Group IV, Group V,
Group VI and Group VII Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period) exceeds (ii)
0.35% of the sum of the Group I, Group II, Group III, Group IV, Group V, Group
VI and Group VII Cut-off Date Balances.



                                       11
<PAGE>


         CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the Stepdown Date as long as a Trigger Event has not occurred
with respect to such Payment Date, an amount equal to the excess (if any) of (x)
the sum of (i) the aggregate Note Principal Balance of the Class I-A, Class
II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Notes (after
taking into account the distribution of the Class A, Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Principal Distribution
Amounts on such Payment Date) and (ii) the Note Principal Balance of the Class
M-8 Notes immediately prior to such Payment Date over (y) the lesser of (a) the
aggregate Stated Principal Balance of the Group I, Group II, Group III, Group
IV, Group V, Group VI and Group VII Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Prepayment
Period) multiplied by approximately 99.00% and (b) the amount, if any, by which
(i) the aggregate Stated Principal Balance of the Group I, Group II, Group III,
Group IV, Group V, Group VI and Group VII Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the sum of the Group I, Group II, Group
III, Group IV, Group V, Group VI and Group VII Cut-off Date Balances.

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

         CLASS II-A NOTES:  The Class II-A-1 Notes and Class II-A-2 Notes.

         CLASS III-A NOTES:  The Class III-A-1 Notes and Class III-A-2 Notes.

         CLASS IV-A NOTES:  The Class IV-A-1 Notes and Class IV-A-2 Notes.

         CLASS V-A NOTES:   The Class V-A-1 Notes and Class VII-A-2 Notes.

         CLASS VII-A NOTES:  The Class VII-A-1 Notes and Class VII-A-2 Notes.

         CLASS VIII-A NOTES:  The Class VIII-A-1 and Class VIII-A-2 Notes.

         CLASS VIII-A PRINCIPAL DISTRIBUTION AMOUNT: For any applicable Payment
Date on or after the related Stepdown Date as long as a related Trigger Event
has not occurred with respect to such Payment Date, an amount equal to the
lesser of (A) the related aggregate Principal Distribution Amount for such
Payment Date and (B) the excess (if any) of (x) the aggregate Note Principal
Balance of the Class VIII-A Notes immediately prior to such Payment Date over
(y) the lesser of (a) the aggregate Stated Principal Balance of the Group VIII
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) multiplied by approximately 85.30% and (b)
the amount, if any, by which (i) the aggregate Stated Principal Balance of the
Group VIII Loans as of the last



                                       12
<PAGE>


day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the Group VIII Cut-off Date Balance.

         CLASS VIII-M NOTES: The Class VIII-M-1, Class VIII-M-2, Class VIII-M-3,
Class VIII-M-4, Class VIII-M-5 and Class VIII-M-6 Notes.

         CLASS VIII-M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable
Payment Date on or after the related Stepdown Date as long as a related Trigger
Event has not occurred with respect to such Payment Date, an amount equal to the
excess (if any) of (x) the sum of (i) the aggregate Note Principal Balance of
the Class VIII-A Notes (after taking into account the distribution of the Class
VIII-A Principal Distribution Amount on such Payment Date) and (ii) the Note
Principal Balance of the Class VIII-M-1 Notes immediately prior to such Payment
Date over (y) the lesser of (a) the aggregate Stated Principal Balance of the
Group VIII Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the related Prepayment Period) multiplied by
approximately 95.30% and (b) the amount, if any, by which (i) the aggregate
Stated Principal Balance of the Group VIII Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the Group VIII Cut-off Date Balance.

         CLASS VIII-M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable
Payment Date on or after the related Stepdown Date as long as a related Trigger
Event has not occurred with respect to such Payment Date, an amount equal to the
excess (if any) of (x) the sum of (i) the aggregate Note Principal Balance of
the Class VIII-A Notes and Class VIII-M-1 Notes (after taking into account the
distribution of the Class VIII-A and Class VIII-M-1 Principal Distribution
Amounts on such Payment Date) and (ii) the Note Principal Balance of the Class
VIII-M-2 Notes immediately prior to such Payment Date over (y) the lesser of (a)
the aggregate Stated Principal Balance of the Group VIII Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by approximately 97.40% and (b) the amount, if
any, by which (i) the aggregate Stated Principal Balance of the Group VIII Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) exceeds (ii) 0.35% of the Group VIII
Cut-off Date Balance.

         CLASS VIII-M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable
Payment Date on or after the related Stepdown Date as long as a related Trigger
Event has not occurred with respect



                                       13
<PAGE>


to such Payment Date, an amount equal to the excess (if any) of (x) the sum of
(i) the aggregate Note Principal Balance of the Class VIII-A, Class VIII-M-1 and
Class VIII-M-2 Notes (after taking into account the distribution of the Class
VIII-A, Class VIII-M-1 and Class VIII-M-2 Principal Distribution Amounts on such
Payment Date) and (ii) the Note Principal Balance of the Class VIII-M-3 Notes
immediately prior to such Payment Date over (y) the lesser of (a) the aggregate
Stated Principal Balance of the Group VIII Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by approximately 97.80% and (b) the amount, if
any, by which (i) the aggregate Stated Principal Balance of the Group VIII Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) exceeds (ii) 0.35% of the Group VIII
Cut-off Date Balance.

         CLASS VIII-M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable
Payment Date on or after the related Stepdown Date as long as a related Trigger
Event has not occurred with respect to such Payment Date, an amount equal to the
excess (if any) of (x) the sum of (i) the aggregate Note Principal Balance of
the Class VIII-A, Class VIII-M-1, Class VIII-M-2 and Class VIII-M-3 Notes (after
taking into account the distribution of the Class VIII-A, Class VIII-M-1, Class
VIII-M-2 and Class VIII-M-3 Principal Distribution Amounts on such Payment Date)
and (ii) the Note Principal Balance of the Class VIII-M-4 Notes immediately
prior to such Payment Date over (y) the lesser of (a) the aggregate Stated
Principal Balance of the Group VIII Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Prepayment
Period) multiplied by approximately 98.90% and (b) the amount, if any, by which
(i) the aggregate Stated Principal Balance of the Group VIII Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the Group VIII Cut-off Date Balance.

         CLASS VIII-M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable
Payment Date on or after the related Stepdown Date as long as a related Trigger
Event has not occurred with respect to such Payment Date, an amount equal to the
excess (if any) of (x) the sum of (i) the aggregate Note Principal Balance of
the Class VIII-A, Class VIII-M-1, Class VIII-M-2, Class VIII-M-3 and Class
VIII-M-4 Notes (after taking into account the distribution of the Class VIII-A,
the Class VIII-M-1, Class VIII-M-2, Class VIII-M-3 and Class VIII-M-4 Principal
Distribution Amounts on such Payment Date) and (ii) the Note Principal Balance
of the Class VIII-M-5 Notes immediately prior to such Payment Date over (y) the
lesser of (a) the aggregate Stated Principal Balance of the Group VIII Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period)



                                       14
<PAGE>


multiplied by approximately 99.10% and (b) the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Group VIII Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the Group VIII Cut-off Date Balance.

         CLASS VIII-M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any applicable
Payment Date on or after the related Stepdown Date as long as a related Trigger
Event has not occurred with respect to such Payment Date, an amount equal to the
excess (if any) of (x) the sum of (i) the aggregate Note Principal Balance of
the Class VIII-A, Class VIII-M-1, Class VIII-M-2, Class VIII-M-3, Class VIII-M-4
and Class VIII-M-5 Notes (after taking into account the distribution of the
Class VIII-A, Class VIII-M-1, Class VIII-M-2, Class VIII-M-3, Class VIII-M-4 and
Class VIII-M-5 Principal Distribution Amounts on such Payment Date) and (ii) the
Note Principal Balance of the Class VIII-M-6 Notes immediately prior to such
Payment Date over (y) the lesser of (a) the aggregate Stated Principal Balance
of the Group VIII Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period) multiplied by
approximately 99.30% and (b) the amount, if any, by which (i) the aggregate
Stated Principal Balance of the Group VIII Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the Group VIII Cut-off Date Balance.

         CLASS IX-A NOTES:  The Class IX-A Notes.

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

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

         CLOSING DATE: March 23, 2005.

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

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

         COLLECTION ACCOUNT: The account or accounts created and maintained by
the HELOC Servicer pursuant to Section 3.06 of the HELOC Servicing Agreement.
Each Collection Account shall be an Eligible Account.

         COMBINED LOAN-TO-VALUE RATIO OR CLTV: With respect to any HELOC
Mortgage Loan, the sum of the Credit Limit of such HELOC Mortgage Loan at the
time such HELOC Mortgage Loan was originated or at the time such HELOC Mortgage
Loan is modified pursuant to Section



                                       15
<PAGE>


3.01 of the HELOC Servicing Agreement and the outstanding principal balance of
the Senior Lien(s), if any, as of the date of origination of the HELOC Mortgage
Loan, divided by the Appraised Value.

         COMMISSION: The Securities and Exchange Commission.

         COMPENSATING INTEREST: With respect to any Payment Date as determined
separately for each Loan Group, the amount of any Prepayment Interest Shortfalls
resulting from prepayments in full or in part during the preceding calendar
month on the related Mortgage Loans, excluding HELOC Mortgage Loans, but only to
the extent such Prepayment Interest Shortfalls do not exceed the RMBS Servicing
Fee for such Payment Date or amounts paid or required to be paid by the RMBS
Master Servicer in respect of such shortfalls for such Payment Date pursuant to
Section 4.05 of the RMBS Master Servicing Agreement. There shall be no
obligation to pay Compensating Interest with respect to any HELOC Mortgage Loan.

         CONFORMING BALANCE: A Mortgage Loan has a Conforming Balance if it is
secured by a single family property with a maximum original principal balance of
$359,650 or less for all Mortgage Loans other than those originated in Alaska
and Hawaii, for which the maximum balance is $539,475. For Mortgage Loans
secured by two-, three- and four-family properties the maximum balance is
$460,400, $556,500 or $691,600, respectively, or $690,600, $834,750 and
$1,037,400, respectively, if the property is located in Alaska or Hawaii.

         CORPORATE TRUST OFFICE: With respect to the Indenture Trustee, the
principal corporate trust office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of the execution of this instrument is located at 1761 East St.
Andrew Place, Santa Ana, California 92705, Attention: Trust Administration
AH0501. The Indenture Trustee shall notify all Noteholders of any change in the
location of the Corporate Trust Office. With respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee at which at any particular
time its corporate trust business shall be administered, which office at the
date of the execution of this Trust Agreement is located at Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19801, Attention: American Home Mortgage Investment Trust 2005-1.

         CORRIDOR CONTRACT: The interest rate corridor contract between the
Indenture Trustee (or assigned to the Indenture Trustee) on behalf of the Trust
and the Derivative Counterparty primarily for the benefit of the Class I-A
Notes.

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

         CREDIT ENHANCEMENT PERCENTAGE: With respect to the Class I-A, Class
II-A, Class III-A, Class IV-A, Class V-A, Class VI-A and Class VII-A Notes and
any Payment Date, the percentage equivalent of a fraction, the numerator of
which is (a) the sum of the aggregate Note Principal Balance of the Class M
Notes and Class B Notes and the related Overcollateralized Amount and the
denominator of which is (b) the aggregate Stated Principal Balance of the
related mortgage loans at the end of the related Due Period. With respect to the
Class VIII-A Notes and any Payment Date, the percentage equivalent of a
fraction, the numerator of which is (a) the sum of the aggregate Note Principal
Balance of the Class VIII-M Notes and the related



                                       16
<PAGE>


Overcollateralized Amount and the denominator of which is (b) the aggregate
Stated Principal Balance of the related mortgage loans at the end of the related
Due Period.

         CREDIT LIMIT: With respect to any HELOC Mortgage Loan, the maximum
unpaid principal balance permitted under the terms of the related Mortgage Note.

         CREDIT LINE AGREEMENT: With respect to any HELOC Mortgage Loan, the
credit line account agreement executed by the related Mortgagor and any
amendment or modification thereof.

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

         CUT-OFF DATE: With respect to the initial Mortgage Loans and initial
HELOC Mortgage Loans, March 1, 2005, and with respect to the subsequent Mortgage
Loans or subsequent HELOC Mortgage Loans, the applicable Subsequent Cut-off
Date.

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

         CUT-OFF DATE PRINCIPAL BALANCE: With respect to any Mortgage Loan that
is not a HELOC Mortgage Loan, the unpaid principal balance thereof as of the
Cut-off Date after applying the principal portion of Monthly Payments due on or
before such date, whether or not received, and without regard to any payments
due after such date. With respect to any HELOC Mortgage Loan, the unpaid
principal balance thereof as of the Cut-off Date.

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

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

         DEFAULT PENALTY RATE BALANCE: The Stated Principal Balance of any HELOC
Mortgage Loan with respect to which the Default Penalty Rate Feature is in
effect.

         DEFAULT PENALTY RATE FEATURE: An feature that permits the HELOC
Servicer to increase the HELOC Loan Rate on a Delinquent HELOC Mortgage Loan.

         DEFICIENCY AMOUNT: With respect to any Payment Date, the sum of (i) the
Guaranteed Interest Payment, excluding any Relief Act Shortfalls, Basis Risk
Shortfalls or Basis Risk Shortfall Carry-Forward Amount for such Payment Date,
and (ii) the Guaranteed Principal Payment Amount.



                                       17
<PAGE>


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

         DEFINITIVE NOTES: The meaning specified in Section 4.06 of the
Indenture.

         DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced with
an Eligible Substitute Mortgage Loan.

         DELINQUENCY RATE: For any month, the fraction, expressed as a
percentage, the numerator of which is the aggregate outstanding principal
balance of all Mortgage Loans 60 or more days delinquent, or, in the case of any
HELOC Mortgage Loans, 90 or more days delinquent (including all foreclosures,
Mortgage Loans subject to bankruptcy proceedings and REO Properties) as of the
close of business on the last day of such month, as reported by the applicable
Servicer to the Securities Administrator, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans or HELOC Mortgage
Loans, as applicable, as of the close of business on the last day of such month.

         DELINQUENT HELOC MORTGAGE LOAN: A HELOC Mortgage Loan is delinquent or
is a Delinquent HELOC Mortgage Loan, as reported by the applicable Servicer to
the Securities Administrator, if the Monthly Payment due thereon is not received
by the close of business on the day the related Monthly Payment is scheduled to
be made in accordance with the related Mortgage Note and until such delinquency
is subsequently cured.

         DEPOSITOR: American Home Mortgage Securities LLC, a Delaware
corporation, or its successor in interest.

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

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

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

         DERIVATIVE CONTRACTS: Any of the Cap Contracts and the Corridor
Contract.

         DERIVATIVE CONTRACT FORMULA AMOUNT: With respect to each Derivative
Contract and any Payment Date, an amount determined by the Derivative
Counterparty and provided to the Securities Administrator no later than 5
Business Days prior to each Payment Date, equal to the product of (i) the
excess, if any, of (x) (A) in the case of each Cap Contract, One-Month LIBOR (as
determined pursuant to the Cap Contract) and (B) in the case of the Corridor
Contract, the lesser of (1) MTA (as determined pursuant to the Corridor
Contract) and (2) 11.00% per annum,



                                       18
<PAGE>


over (y) the related Cap Rate for such Payment Date, and (ii) an amount equal to
the related notional balance for such Payment Date (which will be the lesser of
(a) the notional balance on the related schedule for such Payment Date and (b)
the aggregate Note Principal Balance of the related Class of Notes as of such
Payment Date) and (iii) the actual number of days in the related Accrual Period,
divided by 360.

         DERIVATIVE COUNTERPARTY: The New York Branch of Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., generally known as "Rabobank Nederland" and/or
"Rabobank International", a branch licensed by the New York State Superintendent
of Banks.

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

         DRAW: With respect to any HELOC Mortgage Loan, an additional borrowing
by the related Mortgagor subsequent to the Cut-off Date in accordance with the
related Mortgage Note.

         DRAW PERIOD: With respect to any HELOC Mortgage Loan, the period during
which the related Mortgagor is permitted to make Draws.

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

         DUE PERIOD: With respect to any Payment Date and the Mortgage Loans,
the period commencing on the second day of the month immediately preceding the
month in which such Payment Date occurs and ending on the first day of the month
in which such Payment Date occurs, and in the case of the HELOC Mortgage Loans,
the period commencing on the 11th of the month immediately preceding the month
in which such Payment Date occurs and ending on the 10th day of the month in
which such Payment Date occurs.

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



                                       19
<PAGE>


obligations are rated F-1 by Fitch Ratings, P-1 by Moody's and A-1 by Standard &
Poor's or better and their long term debt obligations are rated A by Fitch
Ratings, A2 by Moody's and A by Standard & Poor's or better, or (iv) an account
or accounts of a depository institution acceptable to the Rating Agencies as
evidenced in writing by the Rating Agencies that use of any such account as the
Collection Account, Protected Account or the Payment Account will not reduce the
rating assigned to any of the Securities by such Rating Agency below investment
grade.

