Exhibit 4.5


                         ISAC MBN TRUST SERIES 200_ - __


                                 Issuing Entity


                                       and


                           [Name of Indenture Trustee]


                                Indenture Trustee


                         -------------------------------

                                    INDENTURE

                           Dated as of _____ __, 200_

                         -------------------------------


                              MORTGAGE-BACKED NOTES


                                ----------------


<PAGE>


                                TABLE OF CONTENTS

SECTION


                                    ARTICLE I

                                   DEFINITIONS

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

                                   ARTICLE II

                           ORIGINAL ISSUANCE OF NOTES

Section 2.01.        Form.......................................................
Section 2.02.        Execution, Authentication and Delivery.....................

                                   ARTICLE III

                                    COVENANTS

Section 3.01.        Collection of Payments With Respect to the Mortgage Loans..
Section 3.02.        Maintenance of Office or Agency............................
Section 3.03.        Money for Payments to be Held in Trust; Paying Agent.......
Section 3.04.        Existence..................................................
Section 3.05.        Payment of Principal and Interest; Defaulted Interest......
Section 3.06.        Protection of Trust Estate.................................
Section 3.07.        Opinions as to Trust Estate................................
Section 3.08.        Performance of Obligations; Servicing Agreement............
Section 3.09.        Negative Covenants.........................................
Section 3.10.        Annual Statement as to Compliance..........................
Section 3.11.        Recording of Assignments...................................
Section 3.12.        Representations and Warranties Concerning the Mortgage
                     Loans......................................................
Section 3.13.        Amendments to Servicing Agreement..........................
Section 3.14.        Master Servicer as Agent and Bailee of the Mortgage Loans
                     Holder.....................................................
Section 3.15.        Investment Company Act.....................................
Section 3.16.        Issuing Entity May Consolidate, Etc........................
Section 3.17.        Successor or Transferee....................................
Section 3.18.        No Other Business..........................................
Section 3.19.        No Borrowing...............................................
Section 3.20.        Guarantees, Loans, Advances and Other Liabilities..........
Section 3.21.        Capital Expenditures.......................................
Section 3.22.        [Reserved].................................................
Section 3.23.        Restricted Payments........................................
Section 3.24.        Notice of Events of Default................................
Section 3.25.        Further Instruments and Acts...............................
Section 3.26.        Statements to Noteholders..................................
Section 3.27.        Determination of Note Interest Rate........................
Section 3.28.        Payments Under the Credit Enhancement Instrument...........
Section 3.29.        Replacement Credit Enhancement Instrument..................

                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.01.        The Notes..................................................
Section 4.02.        Registration of and Limitations on Transfer and Exchange
                     of Notes; Appointment of Certificate Registrar.............
Section 4.03.        Mutilated, Destroyed, Lost or Stolen Notes.................
Section 4.04.        Persons Deemed Owners......................................
Section 4.05.        Cancellation...............................................
Section 4.06.        Book-Entry Notes...........................................
Section 4.07.        Notices To Depository......................................
Section 4.08.        Definitive Notes...........................................
Section 4.09.        Tax Treatment..............................................
Section 4.10.        Satisfaction and Discharge of Indenture....................
Section 4.11.        Application of Trust Money.................................
Section 4.12.        Subrogation and Cooperation................................
Section 4.13.        Repayment of Monies Held by Paying Agent...................
Section 4.14.        Temporary Notes............................................

                                    ARTICLE V

                              DEFAULT AND REMEDIES

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

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.01.        Duties of Indenture Trustee................................
Section 6.02.        Rights of Indenture Trustee................................
Section 6.03.        Individual Rights of Indenture Trustee.....................
Section 6.04.        Indenture Trustee's Disclaimer.............................
Section 6.05.        Notice of Event of Default.................................
Section 6.06.        Reports by Indenture Trustee To Holders....................
Section 6.07.        Compensation and Indemnity.................................
Section 6.08.        Replacement of Indenture Trustee...........................
Section 6.09.        Successor Indenture Trustee by Merger......................
Section 6.10.        Appointment of Co-Indenture Trustee or Separate Indenture
                     Trustee....................................................
Section 6.11.        Eligibility; Disqualification..............................
Section 6.12.        Preferential Collection of Claims Against Issuing Entity...
Section 6.13.        Representation and Warranty................................
Section 6.14.        Directions to Indenture Trustee............................
Section 6.15.        No Consent to Certain Acts of Depositor....................
Section 6.16.        Indenture Trustee May Own Securities.......................

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.        Issuing Entity to Furnish Indenture Trustee Names and
                     Addresses of Noteholders...................................
Section 7.02.        Preservation of Information; Communications to Noteholders.
Section 7.03.        Reports by Issuing Entity..................................
Section 7.04.        Reports by Indenture Trustee...............................
Section 7.05.        Reports Filed with Securities and Exchange Commission......