         ELIGIBLE INVESTMENTS: One or more of the following:

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

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

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

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

                           (v)      a money market fund or a qualified
         investment fund rated by Moody's in its highest long-term ratings
         available and rated AAAm or AAAm-G by Standard & Poor's, including any
         such funds for which Deutsche Bank National Trust



                                       20
<PAGE>


         Company (or any successor Indenture Trustee) or the Securities
         Administrator or any affiliate thereof serves as an investment advisor,
         manager, administrator, shareholder, servicing agent, and/or custodian
         or sub-custodian; and

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

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

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

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

         ELIGIBLE SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in an Officer's Certificate delivered to the Indenture Trustee, (i)
have an outstanding principal balance, after deduction of the principal portion
of the monthly payment due in the month of substitution (or in the case of a
substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after such deduction), not in excess of
the outstanding principal balance of the Deleted Mortgage Loan (the amount of
any shortfall to be deposited by the Seller in the related Collection Account in
the month of substitution); (ii) comply with each non-statistical representation
and warranty set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement
as of the date of substitution; (iii) have a Mortgage Rate no lower than and not
more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage
Loan as of the date of substitution; (iv) have a Loan-to-Value Ratio, or
Combined-Loan-to-Value Ratio in the case of a HELOC Mortgage Loan, at the time
of substitution no higher than that of the Deleted Mortgage Loan at the time of
substitution; (v) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage Loan; (vi) not be
30 days or more delinquent; (vii) be an adjustable-rate first lien Mortgage
Loan, if being substituted for an ARM Loan; (viii) be a fixed-rate first lien
Mortgage Loan, if being substituted for a Fixed Rate Loan; (ix) in the case of a
HELOC Mortgage Loan, have a Maximum Mortgage Rate based on the Index, determined
in accordance with then current underwriting standards; (x) in the case of a
HELOC Mortgage Loan, have a Margin that is not less than the Margin of the
Deleted Mortgage Loan and not more than 1% higher than the Margin for the
Deleted Mortgage Loan and (xi) in the case of a HELOC Mortgage Loan, have a
Mortgage of the same or higher level of priority as the Mortgage relating to the
Deleted Mortgage Loan as of the date of substitution.



                                       21
<PAGE>


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

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

         EVENT OF MASTER SERVICER TERMINATION: With respect to the RMBS Master
Servicing Agreement, a Servicing Default as defined in Section 6.01 of the RMBS
Master Servicing Agreement.

         EXCESS BASIS RISK CAPACITY: With respect to each Derivative Contract
and any Payment Date, an amount equal to the excess, if any, of the Derivative
Contract Formula Amount with respect to such Derivative Contract for such
Payment Date over the Basis Risk Shortfall Carry-Forward Amount with respect to
the related Class of Notes for such Payment Date.

         EXCESS BASIS RISK SHORTFALL CARRY-FORWARD AMOUNT: With respect to the
Class I-A, Class III-A, Class M-1, Class M-2 or Class M-3 Notes for any Payment
Date, an amount equal to the excess, if any, of the Basis Risk Shortfall
Carry-Forward Amount with respect to such Class of Notes for such Payment Date
over the Derivative Contract Formula Amount with respect to the related
Derivative Contract for such Payment Date.

         EXCESS DERIVATIVE PAYMENT AMOUNT: For any Payment Date, the sum of (a)
the excess of amounts payable from the Corridor Contract on that Payment Date
over the amount of Basis Risk Shortfall Carry-Forward Amounts payable to the
Class I-A Notes on that Payment Date and (b) the excess of amounts payable from
the Cap Contracts on that Payment Date over the amount of Basis Risk Shortfall
Carry-Forward Amounts payable to the related Class III-A, Class M-1, Class M-2
and Class M-3 Notes on that Payment Date.

         EXCESS OVERCOLLATERALIZATION AMOUNT: For any Payment Date and Loan
Group IX the amount by which the related Overcollateralized Amount, assuming the
full Investor Principal Distribution Amount was paid on the Class IX-A Notes for
such Payment Date, exceeds the related Overcollateralization Target Amount;
provided, however, that following the occurrence of a Rapid Amortization Event
the Excess Overcollateralization Amount shall be zero.



                                       22
<PAGE>


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

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

         FANNIE MAE: Fannie Mae (formerly, the Federal National Mortgage
Association), or any successor thereto.

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

         FINAL CERTIFICATION: The final certification delivered by the Custodian
pursuant to Section 2.03(a)(i) of the Indenture and in the form attached as
Exhibit Two thereto.

         FINAL SCHEDULED PAYMENT DATE: With respect to each Class of Notes,
other than the Class VIII-A Notes, Class VIII-M Notes and Class IX-A Notes, the
Payment Date in June 2045. With respect to the Class VIII-A Notes and the Class
VIII-M Notes, the Payment Date in June 2035. With respect to the Class IX-A
Notes, the Trust shall terminate upon notice to the Indenture Trustee of the
later of (A) payment in full of all amounts owing on the Class IX-A Notes and to
the Insurer unless the Insurer shall otherwise consent and (B) the earliest of
(i) the final payment or other liquidation of the last HELOC Mortgage Loan
remaining in the Trust; (ii) the optional purchase by the Holder of the Trust
Certificates, or, if there is no single Holder, the majority Holder of the Trust
Certificates, of the HELOC Mortgage Loans and (iii) the Payment Date in June
2030.

         FIXED RATE LOANS: At any time, collectively, all the Mortgage Loans,
excluding HELOC Mortgage Loans, which have fixed Mortgage Rates.

         FIXED HELOC MORTGAGE LOAN RATE BALANCES: The aggregate Stated Principal
Balance of all Fixed Teaser Rate Balances and Locked Balances.

         FIXED TEASER RATE BALANCE: The Stated Principal Balance of any HELOC
Mortgage Loan with respect to which the Fixed Teaser Rate is in effect.

         FIXED TEASER RATE: With respect to any HELOC Mortgage Loan that permits
the Mortgagor to pay an initial fixed rate of interest on such HELOC Mortgage
Loan for three to five months prior to such HELOC Mortgage Loan converting to a
variable rate of interest, the fixed interest rate in effect for such three to
five month period.

         FLOATING ALLOCATION PERCENTAGE: For any Payment Date, the percentage
equivalent of a fraction with a numerator of the Invested Amount at the end of
the previous Due Period (in the case of the first Payment Date, the Invested
Amount as of the Closing Date) and a denominator equal to the sum of (i) the
Group IX Pool Balance and (ii) the Group IX Pre-Funded Amount, in each case at
the end of the previous Due Period (in the case of the first Payment Date, the
Group IX Cut-off Date Balance), provided such percentage shall not be greater
than 100%.

         FORECLOSURE PROFIT: With respect to a Liquidated Mortgage Loan that is
not a HELOC Mortgage Loan, the amount, if any, by which (i) the aggregate of its
Net Liquidation Proceeds exceeds (ii) the related Stated Principal Balance (plus
accrued and unpaid interest thereon at the



                                       23
<PAGE>


applicable Mortgage Rate from the date interest was last paid through the date
of receipt of the final Liquidation Proceeds) of such Liquidated Mortgage Loan
immediately prior to the final recovery of its Liquidation Proceeds. With
respect to a Liquidated Mortgage Loan that is a HELOC Mortgage Loan, the amount,
if any, by which (i) the related aggregate Net Recoveries exceed (ii) the
related Stated Principal Balance (without giving effect to any reduction thereto
in respect of any prior Charge-Off Amounts) immediately prior to receipt of the
final Recoveries plus accrued and unpaid interest thereon at the applicable
Mortgage Rate from the date interest was last paid through the date of receipt
of the final Recoveries.

         FREDDIE MAC: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation), or any successor thereto.

         FUNDING PERIOD: With respect to the Group I Loans, the period from the
Closing Date until the earlier of (i) the date on which the amount on deposit in
the Group I Pre-Funding Account is reduced to less than $50,000, (ii) an RMBS
Servicer Servicing Default or (iii) April 30, 2005. With respect to the Group II
Loans, the period from the Closing Date until the earlier of (i) the date on
which the amount on deposit in the Group II Pre-Funding Account is reduced to
less than $50,000, (ii) an RMBS Servicer Servicing Default or (iii) April 30,
2005. With respect to the Group III Loans, the period from the Closing Date
until the earlier of (i) the date on which the amount on deposit in the Group
III Pre-Funding Account is reduced to less than $50,000, (ii) an RMBS Servicer
Servicing Default or (iii) April 30, 2005. With respect to the Group IV Loans,
the period from the Closing Date until the earlier of (i) the date on which the
amount on deposit in the Group IV Pre-Funding Account is reduced to less than
$50,000, (ii) RMBS Servicer Servicing Default or (iii) April 30, 2005. With
respect to the Group V Loans, the period from the Closing Date until the earlier
of (i) the date on which the amount on deposit in the Group V Pre-Funding
Account is reduced to less than $50,000, (ii) RMBS Servicer Servicing Default or
(iii) April 30, 2005. With respect to the Group VI Loans, the period from the
Closing Date until the earlier of (i) the date on which the amount on deposit in
the Group VI Pre-Funding Account is reduced to less than $50,000, (ii) RMBS
Servicer Servicing Default or (iii) April 30, 2005. With respect to the Group
VII Loans, the period from the Closing Date until the earlier of (i) the date on
which the amount on deposit in the Group VII Pre-Funding Account is reduced to
less than $50,000, (ii) RMBS Servicer Servicing Default or (iii) April 30, 2005.
With respect to the Group VIII Loans, the period from the Closing Date until the
earlier of (i) the date on which the amount on deposit in the Group VIII
Pre-Funding Account is reduced to less than $50,000, (ii) an RMBS Servicer
Servicing Default or (iii) April 30, 2005. With respect to the Group IX HELOCs,
the period from the Closing Date until the earlier of (i) the date on which the
amount on deposit in the Group IX Pre-Funding Account is reduced to less than
$50,000, (ii) a HELOC Servicer Servicing Default or (iii) April 30, 2005.

         GRANT: Pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to the
Indenture. A Grant of the Collateral or of any other agreement or instrument
shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of such collateral or other agreement or instrument and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and



                                       24
<PAGE>


options, to bring proceedings in the name of the granting party or otherwise,
and generally to do and receive anything that the granting party is or may be
entitled to do or receive thereunder or with respect thereto.

         GROSS MARGIN: With respect to any ARM Loan, the percentage set forth as
the "Gross Margin" for such Mortgage Loan on the Mortgage Loan Schedule, as
adjusted from time to time in accordance with the terms of the RMBS Servicing
Agreement.

         GROUP I AVAILABLE FUNDS: For any Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group I Loans. The Group I Available Funds
generally includes: (1) all previously undistributed payments on account of
principal (including the principal portion of Monthly Payments, Principal
Prepayments and the principal amount of Net Liquidation Proceeds) and all
previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date from the Group I
Loans and (2) any Monthly Advances and Compensating Interest Payments on the
Group I Loans made by the RMBS Servicer for such Payment Date and (3) any
amounts reimbursed by the RMBS Servicer, the Indenture Trustee or the Securities
Administrator in connection with losses on certain eligible investments in the
Protected Accounts, Securities Administrator Collection Account or Payment
Account, as applicable, (4) amounts transferred from the Group I Interest
Coverage Account and, at the end of the Funding Period, any excess amounts
transferred from the Group I Pre-Funding Account, and (5) interest earned on
amounts on deposit in the Group I Pre-Funding Account, and is net of (6) fees
payable to, and other amounts reimbursable to, the Indenture Trustee, RMBS
Master Servicer, the RMBS Servicer, the Securities Administrator and the Owner
Trustee and other amounts as provided in the Agreements allocable to the Group I
Loans, or, if any such reimbursable amounts are not allocable to the Group I
Loans, then the Group I Loans' pro rata share of such amounts. For purposes of
this definition, "pro rata share" shall be a fraction, the numerator of which is
equal to the aggregate of the Stated Principal Balance of the Group I Loans for
such Payment Date and the denominator of which is equal to the Pool Balance for
such Payment Date.

         GROUP I CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group I Loans as of the Cut-off Date and (y) the Group
I Original Pre-Funded Amount.

         GROUP I INTEREST COVERAGE ACCOUNT: A trust account that the Indenture
Trustee will establish pursuant to Section 3.31 of the Indenture for the benefit
of the Class I-A, Class M and Class B Notes. The amount to be deposited in the
Group I Interest Coverage Account on the Closing Date will be $296,987.43.

         GROUP I LOAN: A Mortgage Loan in Loan Group I.

         GROUP I ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the Group I
Pre-Funding Account on the Closing Date by the Depositor, which will be
$103,659,226.

         GROUP I PRE-FUNDED AMOUNT: The amount on deposit in the Group I
Pre-Funding Account on any date of determination.



                                       25
<PAGE>


         GROUP I PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee for the benefit of the Class I-A, Class M and Class B Notes and funded
on the Closing Date by the Depositor with the Group I Original Pre-Funded
Amount.

         GROUP I SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the Depositor
to the Trust Estate pursuant to Section 2.05 of the Indenture, such Mortgage
Loan being identified on the related Mortgage Loan Schedule attached to the
Group I Subsequent Transfer Instrument.

         GROUP I SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group I Subsequent Mortgage Loans.

         GROUP I SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group I
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between American Home Mortgage Securities,
LLC, as depositor, and Deutsche Bank National Trust Company, as indenture
trustee.

         GROUP II AVAILABLE FUNDS: For any Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group II Loans. The Group II Available Funds
generally includes: (1) all previously undistributed payments on account of
principal (including the principal portion of Monthly Payments, Principal
Prepayments and the principal amount of Net Liquidation Proceeds) and all
previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date from the Group II
Loans and (2) any Monthly Advances and Compensating Interest Payments on the
Group II Loans made by the RMBS Servicer for such Payment Date and (3) any
amounts reimbursed by the RMBS Servicer, the Indenture Trustee or the Securities
Administrator in connection with losses on certain eligible investments in the
Protected Accounts, Securities Administrator Collection Account or Payment
Account, as applicable, (4) amounts transferred from the Group II Interest
Coverage Account and, at the end of the Funding Period, any excess amounts
transferred from the Group II Pre-Funding Account, and (5) interest earned on
amounts on deposit in the Group II Pre-Funding Account, and is net of (6) fees
payable to, and other amounts reimbursable to the Indenture Trustee, the RMBS
Master Servicer, the RMBS Servicer, the Securities Administrator, the Owner
Trustee and other amounts as provided in the Basic Documents allocable to the
Group II Loans, or, if any such reimbursable amounts are not allocable to the
Group II Loans, then the Group II Loans' pro rata share of such amounts. For
purposes of this definition, "pro rata share" shall be a fraction, the numerator
of which is equal to the aggregate of the Stated Principal Balance of the Group
II Loans for such Payment Date and the denominator of which is equal to the Pool
Balance for such Payment Date.

         GROUP II CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group II Loans as of the Cut-off Date and (y) the Group
II Original Pre-Funded Amount.

         GROUP II INTEREST COVERAGE ACCOUNT: A trust account that the Indenture
Trustee will establish pursuant to Section 3.31 of the Indenture for the benefit
of the Class II-A, Class M and



                                       26
<PAGE>


Class B Notes. The amount to be deposited in the Group II Interest Coverage
Account on the Closing date will be $192,081.21.

         GROUP II LOAN: A Mortgage Loan in Loan Group II.

         GROUP II ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the Group
II Pre-Funding Account on the Closing Date by the Depositor, which will be
$67,851,671.

         GROUP II PRE-FUNDED AMOUNT: The amount on deposit in the Group II
Pre-Funding Account on any date of determination.

         GROUP II PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee for the benefit of the Class II-A, Class M and Class B Notes and funded
on the Closing Date by the Depositor with the Group II Original Pre-Funded
Amount.

         GROUP II SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the
Depositor to the Trust Estate pursuant to Section 2.06 of the Indenture, such
Mortgage Loan being identified on the related Mortgage Loan Schedule attached to
the Group II Subsequent Transfer Instrument.

         GROUP II SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group II Subsequent Mortgage Loans.

         GROUP II SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group II
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between American Home Mortgage Securities,
LLC, as depositor, and Deutsche Bank National Trust Company, as indenture
trustee.

         GROUP III AVAILABLE FUNDS: For any Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group III Loans. The Group III Available
Funds generally includes: (1) all previously undistributed payments on account
of principal (including the principal portion of Monthly Payments, Principal
Prepayments and the principal amount of Net Liquidation Proceeds) and all
previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date from the Group
III Loans and (2) any Monthly Advances and Compensating Interest Payments on the
Group III Loans made by the RMBS Servicer for such Payment Date and (3) any
amounts reimbursed by the RMBS Servicer, the Indenture Trustee or the Securities
Administrator in connection with losses on certain eligible investments in the
Protected Accounts, Securities Administrator Collection Account or Payment
Account, as applicable, (4) amounts transferred from the Group III Interest
Coverage Account and, at the end of the Funding Period, any excess amounts
transferred from the Group III Pre-Funding Account, and (5) interest earned on
amounts on deposit in the Group III Pre-Funding Account, and is net of (6) fees
payable to, and other amounts reimbursable to the Indenture Trustee, the RMBS
Master Servicer, the RMBS Servicer, the Securities Administrator, the Owner
Trustee and other amounts as provided in the Agreements allocable to the Group
III Loans, or, if any such reimbursable amounts are not allocable to the Group
III Loans, then the



                                       27
<PAGE>


Group III Loans' pro rata share of such amounts. For purposes of this
definition, "pro rata share" shall be a fraction, the numerator of which is
equal to the aggregate of the Stated Principal Balance of the Group III Loans
for such Payment Date and the denominator of which is equal to the Pool Balance
for such Payment Date.

         GROUP III CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group III Loans as of the Cut-off Date and (y) the
Group III Original Pre-Funded Amount.

         GROUP III INTEREST COVERAGE ACCOUNT: A trust account that the Indenture
Trustee will establish pursuant to Section 3.31 of the Indenture for the benefit
of the Class III-A, Class M and Class B Notes. The amount to be deposited in the
Group III Interest Coverage Account on the Closing date will be $198,316.69.

         GROUP III LOAN: A Mortgage Loan in Loan Group III.

         GROUP III ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the Group
III Pre-Funding Account on the Closing Date by the Depositor, which will be
$69,923,738.

         GROUP III PRE-FUNDED AMOUNT: The amount on deposit in the Group III
Pre-Funding Account on any date of determination.

         GROUP III PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee for the benefit of the Class III-A, Class M and Class B Notes and funded
on the Closing Date by the Depositor with the Group III Original Pre-Funded
Amount.

         GROUP III SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the
Depositor to the Trust Estate pursuant to Section 2.07 of the Indenture, such
Mortgage Loan being identified on the related Mortgage Loan Schedule attached to
the Group III Subsequent Transfer Instrument.

         GROUP III SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group III Subsequent Mortgage Loans.

         GROUP III SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group III
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between American Home Mortgage Securities,
LLC, as depositor, and Deutsche Bank National Trust Company, as indenture
trustee.

         GROUP IV AVAILABLE FUNDS: For any Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group IV Loans. The Group IV Available Funds
generally includes: (1) all previously undistributed payments on account of
principal (including the principal portion of Monthly Payments, Principal
Prepayments and the principal amount of Net Liquidation Proceeds) and all
previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date from the Group IV
Loans and (2) any Monthly Advances and Compensating Interest Payments on the
Group IV Loans made by the RMBS Servicer for such Payment Date and (3) any
amounts reimbursed by the RMBS



                                       28
<PAGE>


Servicer, the Indenture Trustee or the Securities Administrator in connection
with losses on certain eligible investments in the Protected Accounts,
Securities Administrator Collection Account or Payment Account, as applicable,
(4) amounts transferred from the Group IV Interest Coverage Account and, at the
end of the Funding Period, any excess amounts transferred from the Group IV
Pre-Funding Account, and (5) interest earned on amounts on deposit in the Group
IV Pre-Funding Account, and is net of (6) fees payable to, and other amounts
reimbursable to the Indenture Trustee, the RMBS Master Servicer, the RMBS
Servicer, the Securities Administrator and the Owner Trustee and other amounts
as provided in the Agreements allocable to the Group IV Loans, or, if any such
reimbursable amounts are not allocable to the Group IV Loans, then the Group IV
Loans' pro rata share of such amounts. For purposes of this definition, "pro
rata share" shall be a fraction, the numerator of which is equal to the
aggregate of the Stated Principal Balance of the Group IV Loans for such Payment
Date and the denominator of which is equal to the Pool Balance for such Payment
Date.

         GROUP IV CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group IV Loans as of the Cut-off Date and (y) the Group
IV Original Pre-Funded Amount.

         GROUP IV INTEREST COVERAGE ACCOUNT: A trust account that the Indenture
Trustee will establish pursuant to Section 3.31 of the Indenture for the benefit
of the Class IV-A, Class M and Class B Notes. The amount to be deposited in the
Group IV Interest Coverage Account on the Closing date will be $93,198.78.

         GROUP IV LOAN: A Mortgage Loan in Loan Group IV.

         GROUP IV ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the Group
IV Pre-Funding Account on the Closing Date by the Depositor, which will be
$20,887,690.

         GROUP IV PRE-FUNDED AMOUNT: The amount on deposit in the Group IV
Pre-Funding Account on any date of determination.

         GROUP IV PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee for the benefit of the Class IV-A, Class M and Class B Notes and funded
on the Closing Date by the Depositor with the Group IV Original Pre-Funded
Amount.

         GROUP IV SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the
Depositor to the Trust Estate pursuant to Section 2.08 of the Indenture, such
Mortgage Loan being identified on the related Mortgage Loan Schedule attached to
the Group IV Subsequent Transfer Instrument.

         GROUP IV SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group IV Subsequent Mortgage Loans.

         GROUP IV SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group IV
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between American Home Mortgage Securities,
LLC, as depositor, and Deutsche Bank National Trust Company, as indenture
trustee.



                                       29
<PAGE>


         GROUP V AVAILABLE FUNDS: For any Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group V Loans. The Group V Available Funds
generally includes: (1) all previously undistributed payments on account of
principal (including the principal portion of Monthly Payments, Principal
Prepayments and the principal amount of Net Liquidation Proceeds) and all
previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date from the Group V
Loans and (2) any Monthly Advances and Compensating Interest Payments on the
Group V Loans made by the RMBS Servicer for such Payment Date and (3) any
amounts reimbursed by the RMBS Servicer, the Indenture Trustee or the Securities
Administrator in connection with losses on certain eligible investments in the
Protected Accounts, Securities Administrator Collection Account or Payment
Account, as applicable, (4) amounts transferred from the Group V Interest
Coverage Account and, at the end of the Funding Period, any excess amounts
transferred from the Group V Pre-Funding Account, and (5) interest earned on
amounts on deposit in the Group V Pre-Funding Account, and is net of (6) fees
payable to, and other amounts reimbursable to the Indenture Trustee, the RMBS
Master Servicer, the RMBS Servicer, the Securities Administrator and the Owner
Trustee and other amounts as provided in the Agreements allocable to the Group V
Loans, or, if any such reimbursable amounts are not allocable to the Group V
Loans, then the Group V Loans' pro rata share of such amounts. For purposes of
this definition, "pro rata share" shall be a fraction, the numerator of which is
equal to the aggregate of the Stated Principal Balance of the Group V Loans for
such Payment Date and the denominator of which is equal to the Pool Balance for
such Payment Date.

         GROUP V CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group V Loans as of the Cut-off Date and (y) the Group
V Original Pre-Funded Amount.

         GROUP V INTEREST COVERAGE ACCOUNT: A trust account that the Indenture
Trustee will establish pursuant to Section 3.31 of the Indenture for the benefit
of the Class V-A, Class M and Class B Notes. The amount to be deposited in the
Group V Interest Coverage Account on the Closing date will be $111,554.99.

         GROUP V LOAN: A Mortgage Loan in Loan Group V.

         GROUP V ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the Group V
Pre-Funding Account on the Closing Date by the Depositor, which will be
$24,933,830.

         GROUP V PRE-FUNDED AMOUNT: The amount on deposit in the Group V
Pre-Funding Account on any date of determination.

         GROUP V PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee for the benefit of the Class V-A, Class M and Class B Notes and funded
on the Closing Date by the Depositor with the Group V Original Pre-Funded
Amount.

         GROUP V SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the Depositor
to the Trust Estate pursuant to Section 2.09 of the Indenture, such Mortgage
Loan being identified on the related Mortgage Loan Schedule attached to the
Group V Subsequent Transfer Instrument.



                                       30
<PAGE>


         GROUP V SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group V Subsequent Mortgage Loans.

         GROUP V SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group V
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between American Home Mortgage Securities,
LLC, as depositor, and Deutsche Bank National Trust Company, as indenture
trustee.

         GROUP VI AVAILABLE FUNDS: For any Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group VI Loans. The Group VI Available Funds
generally includes: (1) all previously undistributed payments on account of
principal (including the principal portion of Monthly Payments, Principal
Prepayments and the principal amount of Net Liquidation Proceeds) and all
previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date from the Group VI
Loans and (2) any Monthly Advances and Compensating Interest Payments on the
Group VI Loans made by the RMBS Servicer for such Payment Date and (3) any
amounts reimbursed by the RMBS Servicer, the Indenture Trustee or the Securities
Administrator in connection with losses on certain eligible investments in the
Protected Accounts, Securities Administrator Collection Account or Payment
Account, as applicable, (4) amounts transferred from the Group VI Interest
Coverage Account and, at the end of the Funding Period, any excess amounts
transferred from the Group VI Pre-Funding Account, and (5) interest earned on
amounts on deposit in the Group VI Pre-Funding Account, and is net of (6) fees
payable to, and other amounts reimbursable to the Indenture Trustee, the RMBS
Master Servicer, the RMBS Servicer, the Securities Administrator and the Owner
Trustee and other amounts as provided in the Agreements allocable to the Group
VI Loans, or, if any such reimbursable amounts are not allocable to the Group VI
Loans, then the Group VI Loans' pro rata share of such amounts. For purposes of
this definition, "pro rata share" shall be a fraction, the numerator of which is
equal to the aggregate of the Stated Principal Balance of the Group VI Loans for
such Payment Date and the denominator of which is equal to the Pool Balance for
such Payment Date.

         GROUP VI CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group VI Loans as of the Cut-off Date and (y) the Group
VI Original Pre-Funded Amount.

         GROUP VI INTEREST COVERAGE ACCOUNT: A trust account that the Indenture
Trustee will establish pursuant to Section 3.31 of the Indenture for the benefit
of the Class VI-A, Class M and Class B Notes. The amount to be deposited in the
Group VI Interest Coverage Account on the Closing Date will be $1,245,879.83.

         GROUP VI LOAN: A Mortgage Loan in Loan Group VI.

         GROUP VI ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the Group
VI Pre-Funding Account on the Closing Date by the Depositor, which will be
$259,995,510.



                                       31
<PAGE>


         GROUP VI PRE-FUNDED AMOUNT: The amount on deposit in the Group VI
Pre-Funding Account on any date of determination.

         GROUP VI PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee for the benefit of the Class VI-A, Class M and Class B Notes and funded
on the Closing Date by the Depositor with the Group VI Original Pre-Funded
Amount.

         GROUP VI SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the
Depositor to the Trust Estate pursuant to Section 2.10 of the Indenture, such
Mortgage Loan being identified on the related Mortgage Loan Schedule attached to
the Group VI Subsequent Transfer Instrument.

         GROUP VI SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group VI Subsequent Mortgage Loans.

         GROUP VI SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group VI
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between the Depositor and the Indenture
Trustee.

         GROUP VII AVAILABLE FUNDS: For any Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group VII Loans. The Group VII Available
Funds generally includes: (1) all previously undistributed payments on account
of principal (including the principal portion of Monthly Payments, Principal
Prepayments and the principal amount of Net Liquidation Proceeds) and all
previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date from the Group
VII Loans and (2) any Monthly Advances and Compensating Interest Payments on the
Group VII Loans made by the RMBS Servicer for such Payment Date and (3) any
amounts reimbursed by the RMBS Servicer, the Indenture Trustee or the Securities
Administrator in connection with losses on certain eligible investments in the
Protected Accounts, Securities Administrator Collection Account or Payment
Account, as applicable, (4) amounts transferred from the Group VII Interest
Coverage Account and, at the end of the Funding Period, any excess amounts
transferred from the Group VII Pre-Funding Account, and (5) interest earned on
amounts on deposit in the Group VII Pre-Funding Account, and is net of (6) fees
payable to, and other amounts reimbursable to the Indenture Trustee, the RMBS
Master Servicer, the RMBS Servicer, the Securities Administrator and the Owner
Trustee and other amounts as provided in the Agreements allocable to the Group
VII Loans, or, if any such reimbursable amounts are not allocable to the Group
VII Loans, then the Group VII Loans' pro rata share of such amounts. For
purposes of this definition, "pro rata share" shall be a fraction, the numerator
of which is equal to the aggregate of the Stated Principal Balance of the Group
VII Loans for such Payment Date and the denominator of which is equal to the
Pool Balance for such Payment Date.

         GROUP VII CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group VII Loans as of the Cut-off Date and (y) the
Group VII Original Pre-Funded Amount.



                                       32
<PAGE>


         GROUP VII INTEREST COVERAGE ACCOUNT: A trust account that the Indenture
Trustee will establish pursuant to Section 3.31 of the Indenture for the benefit
of the Class VII-A, Class M and Class B Notes. The amount to be deposited in the
Group VII Interest Coverage Account on the Closing Date will be $674,746.48.

         GROUP VII LOAN: A Mortgage Loan in Loan Group VII.

         GROUP VII ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the Group
VII Pre-Funding Account on the Closing Date by the Depositor, which will be
$143,164,536.

         GROUP VII PRE-FUNDED AMOUNT: The amount on deposit in the Group VII
Pre-Funding Account on any date of determination.

         GROUP VII PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee for the benefit of the Class VII-A, Class M and Class B Notes and funded
on the Closing Date by the Depositor with the Group VII Original Pre-Funded
Amount.

         GROUP VII SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the
Depositor to the Trust Estate pursuant to Section 2.10 of the Indenture, such
Mortgage Loan being identified on the related Mortgage Loan Schedule attached to
the Group VII Subsequent Transfer Instrument.

         GROUP VII SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group VII Subsequent Mortgage Loans.

         GROUP VII SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group VII
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between the Depositor and the Indenture
Trustee.

         GROUP VIII AVAILABLE FUNDS: For any Payment Date, an amount equal to
the amount received by the Indenture Trustee and available in the Payment
Account on that Payment Date in respect of the Group VIII Loans. The Group VIII
Available Funds generally includes: (1) all previously undistributed payments on
account of principal (including the principal portion of Monthly Payments,
Principal Prepayments and the principal amount of Net Liquidation Proceeds) and
all previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date from the Group
VIII Loans and (2) any Monthly Advances and Compensating Interest Payments on
the Group VIII Loans made by the RMBS Servicer for such Payment Date and (3) any
amounts reimbursed by the RMBS Servicer, the Indenture Trustee or the Securities
Administrator in connection with losses on certain eligible investments in the
Protected Accounts, Securities Administrator Collection Account or Payment
Account, as applicable, (4) amounts transferred from the Group VIII Interest
Coverage Account and, at the end of the Funding Period, any excess amounts
transferred from the Group VIII Pre-Funding Account, and (5) interest earned on
amounts on deposit in the Group VIII Pre-Funding Account, and is net of (6) fees
payable to, and other amounts reimbursable to the Indenture Trustee, the RMBS
Master Servicer, the RMBS Servicer, the Securities Administrator and the Owner
Trustee and other amounts as provided in the



                                       33
<PAGE>


Agreements allocable to the Group VIII Loans, or, if any such reimbursable
amounts are not allocable to the Group VIII Loans, then the Group VIII Loans'
pro rata share of such amounts. For purposes of this definition, "pro rata
share" shall be a fraction, the numerator of which is equal to the aggregate of
the Stated Principal Balance of the Group VIII Loans for such Payment Date and
the denominator of which is equal to the Pool Balance for such Payment Date.

         GROUP VIII CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group VIII Loans as of the Cut-off Date and (y) the
Group VIII Original Pre-Funded Amount.

         GROUP VIII INTEREST COVERAGE ACCOUNT: A trust account that the
Indenture Trustee will establish pursuant to Section 3.31 of the Indenture for
the benefit of the Class VIII-A Notes and the Class VIII-M Notes. The amount to
be deposited in the Group VIII Interest Coverage Account on the Closing Date
will be $420,971.15.

         GROUP VIII LOAN: A Mortgage Loan in Loan Group VIII.

         GROUP VIII ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the
Group VIII Pre-Funding Account on the Closing Date by the Depositor, which will
be $82,043,332.

         GROUP VIII PRE-FUNDED AMOUNT: The amount on deposit in the Group VIII
Pre-Funding Account on any date of determination.

         GROUP VIII PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee for the benefit of the Class VIII-A and Class VIII-M Notes and funded on
the Closing Date by the Depositor with the Group VIII Original Pre-Funded
Amount.

         GROUP VIII SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the
Depositor to the Trust Estate pursuant to Section 2.10 of the Indenture, such
Mortgage Loan being identified on the related Mortgage Loan Schedule attached to
the Group VIII Subsequent Transfer Instrument.

         GROUP VIII SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group VIII Subsequent Mortgage
Loans.

         GROUP VIII SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group
VIII Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of
the applicable Subsequent Transfer Date, between the Depositor and the Indenture
Trustee.

         GROUP IX CUT-OFF DATE BALANCE: The sum of (x) the aggregate Stated
Principal Balance of the Group IX HELOC Mortgage Loans as of the Cut-off Date
and (y) the Group IX Original Pre-Funded Amount.

         GROUP IX DELINQUENT HELOC AMOUNT: With respect to any Payment Date, the
aggregate Stated Principal Balance of any Group IX Loans included in the Trust
which are 180 days or more delinquent, REO, in bankruptcy or in foreclosure.



                                       34
<PAGE>


         GROUP IX EXCESS SPREAD PERCENTAGE: With respect to any Payment Date,
the percentage equivalent of a fraction, (A) the numerator of which is the
product of (i) the excess of (x) the Investor Interest Collections on the Group
IX Loans for that Payment Date over (y) the sum of the Accrued Note Interest on
the Group IX Loans, the premium due to the Insurer under the Insurance Policy,
any Investor Charge-Off Amounts, any reimbursement amounts and other amounts
payable to the Insurer pursuant to the Insurance Agreement, and the related
servicing fee for such Payment Date and (ii) twelve (12), and (B) the
denominator of which is the aggregate Stated Principal Balance of the Group IX
Loans as of the beginning of the related Due Period.

         GROUP IX INTEREST COVERAGE ACCOUNT: A trust account that the Indenture
Trustee will establish pursuant to Section 3.31 of the Indenture for the benefit
of the Group IX Noteholders and the Insurer. The amount to be deposited in the
Group IX Interest Coverage Account on the Closing Date will be $15,736.35.

         GROUP IX LOAN: A Mortgage Loan in Loan Group IX.

         GROUP IX ORIGINAL PRE-FUNDED AMOUNT: The amount deposited in the Group
IX Pre-Funding Account on the Closing Date by the Depositor, which will be
$5,741,509.

         GROUP IX POOL BALANCE: For any Payment Date, an amount equal to the
aggregate of the Principal Balances of the HELOC Mortgage Loans at the end of
the related Due Period.

         GROUP IX PRE-FUNDED AMOUNT: The amount on deposit in the Group IX
Pre-Funding Account on any date of determination.

         GROUP IX PRE-FUNDING ACCOUNT: An account established by the Indenture
Trustee pursuant to Section 3.31 of the Indenture for the benefit of the Group
IX Noteholders and the Insurer and funded on the Closing Date by the Depositor
with the Group IX Original Pre-Funded Amount.

         GROUP IX SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: The Subsequent
Mortgage Loan Purchase Agreement, dated as of the applicable Subsequent Transfer
Date, between the Seller, as seller, and the Purchaser, as purchaser, relating
to the sale, transfer and assignment of the Group IX Subsequent Mortgage Loans.

         GROUP IX SUBSEQUENT TRANSFER INSTRUMENT: With respect to the Group IX
subsequent HELOC Mortgage Loans, the subsequent transfer instrument, dated as of
the applicable Subsequent Transfer Date, between the Depositor and the Indenture
Trustee.

         GUARANTEED INTEREST PAYMENT: For any Payment Date, an amount equal to
the amount by which (a) accrued and unpaid interest for payment on the Class
IX-A Notes, excluding any Relief Act Shortfalls, Basis Risk Shortfalls or Basis
Risk Shortfall Carry-Forward Amounts at the Note Interest Rate relating to the
Class IX-A Notes, exceeds (b) the amount available for interest distributions on
the Class IX -A Notes on such Payment Date.

         GUARANTEED PRINCIPAL PAYMENT AMOUNT: With respect to any Payment Date,
other than the Payment Date in June 2030, the excess, if any, by which (a) the
Note Principal Balance relating



                                       35
<PAGE>


to the Class IX-A Notes (after giving effect to all payments of principal on the
Class IX-A Notes on such Payment Date, but without giving effect to payments
under the Insurance Policy to be made on such Payment Date) exceeds (b) the
Invested Amount as of the end of the related Due Period or, with respect to the
Payment Date in June 2030, the Note Principal Balance relating to the Class IX-A
Notes after giving effect to all other distributions of principal of the Class
IX-A Notes on such Payment Date.

         HAZARDOUS MATERIALS: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory", "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.

         HELOC ADVANCE AMOUNT: With respect to any Payment Date and any HELOC
which was delinquent as of the end of the related Due Period, the difference
between (a) interest accrued during the related Due Period at the Stated
Principal Balance of the related HELOC Mortgage Loan and the applicable Mortgage
Rate, in each case as of the beginning of the related Due Period, and (b) the
amount of interest actually collected by the HELOC Servicer with respect to the
related HELOC Mortgage Loan during such Due Period.

         HELOC BALANCE: With respect to any HELOC Mortgage Loan, the portion, if
any, of the Stated Principal Balance thereof subject to a variable Mortgage
Rate.

         HELOC Back-Up SERVICER: GMAC Mortgage Corporation, a Pennsylvania
corporation, and its successors and assigns.

         HELOC Back-Up SERVICING AGREEMENT: The HELOC Back-Up Servicing
Agreement dated as of March 23, 2005, among the HELOC Back-Up Servicer,
Indenture Trustee and Issuer.

         HELOC Back-Up SERVICING FEE: With respect to each HELOC and any Payment
Date, the fee payable monthly to the HELOC Back-Up Servicer pursuant to the
HELOC Back-Up Servicing Agreement in respect of Back-Up servicing compensation
that accrues at an annual rate equal to the HELOC Back-Up Servicing Fee Rate
multiplied by the Stated Principal Balance of such HELOC as of the first day of
the related Due Period.

         HELOC Back-Up SERVICING FEE RATE: With respect to any HELOC Mortgage
Loan, 0.02% per annum.

         HELOC MORTGAGE LOANS:  The Group IX Mortgage Loans.

         HELOC MORTGAGE LOAN SCHEDULE: The schedule of HELOC Mortgage Loans
attached as Exhibit A to the HELOC Servicing Agreement.

         HELOC SERVICER: American Home Mortgage Servicing, Inc., a Maryland
corporation, and its successors and assigns.



                                       36
<PAGE>


         HELOC SERVICER REMITTANCE DATE: The twenty-second (22nd) calendar day
of each month or, if such twenty-second (22nd) day is not a Business Day, then
the Business Day immediately preceding such twenty-second (22nd) day of the
month.

         HELOC SERVICER TERMINATION EVENT: A removal of the HELOC Servicer by
the Insurer for "cause." Cause shall mean any material breach of any obligation,
covenant, or trigger under the transaction documents subject to cure provisions
relating to such breach as agreed to by the parties. In particular, HELOC
Servicer Termination Events shall include:

         (a)      The occurrence of a draw on the Insurance Policy which remains
unreimbursed for a period of 90 days;

         (b)      Cumulative losses, as a percentage of the Group IX Cut-off
Date Balance, exceed the following:

         Months            Percentage

         0   - 12          1.00%

         13 - 24           2.00%

         25 - 36           3.00%

         37 - 48           4.00%

         49+               5.00%

         (c)      American Home Mortgage Investment Corp. fails to have a
Tangible Net Worth of at least $530 million.

         HELOC SERVICING AGREEMENT: The Servicing Agreement, dated as of March
23, 2005, among the HELOC Servicer, HELOC Back-Up Servicer, Seller, Indenture
Trustee and Issuer.

         HELOC SERVICING FEE: With respect to each HELOC Mortgage Loan and any
Payment Date, the fee payable monthly to the HELOC Servicer in respect of
servicing compensation that accrues at an annual rate equal to the HELOC
Servicing Fee Rate multiplied by the Stated Principal Balance of such HELOC
Mortgage Loan as of the related Due Date in the related Due Period.

         HELOC SERVICING FEE RATE: With respect to any HELOC Mortgage Loan 0.50%
per annum.

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

         INDEMNIFICATION AGREEMENT: The Indemnification Agreement dated as of
March 23, 2005 between Bear, Stearns & Co., Inc. and the Insurer, including any
amendments and supplements thereto in accordance with the terms thereof.



                                       37
<PAGE>


         INDENTURE: The indenture dated as of March 23, 2005, between the
Issuer, the Securities Administrator and the Indenture Trustee, relating to the
American Home Mortgage Investment Trust 2005-1 Notes.

         INDENTURE TRUSTEE: Deutsche Bank National Trust Company, and its
successors and assigns or any successor indenture trustee appointed pursuant to
the terms of the Indenture.

         INDENTURE TRUSTEE FEE: All earnings on the funds from time to time in
the Payment Account.

         INDEPENDENT: When used with respect to any specified Person, the Person
(i) is in fact independent of the Issuer, any other obligor on the Notes, the
Seller, the HELOC Back-Up Servicer, the RMBS Master Servicer, the Depositor,
American Home Mortgage Investment Corp. and any Affiliate of any of the
foregoing Persons, (ii) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the
Seller, the HELOC Back-Up Servicer, the RMBS Master Servicer, the Depositor,
American Home Mortgage Investment Corp. or any Affiliate of any of the foregoing
Persons and (iii) is not connected with the Issuer, any such other obligor, the
Seller, the HELOC Back-Up Servicer, the RMBS Master Servicer, the Depositor,
American Home Mortgage Investment Corp. or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

         INDEPENDENT CERTIFICATE: A certificate or opinion to be delivered to
the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
made by an independent appraiser or other expert appointed by an Issuer Request
and approved by the Indenture Trustee in the exercise of reasonable care, and
such opinion or certificate shall state that the signer has read the definition
of "Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

         INDEX: With respect to any Mortgage Loan that is not a HELOC Mortgage
Loan, the index for the adjustment of the Mortgage Rate set forth as such in the
related Mortgage Note. With respect to any HELOC Mortgage Loan and any
Adjustment Date (other than any Locked Balance, except for purposes of
calculating the Recalculated Weighted Average Margin), the highest "prime rate"
most recently published in the Wall Street Journal. If the "prime rate" is no
longer published, then the Index will be a comparable independent index selected
by the Seller. For any Locked Balance, the Index shall equal such "prime rate"
as of the date of that would have been the most recent Adjustment Date for such
Locked Balance had it remained a HELOC Balance.

         INITIAL HELOC: Any of the HELOC Mortgage Loans included in the Trust
Estate as of the Closing Date. The aggregate principal balance of the Initial
HELOCs as of the Cut-off Date is equal to approximately $164,258,491.

         INITIAL MORTGAGE LOAN: Any of the Mortgage Loans (other than HELOC
Mortgage Loans) included in the Trust Estate as of the Closing Date. The
aggregate principal balance of the Initial Mortgage Loans as of the Cut-off Date
is equal to approximately $3,057,540,464.



                                       38
<PAGE>


         INITIAL NOTE PRINCIPAL BALANCE: With respect to the Class I-A-1 Notes,
$284,314,000. With respect to the Class I-A-2 Notes, $118,464,000. With respect
to the Class I-A-3 Notes, $71,078,000. With respect to the Class II-A-1 Notes,
$274,395,000. With respect to the Class II-A-2 Notes, $30,489,000. With respect
to the Class III-A-1 Notes, $285,346,000. With respect to the Class III-A-2
Notes, $31,706,000. With respect to the Class IV-A-1 Notes, $133,875,000. With
respect to the Class IV-A-2 Notes, $11,891,000. With respect to the Class V-A-1
Notes, $121,125,000. With respect to the Class V-A-2 Notes, $10,759,000. With
respect to the Class VI-A Notes, $1,143,298,000. With respect to the Class
VII-A-1 Notes, $488,002,000. With respect to the Class VII-A-2 Notes,
$114,193,000. With respect to the Class M-1 Notes, $144,910,000. With respect to
the Class M-2 Notes, $45,495,000. With respect to the Class M-3 Notes,
$11,795,000. With respect to the Class M-4 Notes, $6,740,000. With respect to
the Class M-5 Notes, $6,740,000. With respect to the Class M-6 Notes,
$6,740,000. With respect to the Class M-7 Notes, $6,740,000. With respect to the
Class M-8 Notes, $5,055,000. With respect to the Class VIII-A-1 Notes,
$409,343,000. With respect to the Class VIII-A-2 Notes, $16,847,000. With
respect to the Class VIII-M-1 Notes, $23,000,000. With respect to the Class
VIII-M-2 Notes, $4,830,000. With respect to the Class VIII-M-3 Notes, $920,000.
With respect to the Class VIII-M-4 Notes, $2,530,000. With respect to the Class
VIII-M-5 Notes, $460,000. With respect to the Class VIII-M-6 Notes, $460,000.
With respect to the Class IX-A Notes, $168,980,000. With respect to the Class B
Notes, $5,055,000. With respect to the Class N Notes, $24,950,000.

         INITIAL CERTIFICATION: The initial certification delivered by the
Custodian pursuant to Section 2.03(a) of the Indenture and in the form attached
thereto as Exhibit One thereto.

         INSURANCE AGREEMENT: The Insurance and Indemnity Agreement, dated as of
March 23, 2005, among the Indenture Trustee, the Seller, the Issuer, American
Home Mortgage Investment Corp., the HELOC Servicer, the HELOC Back-Up Servicer,
the Depositor and the Insurer, including any amendments and supplements thereto
in accordance with the terms thereof.

         INSURANCE POLICY: The note guaranty insurance policy (No. 05030007)
with respect to the Class IX-A Notes and all endorsements thereto, if any, dated
the Closing Date, issued by the Insurer for the benefit of the Holders of the
Class IX-A Notes.

         INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any
insurance policy covering a Mortgage Loan which are required to be remitted to
the HELOC Servicer or the RMBS Servicer, as applicable, net of any component
thereof, released to the Mortgagor in accordance with the HELOC Servicer's or
the RMBS Servicer's normal servicing procedures, as applicable.

         INSURED PAYMENT: With respect to the Class IX-A Notes, (a) as of any
Payment Date, any Deficiency Amount and (b) any Preference Amount.

         INSURER: Financial Guaranty Insurance Company, a corporation organized
and created under the laws of the State of New York, or any successor thereto.

         INSURER DEFAULT: The existence and continuance of any of the following:
(a) a failure by the Insurer to make a payment required under the Insurance
Policy in accordance with its terms;



                                       39
<PAGE>


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

         INTEREST COLLECTIONS: For each Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group IX Loans, and consist of scheduled
interest collected during the related Due Period on the HELOCs and allocated to
interest in accordance with the terms of the related Credit Line Agreements,
plus delinquent interest advanced by the HELOC Servicer for such Due Period,
together with the interest portion of any Repurchase Price and substitution
adjustment amount paid during the related Due Period, any Net Recoveries on
HELOCs that were previously Charged-Off HELOCs and interest earned on amounts on
deposit in the Group IX Pre-Funding Account, net of fees and other amounts
reimbursable to the Owner Trustee, Indenture Trustee, Securities Administrator,
HELOC Servicer and HELOC Back-Up Servicer as provided in the Basic Documents and
allocable to the Group IX Loans, or, if such reimbursable amounts are not
allocable to such Mortgage Loans, then the Group IX's pro rata share of such
amounts. For purposes of this definition, "pro rata share" shall be a fraction,
the numerator of which is equal to the aggregate of the Stated Principal Balance
of the Group IX Loans for such Payment Date and the denominator of which is
equal to the Pool Balance for such Payment Date.

         INTEREST DETERMINATION DATE: With respect each Class of LIBOR Notes and
(i) the first Accrual Period, the second LIBOR Business Day preceding the
Closing Date, and (ii) with respect to each Accrual Period thereafter, the
second LIBOR Business Day preceding the related Payment Date on which such
Accrual Period commences.

         INTEREST RATE ADJUSTMENT DATE: With respect to each Mortgage Loan, the
date or dates on which the Mortgage Rate is adjusted in accordance with the
related Mortgage Note.

         INTERESTED PERSON: As of any date of determination, the Depositor, the
HELOC Back-Up Servicer, the HELOC Servicer, the RMBS Master Servicer, the RMBS
Servicer, the Indenture Trustee, American Home Mortgage Investment Corp., any
Mortgagor, or any Person actually known to a Responsible Officer of the Trustee
to be an Affiliate of any of them.

         INVESTOR CHARGE-OFF AMOUNT: For any Payment Date, the Floating
Allocation Percentage of Charge-Off Amounts incurred during the related Due
Period.

         INVESTOR INTEREST COLLECTIONS: For any Payment Date, the Floating
Allocation Percentage of Interest Collections for the related Due Period.



                                       40
<PAGE>


         INTEREST COVERAGE ACCOUNT: Each of the Group I Interest Coverage
Account, Group II Interest Coverage Account, Group III Interest Coverage
Account, Group IV Interest Coverage Account, Group V Interest Coverage Account,
Group VI Interest Coverage Account, Group VII Interest Coverage Account, Group
VIII Interest Coverage Account and Group IX Interest Coverage Account.

         INTEREST COVERAGE AMOUNT: The Group I Interest Coverage Amount is
$296,987.43. The Group II Interest Coverage Amount is $192,081.21. The Group III
Interest Coverage Amount is $198,316.69. The Group IV Interest Coverage Amount
is $93,198.78. The Group V Interest Coverage Amount is $111,554.99. The Group VI
Interest Coverage Amount is $1,245,879.83. The Group VII Interest Coverage
Amount is $674,746.48. The Group VIII Interest Coverage Amount is $420,971.15.
The Group IX Interest Coverage Amount is $15,736.35.

         INVESTED AMOUNT: For any Payment Date, the Invested Amount on the
Closing Date reduced by (i) the aggregate amount of Investor Principal
Distribution Amounts (before taking into account any Overcollateralization
Reduction Amount) up to and including the related Payment Date and (ii) the
aggregate of Investor Charge-Off Amounts up to and including such Payment Date.
The Invested Amount on the Closing Date is $170,000,000 (the Group IX Cut-Off
Date Balance).

         INVESTOR PRINCIPAL DISTRIBUTION AMOUNT: On every Payment Date from the
first Payment Date through and including the Payment Date in March 2010, unless
a Rapid Amortization Event has occurred is equal to the excess, if any, of all
Principal Collections received during the related Due Period over the amount of
all Additional Balances resulting from Draws made pursuant to the related HELOC
Mortgage Loan during the related Due Period; and on every Payment Date after the
Payment Date in March 2010 or if a Rapid Amortization Event has previously
occurred, is equal to all Principal Collections received during the related Due
Period. During the Managed Amortization Period, such amount will be reduced by
the Overcollateralization Reduction Amount.

         INVESTMENT COMPANY ACT: The Investment Company Act of 1940, as amended,
and any amendments thereto.

         IRS: The Internal Revenue Service.

         ISSUER: American Home Mortgage Investment Trust 2005-1, a Delaware
statutory trust, or its successor in interest.

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

         LIBOR BUSINESS DAY: A day on which banks are open for dealing in
foreign currency and exchange in London and New York City.

         LIBOR NOTE: A Class I-A, Class II-A, Class III-A, Class IX-A, Class M,
Class B or Class VIII-M Note, or any Class IV-A, Class V-A, Class VI-A or Class
VII-A Note after the related Note Rate Change Date.



                                       41
<PAGE>


         LIEN: Any mortgage, deed of trust, pledge, conveyance, hypothecation,
assignment, participation, deposit arrangement, encumbrance, lien (statutory or
other), preference, priority right or interest or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing; PROVIDED,
HOWEVER, that any assignment pursuant to Section 6.02 of the HELOC Servicing
Agreement, HELOC Back-Up Servicing Agreement, RMBS Servicing Agreement or RMBS
Master Servicing Agreement, as applicable, shall not be deemed to constitute a
Lien.

         LIFETIME RATE CAP: With respect to each Mortgage Loan with respect to
which the related Mortgage Note provides for a lifetime rate cap, the maximum
Mortgage Rate permitted over the life of such Mortgage Loan under the terms of
such Mortgage Note, as set forth in the Mortgage Loan Schedule.

         LIQUIDATED HELOC: Any HELOC Mortgage Loan that has become a Liquidated
Mortgage Loan.

         LIQUIDATED MORTGAGE LOAN: With respect to any Payment Date, any
Mortgage Loan in respect of which the HELOC Servicer or RMBS Servicer, as
applicable, has determined, in accordance with the servicing procedures
specified in the HELOC Servicing Agreement or RMBS Servicing Agreement, as
applicable, as of the end of the related Due Period that substantially all
Liquidation Proceeds, and/or Recoveries with respect to a Charged-Off HELOC
Mortgage Loan, which it reasonably expects to recover with respect to the
disposition of the related Mortgaged Property or REO Property have been
recovered.

         LIQUIDATION EXPENSES: Out-of-pocket expenses (exclusive of overhead)
which are incurred by or on behalf of the HELOC Servicer or RMBS Servicer, as
applicable, in connection with the liquidation of any Mortgage Loan and not
recovered under any insurance policy, such expenses including, without
limitation, legal fees and expenses, any unreimbursed amount expended respecting
the related Mortgage Loan and any related and unreimbursed expenditures for real
estate property taxes or for property restoration, preservation or insurance
against casualty loss or damage.

         LIQUIDATION PROCEEDS: Proceeds (including Insurance Proceeds) received
in connection with the liquidation of any Mortgage Loan or HELOC Mortgage Loan
or related REO Property, whether through trustee's sale, foreclosure sale or
otherwise.

         LOAN GROUP: Any of Loan Group I, Loan Group II, Loan Group III, Loan
Group IV, Loan Group V, Loan Group VI, Loan Group VII, Loan Group VIII or Loan
Group IX.

         LOAN GROUP I: The Group I Loans.

         LOAN GROUP II: The Group II Loans.

         LOAN GROUP III: The Group III Loans.



                                       42
<PAGE>


         LOAN GROUP IV: The Group IV Loans.

         LOAN GROUP V: The Group V Loans.

         LOAN GROUP VI: The Group VI Loans.

         LOAN GROUP VII: The Group VII Loans.

         LOAN GROUP VIII: The Group VIII Loans.

         LOAN GROUP IX: The Group IX Loans.

         LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan, as of any date
of determination, a fraction expressed as a percentage, the numerator of which
is the then current principal amount of the Mortgage Loan, and the denominator
of which is the Appraised Value of the related Mortgaged Property.

         LOAN YEAR: With respect to any Mortgage Loan, the one-year period
commencing on the day succeeding the origination of such Mortgage Loan and
ending on the anniversary date of such Mortgage Loan, and each annual period
thereafter.

         LOCK FEATURE: An option available to a Mortgagor under a HELOC Mortgage
Loan that permits the Mortgagor to convert either the entire outstanding balance
due or any portion thereof to a fixed rate closed-end loan.

         LOCKED BALANCE: With respect to any HELOC Mortgage Loan as to which the
Lock Feature has been exercised, the portion of the Stated Principal Balance
thereof subject to a fixed Mortgage Rate.

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

         MAJORITY CERTIFICATEHOLDER: A Holder of a 50.01% or greater Certificate
Percentage Interest of the Certificates.

         MANAGED AMORTIZATION PERIOD: The period from the Cut-off Date to the
earlier of (a) the Payment Date in March 2010 and (b) the occurrence of a Rapid
Amortization Event.

         MARGIN: With respect to each HELOC Mortgage Loan (other than (i) any
HELOC Mortgage Loan with a Fixed Teaser Rate in effect or (ii) the Locked
Balance relating to any HELOC Mortgage Loan as to which the Lock Feature has
been exercised), the spread over the applicable Index, as specified in the
related Mortgage Note.

         MAXIMUM NOTE INTEREST RATE: With respect to any Payment Date and each
Class of the Class I-A, Class II-A, Class III-A, Class M and Class B Notes, and
with respect to the Class IV-A, Class V-A, Class VI-A and Class VII-A Notes and
any Payment Date after the related Note



                                       43
<PAGE>


Rate Change Date, 11.00% per annum. With respect to any Payment Date and each
Class of the Class VIII-M Notes, 10.00% per annum.

         MAXIMUM MORTGAGE RATE: With respect to each ARM Loan and each HELOC
Mortgage Loan, the maximum Mortgage Rate.

         MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

         MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.

         MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.

         MINIMUM MORTGAGE RATE: With respect to each ARM Loan and each HELOC
Mortgage Loan, the minimum Mortgage Rate.

         MINIMUM MONTHLY PAYMENT: The minimum amount required to be paid by the
mortgagor pursuant to the terms of a Group IX Mortgage Note.

         MINIMUM TRANSFEROR INTEREST:  Zero.

         MOM LOAN: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.

         MONTHLY ADVANCE: As to any Mortgage Loan, other than a HELOC Mortgage
Loan, any advance made by the RMBS Master Servicer pursuant to Section 4.04 of
the RMBS Master Servicing Agreement or by the RMBS Servicer in respect of
delinquent Monthly Payments of principal and interest pursuant to the RMBS
Servicing Agreement.

         MONTHLY PAYMENT: With respect to any Mortgage Loan (including any REO
Property) that is not a HELOC Mortgage Loan and any Due Date, the payment of
principal and interest due thereon in accordance with the amortization schedule
at the time applicable thereto (after adjustment, if any, for partial Principal
Prepayments and for Deficient Valuations occurring prior to such Due Date but
before any adjustment to such amortization schedule by reason of any bankruptcy,
other than a Deficient Valuation, or similar proceeding or any moratorium or
similar waiver or grace period, and after any adjustment required by the Relief
Act). With respect to any HELOC Mortgage Loan, the scheduled monthly payment of
principal and/or interest required to be made by a Mortgagor on such HELOC
Mortgage Loan.

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

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



                                       44
<PAGE>


         MORTGAGE FILE: The file containing the Related Documents pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to the Mortgage Loan Purchase Agreement or the HELOC
Servicing Agreement or RMBS Servicing Agreement, as applicable.

         MORTGAGE LOANS: The Mortgage Loans and HELOC Mortgage Loans that will
be transferred and assigned to the Trust pursuant to Section 2.03(a) of the
Indenture, each Mortgage Loan so held being identified in the Mortgage Loan
Schedule. The Mortgage Loans have been divided into nine groups, Loan Group I,
Loan Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan
Group VII, Loan Group VIII and Loan Group IX.

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement,
dated as of the Closing Date, between the Seller, as seller, and the Purchaser,
as purchaser, relating to the sale, transfer and assignment of the Mortgage
Loans.

         MORTGAGE LOAN SCHEDULE: With respect to any date, the schedule of
Mortgage Loans held by the Issuer on such date. The schedule of Mortgage Loans
as of the Cut-off Date is the schedule set forth in Exhibit B of the Indenture,
which schedule sets forth as to each Mortgage Loan:

         (i)      the loan number and name of the Mortgagor;

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

         (iii)    the original Mortgage Rate;

         (iv)     the maturity date;

         (v)      the original principal balance;

         (vi)     the first Payment Date;

         (vii)    the type of Mortgaged Property;

         (viii)   the Monthly Payment in effect as of the Cut-off Date;

         (ix)     the Cut-off Date Principal Balance and with respect to each
                  HELOC Mortgage Loan, separately indicating any Locked Balance
                  and any HELOC Balance;

         (x)      the Index and the Gross Margin, if applicable;

         (xi)     the Adjustment Date frequency and Payment Date frequency, if
                  applicable;

         (xii)    the occupancy status;

         (xiii)   the purpose of the Mortgage Loan;



                                       45
<PAGE>


         (xiv)    the Appraised Value of the Mortgaged Property;

         (xv)     the original term to maturity;

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

         (xvii)   the Loan-to-Value Ratio;

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

         (xix)    the Loan Group;

         (xx)     whether the Mortgage Loan has a fixed interest rate or an
                  adjustable interest rate;

         (xxi)    with respect to each HELOC Mortgage Loan, the account number;

         (xxii)   with respect to each HELOC Mortgage Loan, the Credit Limit;

         (xxiii)  with respect to each HELOC Mortgage Loan, the CLTV as of the
                  date of origination of the related HELOC Mortgage Loan;

         (xxiv)   with respect to each HELOC Mortgage Loan, the Mortgage Rate as
                  of the Cut-off Date, separately indicating the Mortgage Rates
                  applicable to any Locked Balance and any HELOC Balance;

         (xxv)    with respect to each HELOC Mortgage Loan, the debt-to-income
                  ratio;

         (xxvi)   with respect to each HELOC Mortgage Loan, the FICO;

         (xxvii)  with respect to each HELOC Mortgage Loan whether the related
                  Mortgage Rate was supposed to reset in the first Due Period
                  but did not; and

         (xxviii) a code indicating if the Mortgage Loan is a Negative
                  Amortization Mortgage Loan.

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

         MORTGAGE NOTE: The note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan that is not a HELOC Mortgage Loan. With respect
to a HELOC Mortgage Loan, the related Credit Line Agreement executed by the
related Mortgager and any amendment or modification thereof.

         MORTGAGE RATE: With respect to any Mortgage Loan that is not a HELOC
Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan.
With respect to any HELOC Mortgage Loan as of any day, the variable interest
rate applicable under the related Mortgage



                                       46
<PAGE>


Note, provided, that if the Lock Feature has been exercised or the Fixed Teaser
Rate is in effect with respect to a HELOC Mortgage Loan or any portion thereof,
the Mortgage Rate for such HELOC Mortgage Loan or portion thereof shall be the
resulting fixed interest rate.

         MORTGAGED PROPERTY: The underlying property, including real property
and improvements thereon, securing a Mortgage Loan.

         MORTGAGOR: The obligor or obligors under a Mortgage Note.

         NEGATIVE AMORTIZATION AMOUNT: With respect to any Payment Date, the
aggregate amount of Negative Amortization with respect to the Group I Loans for
the related Due Period.

         NEGATIVE AMORTIZATION: With respect to each Negative Amortization
Mortgage Loan, that portion of interest accrued at the Mortgage Rate in any
month which exceeds the Monthly Payment on the related Mortgage Loan for such
month and which, pursuant to the terms of the Mortgage Note, is added to the
principal balance of the Mortgage Loan.

         NEGATIVE AMORTIZATION MORTGAGE LOAN: Each Mortgage Loan that is
identified on the Mortgage Loan Schedule as a Mortgage Loan that may be subject
to Negative Amortization.

         NET LIQUIDATION PROCEEDS: With respect to any Liquidated Mortgage Loan,
Liquidation Proceeds and Subsequent Recoveries net of unreimbursed Servicing
Advances by the HELOC Servicer or RMBS Servicer, as applicable, Monthly Advances
and Liquidation Expenses.

         NET MONTHLY EXCESS CASHFLOW: With respect to Loan Group I, Loan Group
II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI and Loan Group
VII, as determined in the aggregate for any Payment Date, the sum of (1) the
excess of (x) the Group I, Group II, Group III, Group IV, Group V, Group VI and
Group VII Available Funds for such Payment Date over (y) the sum for such
Payment Date of (A) the aggregate amount of Accrued Note Interest for the Class
I-A, Class II-A, Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A,
Class M and Class B Notes and (B) the Principal Remittance Amount used to make
payments in respect of principal to these Notes, and (2) amounts payable from
the Net Monthly Excess Cashflow for the Group VIII Loans as provided in Section
3.06(e) of the Indenture. With respect to Loan Group VIII, for any Payment Date
and, the sum of (1) the excess of (x) the related Available Funds for such
Payment Date over (y) the sum for such Payment Date of (A) the aggregate amount
of Accrued Note Interest for the Class VIII-A Notes and Class VIII-M Notes and
(B) the Principal Remittance Amount used to make payments in respect of
principal to these Notes and (2) amounts payable from the Net Monthly Excess
Cashflow for the Group I, Group II, Group III, Group IV, Group V, Group VI and
Group VII Loans as provided in Section 3.05(e).

         NET MORTGAGE RATE: For any Mortgage Loan or HELOC Mortgage Loan, the
then applicable Mortgage Rate thereon minus the RMBS Servicing Fee Rate, HELOC
Back-Up Servicer Fee Rate, HELOC Servicing Fee Rate, as applicable, and, in the
case of a Group IX Loan, less the premium due to the Insurer under the Insurance
Policy, in each case expressed as a per annum rate.



                                       47
<PAGE>


         NET RECOVERIES: With respect to any Charged-Off HELOC Mortgage Loan,
Recoveries net of unreimbursed HELOC Back-Up Servicing Fees and HELOC Servicing
Fees with respect thereto.

         NET WAC SHORTFALL: With respect to the Class IV-A, Class V-A, Class
VI-A and Class VII-A Notes, on or prior to the related Note Rate Change Date,
and with respect to any Class of Class VIII-A Notes on any Payment Date, as
determined separately for each such Class of Notes, the excess, if any, of (x)
the related Accrued Note Interest thereon for such Payment Date calculated
pursuant to clause (i)(a) of the related definition of Note Interest Rate over
(y) Accrued Note Interest thereon for such Payment Date calculated at the
related Available Funds Rate.

         NET WAC SHORTFALL CARRY-FORWARD AMOUNT: With respect to the Class IV-A,
Class V-A, Class VI-A and Class VII-A Notes, on or prior to the related Note
Rate Change Date, and with respect to any Class of Class VIII-A Notes on any
Payment Date, as determined separately for each such Class of Notes, an amount
equal to the aggregate amount of Net WAC Shortfall for such Notes on such
Payment Date, plus any unpaid Net WAC Shortfall for such Class of Notes from
prior Payment Dates, plus interest thereon at the related Note Interest Rate for
such Payment Date for such Class for the related Accrual Period, to the extent
previously unreimbursed by Net Monthly Excess Cashflow.

         NET WORTH: With respect to any Person at any date, the excess of total
assets over total liabilities of such Person, and its consolidated subsidiaries,
on such date, each to be determined in accordance with generally accepted
accounting principles (GAAP) as in effect in the United States from time to
time.

         NON-OFFERED NOTES: The Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class B, Class VIII-M-2, Class VIII-M-3, Class VIII-M-4, Class
VIII-M-5 and Class VIII-M-6 Notes.

         NONRECOVERABLE ADVANCE: Any Monthly Advance or any Servicing Advance
(i) which was previously made or is proposed to be made by the HELOC Servicer,
RMBS Servicer or RMBS Master Servicer, as applicable; and (ii) which, in the
good faith judgment of the HELOC Servicer, RMBS Servicer or RMBS Master
Servicer, will not or, in the case of a proposed advance, would not, be
ultimately recoverable by the HELOC Servicer, RMBS Servicer or RMBS Master
Servicer, as applicable, from Liquidation Proceeds, Recoveries or future
payments on any Mortgage Loan. The Indenture Trustee may conclusively rely on
any determination of nonrecoverability made by the HELOC Servicer, RMBS Servicer
or RMBS Master Servicer, as applicable.

         NOTE: A Class A, Class M, Class B, Class VIII-M or Class N Note.

         NOTE INTEREST RATE: With respect to each Payment Date and the Class
I-A, Class II-A, Class III-A, Class M, Class B or Class VIII-M Note, a floating
rate equal to the least of (i) One-Month LIBOR plus the related Note Margin,
(ii) the related Maximum Note Interest Rate and (iii) the related Available
Funds Rate with respect to such Payment Date. With respect to each Payment Date
and the Class IV-A-1, Class IV-A-2, Class V-A-1, Class V-A-2, Class VI-A, Class
VII-A-1 and Class VII-A-2 Notes, (i) prior to the related Note Rate Change Date,
the lesser



                                       48
<PAGE>


of (a) 4.992%, 4.992%, 5.001%, 5.001%, 5.294%, 5.292% and 5.292% per annum,
respectively and (b) the related Available Funds Rate and (ii) on or after the
related Note Rate Change Date, the least of (a) Six-Month LIBOR plus the related
Note Margin, (b) the related Maximum Note Interest Rate and (c) the related
Available Funds Rate. With respect to each Payment Date prior to the Step-Up
Date and the Class VIII-A-1 Notes and Class VIII-A-2 Notes, the lesser of (i)
5.500% and 5.500% per annum, respectively, and (ii) the related Available Funds
Rate. With respect to each Payment Date on or after the Step-Up Date and the
Class VIII-A-1 Notes and Class VIII-A-2 Notes, the lesser of (i) 6.000% and
6.000% per annum, respectively, and (ii) the related Available Funds Rate. With
respect to each Payment Date and the Class IX-A Notes, a rate equal to the
lesser of (x) One-Month LIBOR plus the related Note Margin and (y) the related
Available Funds Rate.

         NOTE MARGIN: With respect to the Class I-A-1 Notes, on any Payment Date
prior to the Step-Up Date, 0.220% per annum, and on any Payment Date on and
after the Step-Up Date, 0.440% per annum. With respect to the Class I-A-2 Notes,
on any Payment Date prior to the Step-Up Date, 0.280% per annum, and on any
Payment Date on and after the Step-Up Date, 0.560% per annum. With respect to
the Class I-A-3 Notes, on any Payment Date prior to the Step-Up Date, 0.310% per
annum, and on any Payment Date on and after the Step-Up Date, 0.620% per annum.
With respect to the Class II-A-1 Notes, on any Payment Date prior to the Step-Up
Date, 0.210% per annum, and on any Payment Date on and after the Step-Up Date,
0.420% per annum. With respect to the Class II-A-2 Notes, on any Payment Date
prior to the Step-Up Date, 0.280% per annum, and on any Payment Date on and
after the Step-Up Date, 0.560% per annum. With respect to the Class III-A-1
Notes, on any Payment Date prior to the Step-Up Date, 0.220% per annum, and on
any Payment Date on and after the Step-Up Date, 0.440% per annum. With respect
to the Class III-A-2 Notes, on any Payment Date prior to the Step-Up Date,
0.290% per annum, and on any Payment Date on and after the Step-Up Date, 0.580%
per annum .With respect to the Class M-1 Notes, on any Payment Date prior to the
Step-Up Date, 0.570% per annum, and on any Payment Date on and after the Step-Up
Date, 0.855% per annum. With respect to the Class M-2 Notes, on any Payment Date
prior to the Step-Up Date, 0.600% per annum, and on any Payment Date on and
after the Step-Up Date, 0.900% per annum. With respect to the Class M-3 Notes,
on any Payment Date prior to the Step-Up Date, 0.700% per annum, and on any
Payment Date on and after the Step-Up Date, 1.050% per annum. With respect to
the Class M-4 Notes, on any Payment Date prior to the Step-Up Date, 0.850% per
annum, and on any Payment Date on and after the Step-Up Date, 1.275% per annum.
With respect to the Class M-5 Notes, on any Payment Date prior to the Step-Up
Date, 1.000% per annum, and on any Payment Date on and after the Step-Up Date,
1.500% per annum. With respect to the Class M-6 Notes, on any Payment Date prior
to the Step-Up Date, 2.000% per annum, and on any Payment Date on and after the
Step-Up Date, 3.000% per annum. With respect to the Class M-7 Notes, on any
Payment Date prior to the Step-Up Date, 2.000% per annum, and on any Payment
Date on and after the Step-Up Date, 3.000% per annum. With respect to the Class
M-8 Notes, on any Payment Date prior to the Step-Up Date, 2.100% per annum, and
on any Payment Date on and after the Step-Up Date, 3.150% per annum. With
respect to the Class B Notes, on any Payment Date prior to the Step-Up Date,
3.000% per annum, and on any Payment Date on and after the Step-Up Date, 4.500%
per annum. With respect to the Class VIII-M-1 Notes, on any Payment Date prior
to the Step-Up Date, 0.600% per annum, and on any Payment Date on and after the
Step-Up Date, 0.900% per annum. With respect to the Class VIII-M-2 Notes, on any
Payment Date prior to the Step-Up Date, 0.850% per



                                       49
<PAGE>


annum, and on any Payment Date on and after the Step-Up Date, 1.275% per annum.
With respect to the Class VIII-M-3 Notes, on any Payment Date prior to the
Step-Up Date, 1.000% per annum, and on any Payment Date on and after the Step-Up
Date, 1.500% per annum. With respect to the Class VIII-M-4 Notes, on any Payment
Date prior to the Step-Up Date, 2.000% per annum, and on any Payment Date on and
after the Step-Up Date, 3.000% per annum. With respect to the Class VIII-M-5
Notes, on any Payment Date prior to the Step-Up Date, 2.000% per annum, and on
any Payment Date on and after the Step-Up Date, 3.000% per annum. With respect
to the Class VIII-M-6 Notes, on any Payment Date prior to the Step-Up Date,
2.100% per annum, and on any Payment Date on and after the Step-Up Date, 3.150%
per annum. With respect to the Class IX-A Notes, on any Payment Date prior to
the Step-Up Date, 0.160% per annum, and on any Payment Date on and after the
Step-Up Date, 0.320% per annum. With respect to each of the Class IV-A , Class
V-A, Class VI-A and Class VII-A Notes after the applicable Note Rate Change
Date, 2.000% per annum.

         NOTE OWNER: The Beneficial Owner of a Note.

         NOTE PRINCIPAL BALANCE: With respect to any Note as of any date of
determination, the initial Note Principal Balance as stated on the face thereof,
minus all amounts distributed in respect of principal with respect to such Note
and (a) plus, in the case of the Class I-A-2, Class I-A-3, Class II-A-2, Class
III-A-2, Class IV-A-2, Class V-A-2, Class VII-A-2, Class M, Class B, Class
VIII-A-1, Class VIII-A-2, Class VIII-M Notes, any Subsequent Recoveries
allocated thereto and (b) minus, in the case of the Class I-A-2, Class I-A-3,
Class II-A-2, Class III-A-2, Class IV-A-2, Class V-A-2, Class VII-A-2, Class
VIII-A-1, Class VIII-A-2, Class M, Class B and Class VIII-M Notes, the aggregate
amount of any reductions in the Note Principal Balance thereof deemed to have
occurred in connection with allocations of Realized Losses on all prior Payment
Dates in accordance with Section 3.38 of the Indenture.

         NOTE RATE CHANGE DATE: With respect to the Class IV-A , Class V-A,
Class VI-A and Class VII-A Notes, the Payment Date in March 2008, March 2008,
March 2010 and March 2010, respectively.

         NOTE REGISTER: The register maintained by the Note Registrar in which
the Note Registrar shall provide for the registration of Notes and of transfers
and exchanges of Notes.

         NOTE REGISTRAR: The Indenture Trustee, in its capacity as Note
Registrar, or any successor to the Indenture Trustee in such capacity.

         NOTEHOLDER OR HOLDER: The Person in whose name a Note is registered in
the Note Register, except that, any Note registered in the name of the
Depositor, the Issuer, American Home Mortgage Investment Corp., the Indenture
Trustee, the Securities Administrator, the Seller, HELOC Back-Up Servicer, HELOC
Servicer, RMBS Servicer or RMBS Master Servicer or any Affiliate of any of them
shall be deemed not to be a holder or holders, nor shall any so owned be
considered outstanding, for purposes of giving any request, demand,
authorization, direction, notice, consent or waiver under the Indenture or the
Trust Agreement; provided that, in determining whether the Securities
Administrator and the Indenture Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Securities Administrator, the Indenture
Trustee or the



                                       50
<PAGE>


Owner Trustee actually knows to be so owned shall be so disregarded. Owners of
Notes that have been pledged in good faith may be regarded as Holders if the
pledgee establishes to the satisfaction of the Securities Administrator, the
Indenture Trustee or the Owner Trustee the pledgee's right so to act with
respect to such Notes and that the pledgee is not the Issuer, any other obligor
upon the Notes or any Affiliate of any of the foregoing Persons.

         OFFERED NOTES: The Class I-A, Class II-A, Class III-A, Class IV-A,
Class V-A, Class VI-A, Class VII-A, Class VIII-A, Class IX-A, Class M-1, Class
M-2, Class M-3 and Class VIII-M-1 Notes.

         OFFICER'S CERTIFICATE: With respect to the HELOC Back-Up Servicer,
HELOC Servicer, RMBS Servicer or RMBS Master Servicer, as applicable, a
certificate signed by the President, Managing Director, a Director, a Vice
President or an Assistant Vice President, of the HELOC Back-Up Servicer, HELOC
Servicer, RMBS Servicer or RMBS Master Servicer, as applicable, and delivered to
the Indenture Trustee, RMBS Master Servicer or the HELOC Back-Up Servicer, as
applicable. With respect to the Issuer, a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
and delivered to the Securities Administrator. Unless otherwise specified, any
reference in the Indenture to an Officer's Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer.

         ONE-MONTH LIBOR: With respect to any Accrual Period, the rate
determined by the Securities Administrator on the related Interest Determination
Date on the basis of the London interbank offered rate for one-month United
States dollar deposits, as such rates appear on the Telerate Screen Page 3750,
as of 11:00 a.m. (London time) on such Interest Determination Date.

         In the event that on any Interest Determination Date, Telerate Screen
Page 3750 fails to indicate the London interbank offered rate for one-month
United States dollar deposits, then One-Month LIBOR for the related Accrual
Period will be established by the Securities Administrator as follows:

         (i)      If on such Interest Determination Date two or more Reference
Banks provide such offered quotations, One-Month LIBOR for the related Accrual
Period shall be the arithmetic mean of such offered quotations (rounded upwards
if necessary to the nearest whole multiple of 1/16%).

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

         (iii)    If no such quotations can be obtained and no Reference Bank
rate is available, One-Month LIBOR will be the One-Month LIBOR rate applicable
to the preceding Accrual Period.

         The establishment of One-Month LIBOR on each Interest Determination
Date by the Securities Administrator and the Securities Administrator's
calculation of the applicable Note



                                       51
<PAGE>


Interest Rate applicable for the related Accrual Period shall (in the absence of
manifest error) be final and binding.

         OPINION OF COUNSEL: A written opinion of counsel acceptable to the
Indenture Trustee, the Insurer, the RMBS Master Servicer or HELOC Back-Up
Servicer, as applicable, in its reasonable discretion which counsel may be
in-house counsel for the HELOC Back-Up Servicer, HELOC Servicer, RMBS Servicer
or RMBS Master Servicer, as applicable, if acceptable to the Indenture Trustee,
the RMBS Master Servicer, the HELOC Back-Up Servicer, the Insurer and the Rating
Agencies or counsel for the Depositor, as the case may be.

         ORIGINAL PRE-FUNDED AMOUNT: The Group I, Group II, Group III, Group IV,
Group V, Group VI, Group VII, Group VIII or Group IX Original Pre-Funded Amount,
as applicable.

         ORIGINAL VALUE: Except in the case of a refinanced Mortgage Loan, the
lesser of the Appraised Value or sales price of Mortgaged Property at the time a
Mortgage Loan is closed, and for a refinanced Mortgage Loan, the Original Value
is the value of such property set forth in an appraisal acceptable to the HELOC
Back-Up Servicer, HELOC Servicer, RMBS Servicer or RMBS Master Servicer, as
applicable.

         OTHER BASIS RISK AMOUNT: With respect to any Payment Date, an amount
equal to the sum of (i) the aggregate Basis Risk Shortfall Carry-Forward Amount
or Net WAC Shortfall Carry-Forward Amount, as applicable, with respect to the
Class II-A, Class IV-A-1, Class V-A-1, Class VII-A-1, Class VIII-A and Class
VIII-M-1 Notes for such Payment Date and (ii) the aggregate Excess Basis Risk
Shortfall Carry-Forward Amount with respect to the Class I-A, Class III-A, Class
M-1, Class M-2 and Class M-3 Notes for such Payment Date.

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

         (i)      Notes theretofore canceled by the Note Registrar or delivered
to the Indenture Trustee for cancellation; and

         (ii)     Notes in exchange for or in lieu of which other Notes have
been executed, authenticated and delivered pursuant to the Indenture unless
proof satisfactory to the Indenture Trustee is presented that any such Notes are
held by a holder in due course.

         OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan
(including an REO Property but excluding a Charged-Off HELOC Mortgage Loan)
which was not the subject of a Principal Prepayment in Full, Cash Liquidation or
REO Disposition and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to the HELOC Servicing Agreement, RMBS Servicing
Agreement or Mortgage Loan Purchase Agreement, as applicable.

         OVERCOLLATERALIZATION INCREASE AMOUNT: With respect to the Group I,
Group II, Group III, Group IV, Group V, Group VI and Group VII Loans, with
respect to any Payment Date, the lesser of (i) the related Net Monthly Excess
Cashflow for such Payment Date and (ii) the excess, if any, of (a) the related
Overcollateralization Target Amount over (b) the related Overcollateralized
Amount on such Payment Date (after taking into account payments to the related
Notes of the related Basic Principal Distribution Amount on such Payment Date).
With



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<PAGE>


respect to the Group VIII Loans, with respect to any Payment Date on or prior to
the earlier of (x) the first possible optional termination date with respect to
the Group VIII Loans and (y) the Payment Date in March 2015, the lesser of (i)
the related Net Monthly Excess Cashflow for such Payment Date and (ii) the
excess, if any, of (a) the related Overcollateralization Target Amount over (b)
the related Overcollateralized Amount on such Payment Date (after taking into
account payments to the related Notes of the related Basic Principal
Distribution Amount on such Payment Date), and thereafter, the related Net
Monthly Excess Cashflow for such Payment Date.

         OVERCOLLATERALIZATION REDUCTION AMOUNT: With respect to Loan Group IX
and any Payment Date, the lesser of (x) the related Excess Overcollateralization
Amount for such Payment Date and (y) the Investor Principal Distribution Amount
for such Payment Date (before taking into account the related
Overcollateralization Reduction Amount).

         OVERCOLLATERALIZATION TARGET AMOUNT: With respect to Loan Group I, Loan
Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI and Loan
Group VII, 0.35% of the sum of the Group I, Group II, Group III, Group IV, Group
V, Group VI and Group VII Cut-off Date Balances plus the amount of any
Additional Net Negative Amortization Amount. With respect to Loan Group VIII,
0.35% of the Group VIII Cut-off Date Balance. However after the earlier of (a)
first possible optional termination date with respect to the Group VIII Loans
and (b) the Payment Date in March 2015, the Overcollateralization Target Amount
with respect to Loan Group VIII will no longer be applicable. With respect to
Loan Group IX, (1) prior to the related Stepdown Date, an amount equal to the
sum of (a) the Group IX Delinquent HELOC Amount and (b) 4.50% of the Group IX
Cut-off Date Balance and (2) on or after the related Stepdown Date, an amount
equal to the sum of (a) the Group IX Delinquent HELOC Amount and (b) the
greatest of (x) 9.00% of the Invested Amount, (y) 0.90% of the Group IX Cut-off
Date Balance, and (z) the aggregate Stated Principal Balance of the three Group
IX Loans with the greatest Stated Principal Balance; provided, however, that if
a related Trigger Event is in effect for the Group IX Loans, then the
Overcollateralization Target Amount for the Group IX Loans will be the same as
on the prior Payment Date.

         OVERCOLLATERALIZED AMOUNT: For any Payment Date and Loan Group I, Loan
Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI and Loan
Group VII, the amount, if any, by which (i) the aggregate Stated Principal
Balance of the related mortgage loans (after giving effect to scheduled payments
of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related
Prepayment Period, including Realized Losses on the mortgage loans incurred
during the related Prepayment Period) and the related Pre-Funded Amount, exceeds
(ii) the aggregate Note Principal Balance of the related Class I-A, Class II-A,
Class III-A, Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M and Class B
Notes as of such Payment Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal payment on these Notes on such Payment Date).
For any Payment Date and Loan Group VIII, the amount, if any, by which (i) the
aggregate Stated Principal Balance of the related mortgage loans (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, including Realized Losses on the
mortgage loans incurred during the related Prepayment Period) and the related
Pre-Funded Amount, exceeds (ii) the aggregate Note Principal Balance of the
Class VIII-A Notes and Class VIII-M Notes as of such Payment Date (assuming that
100%



                                       53
<PAGE>


of the Principal Remittance Amount is applied as a principal payment on these
Notes on such Payment Date). For any Payment Date and Loan Group IX, the amount,
if any, by which (i) the Invested Amount exceeds (ii) the Note Principal Balance
of the Class IX-A Notes as of such Payment Date (after giving effect to all
other distributions of principal on these Notes on such Payment Date). The
initial amount of overcollateralization in the Group IX Loans is approximately
0.60% of the Group IX Cut-off Date Balance.

         OWNER TRUST ESTATE: The corpus of the Issuer created by the Trust
Agreement which consists of items referred to in Section 3.01 of the Trust
Agreement.

         OWNER TRUSTEE: Wilmington Trust Company and its successors and assigns
or any successor owner trustee appointed pursuant to the terms of the Trust
Agreement.

         OWNER TRUSTEE'S FEE: A fee of $4,000 per annum payable to the Owner
Trustee in advance on the Closing Date and each anniversary thereof by American
Home Mortgage Servicing, Inc.; provided, however, that in the event of any
removal or resignation of the Owner Trustee, the Owner Trustee will promptly
remit to American Home Mortgage Servicing, Inc.the portion of the Owner Trustee
Fee that would have been earned by the Owner Trustee during the remainder of
such year had it not been removed or resigned or the Notes redeemed.

         PAYING AGENT: Any paying agent or co-paying agent appointed pursuant to
Section 3.03 of the Indenture, which initially shall be the Indenture Trustee.

         PAYMENT ACCOUNT: The account established by the Indenture Trustee
pursuant to Section 3.01 of the Indenture. The Payment Account shall be an
Eligible Account.

         PAYMENT DATE: The 25th day of each month, or if such day is not a
Business Day, then the next Business Day, commencing in April 2005.

         PERCENTAGE INTEREST: With respect to any Note, the percentage obtained
by dividing the Note Principal Balance of such Note by the aggregate Note
Principal Balances of all Notes of that Class. With respect to any Certificate,
the percentage as stated on the face thereof.

         PERIODIC RATE CAP: With respect to any ARM Loan, the maximum rate, if
any, by which the Mortgage Rate on such Mortgage Loan can adjust on any
Adjustment Date, as stated in the related Mortgage Note or Mortgage.

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

         PLAN: Any employee benefit plan or certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.

         PLAN ASSETS: Assets of a Plan within the meaning of Department of Labor
regulation 29 C.F.R. ss. 2510.3-101.



                                       54
<PAGE>


         POOL BALANCE: With respect to any date of determination, the aggregate
of the Stated Principal Balances of all Mortgage Loans as of such date.

         PREFERENCE AMOUNT: Any amount previously distributed to a Class IX-A
Noteholder on the Class IX-A Notes that is recoverable and sought to be
recovered as a voidable preference by a trustee in bankruptcy pursuant to the
United States Bankruptcy Code (11 U.S.C.), as amended from time to time, in
accordance with a final nonappealable order of a court having competent
jurisdiction.

         PREMIUM AMOUNT: The premium payable to the Insurer pursuant to the
Insurance Agreement.

         PREPAYMENT INTEREST SHORTFALL: As to any Payment Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property or a HELOC Mortgage
Loan) that was the subject of (a) a Principal Prepayment in Full during the
related Prepayment Period, an amount equal to the excess of interest accrued
during the related Prepayment Period at the Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan over the sum of the amount of interest
paid by the Mortgagor for such Prepayment Period to the date of such Principal
Prepayment in Full or (b) a partial Principal Prepayment during the related
Prepayment Period, an amount equal to the interest at the Mortgage Rate (less
the RMBS Servicing Fee Rate) during the related Prepayment Period on the amount
of such partial Principal Prepayment.

         PREPAYMENT PERIOD: With respect to each Mortgage Loan and any Payment
Date, the calendar month immediately preceding the month in which such Payment
Date occurs.

         PRINCIPAL COLLECTIONS: For each Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group IX Loans, and consist of amounts
collected during the related Due Period on the HELOC Mortgage Loans and
allocated to principal in accordance with the terms of the related Credit Line
Agreement together with the principal portion of any Purchase Price or any
Substitution Adjustment Amounts paid during the preceding Due Period and any
Group IX Pre-Funded Amount to the distributed to the Class IX-A Noteholders
pursuant to Section 3.32 of the Indenture, net of fees and other amounts
reimbursable to the Owner Trustee, Indenture Trustee, Securities Administrator,
HELOC Servicer and HELOC Back-Up Servicer as provided in the Basic Documents and
allocable to the Group IX Loans, or, if any such reimbursable amounts are not
allocable to such Mortgage Loans, then the Group IX's pro rata share of such
amounts, to the extent not paid or reimbursed from Interest Collections. For
purposes of this definition, "pro rata share" shall be a fraction, the numerator
of which is equal to the aggregate of the Stated Principal Balance of the Group
IX Loans for such Payment Date and the denominator of which is equal to the Pool
Balance for such Payment Date.

         PRINCIPAL DISTRIBUTION AMOUNT: For any Payment Date, as determined
separately for the Group I, Group II, Group III, Group IV, Group V, Group VI and
Group VII Loans collectively and for the Group VIIII Loans, the sum of (a) the
related Basic Principal Distribution Amount, and (b) the related
Overcollateralization Increase Amount. In addition, the Principal Distribution
Amount shall be reduced to the extent the Overcollateralized Amount for these
Loan Groups exceeds the related Overcollateralization Target Amount, by the
amount of such excess.



                                       55
<PAGE>


         PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date to the
extent that it is not accompanied by an amount as to interest representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment, including Insurance Proceeds and Repurchase Proceeds,
but excluding the principal portion of Net Liquidation Proceeds received at the
time a Mortgage Loan becomes a Liquidated Mortgage Loan.

         PRINCIPAL REMITTANCE AMOUNT: For any Payment Date and any Loan Group or
the Mortgage Loans in the aggregate, as applicable, the sum of

         1.       the principal portion of all scheduled monthly payments on the
                  related Mortgage Loans due on the related Due Date, to the
                  extent received or advanced;

         2.       the principal portion of all proceeds of the repurchase of a
                  Mortgage Loan in the related Loan Group (or, in the case of a
                  substitution, certain amounts representing a principal
                  adjustment) as required by the Mortgage Loan Purchase
                  Agreement during the preceding calendar month;

         3.       any amount remaining on deposit in the related Pre-Funding
                  Account at the end of the Funding Period; and

         4.       the principal portion of all other unscheduled collections
                  received during the preceding calendar month in respect of the
                  related Mortgage Loans, including full and partial
                  prepayments, the proceeds of any repurchase of such Mortgage
                  Loans by the Seller or holder of the Trust Certificates,
                  Liquidation Proceeds and Insurance Proceeds, in each case to
                  the extent applied as recoveries of principal.

In addition, with respect to the Group I Loans, the Principal Remittance Amount
shall be reduced (to not less than zero) by the Negative Amortization Amount on
the Group I Loans.

         PRIMARY INSURANCE POLICY: Each primary policy of mortgage guaranty
insurance issued by a Qualified Insurer or any replacement policy therefor.

         PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

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

         PROSPECTUS: The Prospectus Supplement, dated March 22, 2005, together
with the attached Prospectus, dated March 22, 2005.

         PROTECTED ACCOUNT: An account established and maintained for the
benefit of Noteholders by the RMBS Servicer with respect to the related Mortgage
Loans and with respect to REO Property pursuant to the RMBS Servicing Agreement.

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



                                       56
<PAGE>


         PURCHASER: American Home Mortgage Securities, LLC, a Delaware
corporation, and its successors and assigns.

         QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as an insurer
by the HELOC Servicer, RMBS Servicer or RMBS Master Servicer, as applicable, and
as a Fannie Mae-approved mortgage insurer.

         RAPID AMORTIZATION EVENT: As defined in Section 3.08 in the Indenture.

         RAPID AMORTIZATION PERIOD: Begins on the earlier of Payment Date in
April 2010 or the occurrence of a Rapid Amortization Event.

         RATING AGENCY: Any nationally recognized statistical rating
organization, or its successor, that rated the Notes at the request of the
Depositor at the time of the initial issuance of the Notes. Initially, Standard
& Poor's and Moody's. If such organization or a successor is no longer in
existence, "Rating Agency" with respect to the Notes shall be such nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the
Indenture Trustee, the HELOC Back-Up Servicer and the RMBS Master Servicer.
References herein to the highest short term unsecured rating category of a
Rating Agency shall mean A-1 or better in the case of Standard & Poor's and P-1
or better in the case of Moody's and in the case of any other Rating Agency
shall mean such equivalent ratings. References herein to the highest long-term
rating category of a Rating Agency shall mean "AAA" in the case of Standard &
Poor's and "Aaa" in the case of Moody's and in the case of any other Rating
Agency, such equivalent rating.

         REALIZED LOSS: With respect to a Mortgage Loan, other than a HELOC
Mortgage Loan, and as reported by the RMBS Servicer to the RMBS Master Servicer,
is (i) a Deficient Valuation, or (ii) as to any Liquidated Mortgage Loan, the
unpaid principal balance thereof plus accrued and unpaid interest thereon at the
Mortgage Rate through the last day of the month of liquidation less the Net
Liquidation Proceeds with respect to such Mortgage Loan and the related
Mortgaged Property.

         RECORD DATE: For each Class of Notes, other than the Class IV-A, Class
V-A, Class VI-A, Class VII-A and Class VIII-A Notes, and each Payment Date, will
be the close of business on the business day immediately preceding such Payment
Date; provided, however, if any such Note is no longer a Book-Entry Note, the
"Record Date" for such Class of Notes shall be the close of business on the last
business day of the calendar month preceding such Payment Date. For each Class
of the Class IV-A, Class V-A, Class VI-A, Class VII-A and Class VIII-A Notes and
each Payment Date, the close of business on the last business day of the
calendar month preceding such Payment Date.

         RECOVERIES: With respect to a Charged-Off HELOC Mortgage Loan, the
proceeds (including Released Mortgaged Property Proceeds but not including
amounts drawn under the



                                       57
<PAGE>


Insurance Policy) received by the HELOC Servicer in connection with such
Charged-Off HELOC Mortgage Loan minus related Servicing Advances.

         REFERENCE BANKS: Any leading banks selected by the Securities
Administrator and engaged in transactions in Eurodollar deposits in the
international Eurocurrency market (i) with an established place of business in
London, (ii) whose quotations appear on the Telerate Screen Page 3750 on the
Interest Determination Date in question, (iii) which have been designated as
such by the Securities Administrator, and (iv) which are not Affiliates of the
Depositor, the Seller, the HELOC Back-Up Servicer, the HELOC Servicer, the RMBS
Master Servicer or the RMBS Servicer.

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

         RELATED DOCUMENTS: With respect to each Mortgage Loan, the documents
specified in Section 2.1(b) of the Mortgage Loan Purchase Agreement, and the
related Subsequent Mortgage Loan Purchase Agreement, and any documents required
to be added to such documents pursuant to the Mortgage Loan Purchase Agreement,
the Trust Agreement, Indenture, the HELOC Servicing Agreement or the RMBS
Servicing Agreement.

         RELEASED MORTGAGED PROPERTY PROCEEDS: As to any HELOC Mortgage Loan,
proceeds received by the HELOC Servicer in connection with (a) a taking of an
entire Mortgaged Property by exercise of the power of eminent domain or
condemnation or (b) any release of part of the Mortgaged Property from the lien
of the related Mortgage, whether by partial condemnation, sale or otherwise,
which are not released to the Mortgagor in accordance with (i) applicable law,
(ii) Accepted Servicing Practices and (iii) the HELOC Servicing Agreement.

         RELIEF ACT: The Servicemember's Civil Relief Act.

         RELIEF ACT SHORTFALL: As to any Payment Date and any Mortgage Loan
(other than a Mortgage Loan relating to an REO Property), any shortfalls
relating to the Relief Act or similar legislation or regulations.

         REMITTANCE REPORT: The report prepared by the HELOC Back-Up Servicer,
HELOC Servicer or RMBS Servicer, as applicable, pursuant to Section 4.01 of the
HELOC Servicing Agreement, HELOC Back-Up Servicing Agreement or RMBS Servicing
Agreement.

         REO ACQUISITION: The acquisition by the HELOC Servicer or RMBS
Servicer, as applicable, on behalf of the Issuer for the benefit of the
Noteholders and the Insurer of any REO Property pursuant to Section 3.13 of the
HELOC Servicing Agreement or RMBS Servicing Agreement.

         REO DISPOSITION: As to any REO Property, a determination by the HELOC
Servicer or RMBS Servicer, as applicable, that it has received substantially all
Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and
recoveries (including proceeds of a final sale) which the HELOC Servicer or RMBS
Servicer, as applicable, expects to be finally recoverable from the sale or
other disposition of the REO Property.



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<PAGE>


         REO IMPUTED INTEREST: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been Outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period as such balance is reduced pursuant to Section 3.13 of the HELOC
Servicing Agreement or RMBS Servicing Agreement, as applicable, by any income
from the REO Property treated as a recovery of principal.

         REO PROCEEDS: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the related
Collection Account or Protected Account only upon the related REO Disposition.

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

         REPURCHASE PRICE: With respect to any Mortgage Loan required to be
repurchased by the Seller on any date pursuant to the Mortgage Loan Purchase
Agreement or the HELOC Servicing Agreement or purchased by the RMBS Servicer or
HELOC Servicer, as applicable, pursuant to the RMBS Servicing Agreement or the
HELOC Servicing Agreement, as applicable, an amount equal to the sum, without
duplication, of (i) 100% of the Stated Principal Balance thereof (without
reduction for any amounts charged off) and (ii) unpaid accrued interest at the
Mortgage Rate on the outstanding principal balance thereof from the Due Date to
which interest was last paid by the Mortgagor to the first day of the month
following the month of purchase plus (iii) the amount of unreimbursed Monthly
Advances or unreimbursed Servicing Advances made with respect to such Mortgage
Loan plus (iv) any other amounts owed to the RMBS Master Servicer, RMBS
Servicer, HELOC Servicer or HELOC Back-Up Servicer, as applicable, pursuant to
the related Servicing Agreement and not included in clause (iii) of this
definition plus (v) any costs and damages incurred by the trust in connection
with any violation by such loan of any predatory lending law.

         REPURCHASE PROCEEDS: The Repurchase Price in connection with any
repurchase of a Mortgage Loan by the Seller and any cash deposit in connection
with the substitution of a Mortgage Loan.

         RESERVE INTEREST RATE: With respect to any Interest Determination Date,
the rate per annum that the Securities Administrator determines to be either (i)
the arithmetic mean (rounded upwards if necessary to the nearest whole multiple
of 0.0625%) of the one-month, six-month or one-year (as applicable) United
States dollar lending rates which New York City banks selected by the Securities
Administrator are quoting on the relevant Interest Determination Date to the
principal London offices of leading banks in the London interbank market or (ii)
in the event that the Securities Administrator can determine no such arithmetic
mean, the lowest one-month, six-month or one-year (as applicable) United States
dollar lending rate which New York City banks selected by the Securities
Administrator are quoting on such Interest Determination Date to leading
European banks.

         RESPONSIBLE OFFICER: With respect to the Indenture Trustee or the
Securities Administrator, (a) any officer within the corporate trust department
of the Indenture Trustee



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<PAGE>


including any vice president, assistant vice president, treasurer, assistant
treasurer, trust officer or any other officer of the Indenture Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and (b) who shall have direct responsibility for the
administration of the applicable Agreement.

         RMBS MASTER SERVICER: Wells Fargo Bank, N.A., a national banking
association, and its successors and assigns.

         RMBS MASTER SERVICING AGREEMENT: The Master Servicing Agreement dated
as of March 23, 2005, among the RMBS Master Servicer, Securities Administrator,
Indenture Trustee and Issuer.

         RMBS MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans attached as
Exhibit A to the RMBS Servicing Agreement.

         RMBS SERVICER: American Home Mortgage Servicing, Inc., a Maryland
corporation, and its successors and assigns.

         RMBS SERVICER REMITTANCE DATE: The eighteenth (18th) calendar day of
each month or, if such eighteenth (18th) day is not a Business Day, then the
Business Day immediately preceding such eighteenth (18th) day of the month.

         RMBS SERVICING AGREEMENT: The Servicing Agreement dated as of March 23,
2005, among the Seller, RMBS Servicer, RMBS Master Servicer, Issuer and
Indenture Trustee.

         RMBS SERVICING FEE: With respect to each Mortgage Loan (other than a
HELOC Mortgage Loan) and any Payment Date, the fee payable monthly to the RMBS
Servicer in respect of servicing compensation that accrues at an annual rate
equal to the RMBS Servicing Fee Rate multiplied by the Stated Principal Balance
of such Mortgage Loan as of the first day of the related Due Period.

         RMBS SERVICING FEE RATE: With respect to any Mortgage Loan (other than
a HELOC Mortgage Loan) with an original principal balance of less than or equal
to $359,650, 0.375% per annum, and with respect to each other Mortgage Loan
(other than a HELOC Mortgage Loan) 0.250% per annum.

         RMBS SERVICING TRIGGER EVENT: An RMBS Servicing Trigger Event is in
effect with respect to any Payment Date if either:

         (a)      the Rolling Three Month Delinquency Rate for the Mortgage
Loans is greater than 6%; or

         (b)      the cumulative amount of Realized Losses incurred on the
Mortgage Loans from the Cut-off Date through the end of the calendar month
immediately preceding such Payment Date exceeds the applicable percentage set
forth below of the aggregate Group I, Group II, Group III, Group IV, Group V,
Group VI, Group VII and Group VIII Cut-off Date Balance:



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<PAGE>


         0.15% with respect to each month up to April 2006
         0.15% with respect to May 2006, plus an additional 1/12th of
         0.50% for each month thereafter until April 2007
         0.65% with respect to May 2007, plus an additional 1/12th of
         0.95% for each month thereafter until April 2008
         1.60% with respect to May 2008, plus an additional 1/12th of
         0.80% for each month thereafter until April 2009
         2.40% with respect to May 2009, plus an additional 1/12th of
         0.75% for each month thereafter until April 2010
         3.15% with respect to May 2010, plus an additional 1/12th of
         0.55% for each month thereafter until April 2011
         3.70% with respect to May 2011 and each month thereafter

provided, however, that if the RMBS Servicer is rated "SQ2" or better by Moody's
on any date, the RMBS Servicing Trigger Event will no longer be in effect with
respect to any Payment Date thereafter.

         ROLLING THREE MONTH DELINQUENCY RATE: With respect to any Payment Date,
the average of the Delinquency Rates for each of the three (or one and two, in
the case of the first and second Payment Dates, respectively) immediately
preceding months.

         SARBANES OXLEY CERTIFICATION: A written certification covering
servicing of the Mortgage Loans by all Servicers and signed by an officer of the
Depositor that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from
time to time, and (ii) the February 21, 2003 Statement by the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission
Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time.

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

         SECURITIES ADMINISTRATOR: Wells Fargo Bank, N.A., a national banking
association, and its successors and assigns.

         SECURITIES ADMINISTRATOR COLLECTION ACCOUNT: The account established by
the Securities Administrator pursuant to Section 3.06 of the RMBS Master
Servicing Agreement.

         SECURITIES INTERMEDIARY: Deutsche Bank National Trust Company, or its
successors and assigns.

         SECURITY: Any of the Certificates or Notes.

         SECURITYHOLDER or HOLDER: Any Noteholder or a Certificateholder.



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<PAGE>


         SECURITY INSTRUMENT: A written instrument creating a valid first lien
on a Mortgaged Property securing a Mortgage Note, which may be any applicable
form of mortgage, deed of trust, deed to secure debt or security deed, including
any riders or addenda thereto.

         SELLER: American Home Mortgage Acceptance, Inc., a Maryland
corporation, and its successors and assigns.

         SENIOR LIEN: With respect to any HELOC Mortgage Loan that is a second
priority lien, the mortgage loan or mortgage loans relating to the corresponding
Mortgaged Property having priority senior to that of such HELOC Mortgage Loan.

         SERVICER: The RMBS Servicer, the HELOC Back-Up Servicer or the HELOC
Servicer, as applicable.

         SERVICING ACCOUNT: The separate trust account created and maintained by
the RMBS Servicer, or each Subservicer with respect to the Mortgage Loans or REO
Property, which shall be an Eligible Account, for collection of taxes,
assessments, insurance premiums and comparable items as described in Section
3.08 of the RMBS Servicing Agreement.

         SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event in the performance by the HELOC Servicer, RMBS
Servicer, as applicable, or any Subservicer of its servicing obligations,
including, without duplication, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures and any expenses
incurred in relation to any such proceedings that result from the Mortgage Loan
being registered on the MERS(R) System, (iii) the management and liquidation of
any REO Property, (iv) compliance with the obligations under Sections 3.10,
3.11, 3.13 of the RMBS Servicing Agreement, or Sections 3.11 and 3.13 of the
HELOC Servicing Agreement (v) covering any expenses incurred by or on behalf of
the HELOC Servicer or the RMBS Servicer, as applicable, in connection with
obtaining Insurance Proceeds and (vi) that is applied to the restoration or
repair of the related Mortgaged Property.

         SERVICING AGREEMENT: Each of the RMBS Servicing Agreement, the HELOC
Back-Up Servicing Agreement or the HELOC Servicing Agreement, as applicable.

         SERVICING CERTIFICATE: A certificate completed and executed by a
Servicing Officer on behalf of the HELOC Back-Up Servicer, HELOC Servicer or
RMBS Servicer, as applicable, in accordance with Section 4.01 of the HELOC
Back-Up Servicing Agreement, HELOC Servicing Agreement or RMBS Servicing
Agreement.

         SERVICING DEFAULT: The meaning assigned in Section 6.01 of the HELOC
Back-Up Servicing Agreement, HELOC Servicing Agreement, RMBS Master Servicing
Agreement or RMBS Servicing Agreement, as applicable.

         SERVICING OFFICER: Any officer of the HELOC Back-Up Servicer, HELOC
Servicer, RMBS Servicer or RMBS Master Servicer, as applicable, involved in, or
responsible for, the administration and servicing (or master servicing, as
applicable) of the Mortgage Loans whose name and specimen signature appear on a
list of servicing officers furnished to the Indenture



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<PAGE>


Trustee, the RMBS Master Servicer or the HELOC Back-Up Servicer, as applicable,
by the HELOC Back-Up Servicer, HELOC Servicer, RMBS Servicer or RMBS Master
Servicer, as applicable, on the Closing Date, as such list may be amended from
time to time.

         SIX-MONTH LIBOR: With respect to any Accrual Period, the rate
determined by the Securities Administrator on the related Interest Determination
Date on the basis of the London interbank offered rate for six-month United
States dollar deposits, as such rates appear on the Telerate Screen Page 3750,
as of 11:00 a.m. (London time) on such Interest Determination Date.

         In the event that on any Interest Determination Date, Telerate Screen
Page 3750 fails to indicate the London interbank offered rate for six-month
United States dollar deposits, then Six-Month LIBOR for the related Accrual
Period will be established by the Securities Administrator as follows:

         (i)      If on such Interest Determination Date two or more Reference
Banks provide such offered quotations, Six-Month LIBOR for the related Accrual
Period shall be the arithmetic mean of such offered quotations (rounded upwards
if necessary to the nearest whole multiple of 1/16%).

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

         (iii)    If no such quotations can be obtained and no Reference Bank
rate is available, Six-Month LIBOR will be the Six-Month LIBOR rate applicable
to the preceding Accrual Period.

         The establishment of Six-Month LIBOR on each Interest Determination
Date by the Securities Administrator and the Securities Administrator's
calculation of the applicable Note Interest Rate applicable for the related
Accrual Period shall (in the absence of manifest error) be final and binding.

         STANDARD & POOR'S: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.

         STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan that is not
a HELOC Mortgage Loan or related REO Property as of any date of determination,
(i) the principal balance of the Mortgage Loan outstanding as of the Cut-off
Date, after application of all scheduled Monthly Payments due on or before such
date, whether or not received, minus (ii) the sum of (a) the principal portion
of the Monthly Payments due with respect to such Mortgage Loan or REO Property
during each Due Period ending prior to the most recent Payment Date which were
received or with respect to which an Monthly Advance was made, (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property, and all
Insurance Proceeds, Liquidation Proceeds and REO Proceeds to the extent applied
by the RMBS Servicer as recoveries of principal in accordance with Section 3.13
of the RMBS Servicing Agreement, with respect to such Mortgage Loan or REO
Property, which were distributed pursuant to Section 3.05 of the



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<PAGE>


Indenture on any previous Payment Date, and (c) the principal portion of any
Realized Loss with respect thereto allocated pursuant to Section 3.31 of the
Indenture for any previous Payment Date, plus (iii) the cumulative amount of any
Negative Amortization; provided that the Stated Principal Balance of any
Liquidated Mortgage Loan is zero. With respect to any Mortgage Loan that is a
HELOC Mortgage Loan, the principal balance of the HELOC Mortgage Loan as of the
Cut-off Date, plus any Additional Balances in respect of such HELOC Mortgage
Loan minus all collections credited against the principal balance of such HELOC
Mortgage Loan in accordance with the related Mortgage Note and minus all prior
related Charge-Off Amounts. The Stated Principal Balance of any Liquidated HELOC
Mortgage Loan is zero.

         STATUTORY TRUST STATUTE: Chapter 38 of Title 12 of the Delaware Code,
12 DEL. Code ss.ss.3801 ET SEQ., as the same may be amended from time to time.

         STEPDOWN DATE: With respect to the Group I, Group II, Group III, Group
IV, Group V, Group VI and Group VII Loans, the later to occur of (x) the Payment
Date occurring in April 2008 and (y) the first Payment Date for which the Credit
Enhancement Percentage for the Class I-A, Class II-A, Class III-A, Class IV-A,
Class V-A, Class VI-A and Class VII-A Notes (calculated for this purposes only
after taking into account distributions of principal on the Group I, Group II,
Group III, Group IV, Group V, Group VI and Group VII Loans, but prior to any
payment of the Class A Principal Distribution Amount for these Notes then
entitled to payments of principal on that Payment Date) is greater than or equal
to approximately 14.90%. With respect to the Group VIII Loans, the later to
occur of (x) the Payment Date occurring in April 2008 and (y) the first Payment
Date for which the Credit Enhancement Percentage for the Class VIII-A Notes
(calculated for this purposes only after taking into account distributions of
principal on the Group VIII Loans, but prior to any payment of the Class VIII-A
Principal Distribution Amount for these Notes then entitled to payments of
principal on that Payment Date) is greater than or equal to approximately
14.70%. With respect to the Class IX-A Notes and Loan Group IX, the later to
occur of (x) the Payment Date occurring in October 2007 and (y) the Payment Date
on which the aggregate Investor Principal Distribution Amount actually
distributed to the holders of the Class IX-A Notes equals or exceeds one-half of
the Group IX Cut-off Date Balance.

         STEP-UP DATE: With respect to the Class I-A, Class II-A, Class III-A,
Class IV-A, Class V-A, Class VI-A, Class VII-A, Class M and Class B Notes, the
Payment Date occurring after the first Payment Date for which the aggregate
Stated Principal Balance of the Group I, Group II, Group III, Group IV, Group V,
Group VI and Group VII Loans as of the end of the related Due Period and the
related Pre-Funded Amount has been reduced to 10% or less of the sum of the
Group I, Group II, Group III, Group IV, Group V, Group VI and Group VII Cut-off
Date Balances. With respect to the Class VIII-A Notes and Class VIII-M Notes,
the earlier of (a) the Payment Date occurring in April 2015 and (b) the Payment
Date occurring after the first Payment Date for which the aggregate Stated
Principal Balance of the Group VIII Loans as of the end of the related Due
Period and the related Pre-Funded Amount has been reduced to 10% or less of the
Group VIII Cut-off Date Balance. With respect to the Class IX-A Notes, the
Payment Date occurring after the first Payment Date for which the Note Principal
Balance of the Class IX-A Notes immediately preceding such Payment Date has been
reduced to 10% or less of the initial Note Principal Balance of the Class IX-A
Notes.



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<PAGE>


         SUBSERVICER: Any Person with whom the HELOC Servicer or RMBS Servicer,
as applicable, has entered into a Subservicing Agreement as a Subservicer.

         SUBSERVICING ACCOUNT: An Eligible Account established or maintained by
a Subservicer as provided for in Section 3.06(e) of the HELOC Servicing
Agreement and RMBS Servicing Agreement.

         SUBSERVICING AGREEMENT: The written contract between the HELOC Servicer
or RMBS Servicer, as applicable, and any Subservicer relating to servicing and
administration of certain Mortgage Loans as provided in Section 3.02 of the RMBS
Servicing Agreement and HELOC Servicing Agreement.

         SUBSEQUENT RECOVERIES: Any Liquidation Proceeds received after the
final liquidation of a Mortgage Loan.

         SUBSEQUENT CUT-OFF DATE: With respect to any Subsequent Mortgage Loan
or Subsequent HELOC Mortgage Loans, the date, as designated by the Depositor,
that is the later of (i) the first day of the month in which the related
Subsequent Transfer Date occurs and (ii) the origination date of such Subsequent
Mortgage Loan or Subsequent HELOC Mortgage Loan, as the cut-off date with
respect to the related Subsequent Mortgage Loan or Subsequent HELOC Mortgage
Loan.

         SUBSTITUTION ADJUSTMENT AMOUNT: With respect to any Eligible Substitute
Mortgage Loan, the amount as defined in Section 2.03 of the HELOC Servicing
Agreement or RMBS Servicing Agreement, as applicable.

         SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT: Any of the Group I
Subsequent Mortgage Loan Purchase Agreement, Group II Subsequent Mortgage Loan
Purchase Agreement, Group III Subsequent Mortgage Loan Purchase Agreement, Group
IV Subsequent Mortgage Loan Purchase Agreement, Group V Subsequent Mortgage Loan
Purchase Agreement, Group VI Subsequent Mortgage Loan Purchase Agreement, Group
VII Subsequent Mortgage Loan Purchase Agreement, Group VIII Subsequent Mortgage
Loan Purchase Agreement and Group IX Subsequent Mortgage Loan Purchase
Agreement.

         SUBSEQUENT TRANSFER DATE: With respect to any Group I, Group II, Group
III, Group IV, Group V, Group VI, Group VII, Group VIII and Group IX Mortgage
Loan, the applicable date upon which such Mortgage Loan was purchased from the
Seller with the amounts on deposit in the related Pre-Funding Account.

         TANGIBLE NET WORTH: Net Worth, less the sum of the following (without
duplication): (a) any other assets of American Home Mortgage Investment Corp.
and its consolidated subsidiaries that would be treated as intangibles under
GAAP including, without limitation, any write-up of assets (other than
adjustments to market value to the extent required under GAAP with respect to
excess servicing, residual interests in offerings of asset-backed securities and
asset-backed securities that are interest-only securities), good-will, research
and development costs, trade-marks, trade names, copyrights, patents and
unamortized debt discount and expenses and (b) loans or other extensions of
credit to officers of American Home Mortgage Investment Corp. or



                                       65
<PAGE>


its consolidated subsidiaries other than Mortgage Loans made to such Persons in
the ordinary course of business.

         TELERATE SCREEN PAGE 3750: The display designated as page 3750 on the
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks).

         TRANSFER DATE: As defined in Section 3.20 of the HELOC Servicing
Agreement.

         TRANSFER NOTICE DATE: As defined in Section 3.20 of the HELOC Servicing
Agreement.

         TRANSFEROR: The Holder of the Certificates as shown on the Certificate
Register.

         TRANSFEROR INTEREST: Represents the pari passu interest in the Group IX
HELOC Mortgage Loans equal to the cumulative amount of draws on the HELOC
Mortgage Loans beginning with the Rapid Amortization Period. The Transferor
Interest is calculated as the outstanding pool balance of the HELOCs at the end
of the previous Due Period less the Invested Amount. For purposes of the Basic
Documents, the Transferor Interest shall be considered part of the Owner Trust
Certificates and shall not be transferable or assignable separately.

         TRANSFEROR INTEREST PRINCIPAL BALANCE: With respect to any Payment
Date, the amount by which the Pool Principal Balance exceeds the Invested
Amount, in each case at the end of the related Due Period.

         TRANSFEROR PERCENTAGE: For any Payment Date, 100% minus the Floating
Allocation Percentage for such Payment Date.

         TREASURY REGULATIONS: Regulations, including proposed or temporary
Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         TRIGGER EVENT: With respect to Loan Group I, Loan Group II, Loan Group
III, Loan Group IV, Loan Group V, Loan Group VI and Loan Group VII, a Trigger
Event is in effect with respect to any Payment Date on and after the related
Stepdown Date if either

         (a)      the Rolling Three Month Delinquency Rate for the Group I,
                  Group II, Group III, Group IV, Group V, Group VI and Group VII
                  Loans as of the close of business on the last day of the
                  preceding calendar month exceeds 40% of the aggregate Note
                  Principal Balance of the Class M Notes and Class B Notes plus
                  the aggregate Overcollateralized Amount for Loan Group I, Loan
                  Group II, Loan Group III, Loan Group IV, Loan Group V, Loan
                  Group VI and Loan Group VII, divided by the aggregate Stated
                  Principal Balance of Group I, Group II, Group III, Group IV,
                  Group V, Group VI and Group VII Loans; or

         (b)      the cumulative amount of Realized Losses incurred on the Group
                  I, Group II, Group III, Group IV, Group V, Group VI and Group
                  VII Loans from



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                  the Cut-off Date through the end of the calendar month
                  immediately preceding such Payment Date exceeds the applicable
                  percentage set forth below of the aggregate Stated Principal
                  Balance of the Group I, Group II, Group III, Group IV, Group
                  V, Group VI and Group VII Loans as of the Cut-off Date:

                  March 2008 to April 2009............... 1.75%
                  May 2009 and thereafter................ 2.00%

         With respect to Loan Group VIII, a Trigger Event is in effect with
respect to any Payment Date on and after the related Stepdown Date if either

         (a)      the Rolling Three Month Delinquency Rate for the Group VIII
                  Loans as of the close of business on the last day of the
                  preceding calendar month exceeds 50% of the aggregate Note
                  Principal Balance of the Class VIII-M Notes plus the aggregate
                  Overcollateralized Amount for Loan Group VIII, divided by the
                  aggregate Stated Principal Balance of the Group VIII Loans; or

         (b)      the cumulative amount of Realized Losses incurred on the Group
                  VIII Loans from the Cut-off Date through the end of the
                  calendar month immediately preceding such Payment Date exceeds
                  the applicable percentage set forth below of the aggregate
                  Stated Principal Balance of the Group VIII Loans as of the
                  Cut-off Date:

                  March 2008 to April 2009............... 1.75%
                  May 2009 and thereafter................ 2.00%

With respect to Loan Group IX, a Trigger Event is in effect with respect to any
Payment Date on and after the Stepdown Date if either:

         1.       the average of the Group IX Excess Spread Percentage for that
Payment Date and the prior two Payment Dates is less than or equal to 1.75% per
annum;

         2.       the Rolling Three Month Delinquency Rate for the Group IX
Loans as of the close of business on the last day of the preceding Due Period
exceeds 5.00% of aggregate Stated Principal Balance of Group IX Loans;

         3.       the cumulative amount of Charge-Off Amounts incurred on the
Group IX Loans from the Cut-off Date through the end of the calendar month
immediately preceding such Payment Date exceeds the applicable percentage set
forth below of the aggregate Stated Principal Balance of the Group IX Loans as
of the Cut-off Date:

                           October 2007 to March 2008.............   2.50%
                           April 2008 to March 2009...............   3.25%
                           April 2009 and thereafter..............   4.00%



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         TRUST: The American Home Mortgage Investment Trust 2005-1 to be created
pursuant to the Trust Agreement.

         TRUST AGREEMENT: The Amended and Restated Trust Agreement dated as of
March 23, 2005, among the Owner Trustee, the Depositor and Deutsche Bank
National Trust Company, as Certificate Registrar and Certificate Paying Agent,
relating to the Trust.

         TRUST ESTATE: The meaning specified in the Granting Clause of the
Indenture.

         TRUST INDENTURE ACT OR TIA: The Trust Indenture Act of 1939, as amended
from time to time, as in effect on any relevant date.

         UCC: The Uniform Commercial Code, as amended from time to time, as in
effect in any specified jurisdiction.

         UNDERWRITERS: Bear, Stearns & Co. Inc., Lehman Brothers Inc., Citigroup
Global Markets, Inc., UBS Securities LLC or their successors.

         UNINSURED CAUSE: Any cause of damage to property subject to a Mortgage
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies.

         UNPAID INTEREST SHORTFALL: For each Class of Notes and any Payment
Date, such Notes' pro rata share, based on the amount of Accrued Note Interest
otherwise payable on such Note on such Payment Date, of (a) any Prepayment
Interest Shortfalls, to the extent not covered by Compensating Interest, and (b)
any Relief Act Shortfalls, in each case to the extent incurred with respect to
the related Mortgage Loans.