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

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

                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01.       Compliance Certificates and Opinions, Etc..................
Section 10.02.       Form of Documents Delivered to Indenture Trustee...........
Section 10.03.       Acts of Noteholders........................................
Section 10.04.       Notices, Etc., to Indenture Trustee, Issuing Entity,
                     Credit Enhancer and Rating Agencies........................
Section 10.05.       Notices to Noteholders; Waiver.............................
Section 10.06.       Alternate Payment and Notice Provisions....................
Section 10.07.       Conflict With Trust Indenture Act..........................
Section 10.08.       Effect of Headings.........................................
Section 10.09.       Successors and Assigns.....................................
Section 10.10.       Separability...............................................
Section 10.11.       Benefits of Indenture......................................
Section 10.12.       Legal Holidays.............................................
Section 10.13.       Governing Law..............................................
Section 10.14.       Counterparts...............................................
Section 10.15.       Recording of Indenture.....................................
Section 10.16.       Issuing Entity Obligation..................................
Section 10.17.       No Petition................................................
Section 10.18.       Inspection.................................................
Section 10.19.       Authority of the Administrator.............................

Signatures and Seals
Acknowledgments

EXHIBITS

Exhibit A - Form of Notes
Exhibit B - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit C - Form of Back-up Certification to Form 10-K Certificate

Appendix A Definitions


<PAGE>


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

                                WITNESSETH THAT:

         Each party hereto agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Issuing Entity's
Series 200_-_ Mortgage-Backed Notes (the "Notes").

                                 GRANTING CLAUSE

         The Issuing Entity hereby Grants to the Indenture Trustee at the
Closing Date, as trustee for the benefit of the Holders of the Notes, all of the
Issuing Entity's right, title and interest in and to whether now existing or
hereafter created by (a) the Mortgage Loans and the proceeds thereof, (b) all
funds on deposit in the Funding Account, including all income from the
investment and reinvestment of funds therein, (c) all funds on deposit from time
to time in the Collection Account allocable to the Mortgage Loans excluding any
investment income from such funds; (d) all funds on deposit from time to time in
the Payment Account and in all proceeds thereof; (e) the Policy and (f) all
present and future claims, demands, causes and chooses in action in respect of
any or all of the foregoing and all payments on or under, and all proceeds of
every kind and nature whatsoever in respect of, any or all of the foregoing and
all payments on or under, and all proceeds of every kind and nature whatsoever
in the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, checks, deposit accounts, rights to payment of any and every kind,
and other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Trust Estate" or the "Collateral").

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

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


<PAGE>


                                   ARTICLE I

                                   DEFINITIONS

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

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

         "COMMISSION" means the Securities and Exchange Commission.

         "INDENTURE SECURITIES" means the Notes.

         "INDENTURE SECURITY HOLDER" means a Noteholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

          "INDENTURE  TRUSTEE" or  "INSTITUTIONAL  TRUSTEE"  means the Indenture
          Trustee.

         "OBLIGOR" on the indenture securities means the Issuing Entity and any
other obligor on the indenture securities.

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

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

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

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

          (iii) "or" is not exclusive;

          (iv) "including" means including without limitation;

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

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


<PAGE>


                                   ARTICLE II


                           ORIGINAL ISSUANCE OF NOTES

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

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

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

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

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

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

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

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


<PAGE>


                                  ARTICLE III


                                    COVENANTS

     Section 3.01.  COLLECTION  OF PAYMENTS WITH RESPECT TO THE MORTGAGE  LOANS.
The Indenture  Trustee shall  establish and maintain with itself a trust account
(the "Payment  Account") in which the Indenture  Trustee  shall,  subject to the
terms of this  paragraph,  deposit,  on the same day as it is received  from the
Master Servicer,  each remittance received by the Indenture Trustee with respect
to the  Mortgage  Loans.  The  Indenture  Trustee  shall  make all  payments  of
principal of and  interest on the Notes,  subject to Section 3.03 as provided in
Section 3.05 herein from monies on deposit in the Payment Account.

     Section  3.02.  MAINTENANCE  OF OFFICE OR AGENCY.  The Issuing  Entity will
maintain  in the  [Borough  of  Manhattan,  The City of New  York,] an office or
agency where,  subject to satisfaction of conditions set forth herein, Notes may
be surrendered for  registration of transfer or exchange,  and where notices and
demands to or upon the Issuing Entity in respect of the Notes and this Indenture
may be served.  The Issuing  Entity  hereby  initially  appoints  the  Indenture
Trustee  to serve as its agent for the  foregoing  purposes.  If at any time the
Issuing Entity shall fail to maintain any such office or agency or shall fail to
furnish the Indenture Trustee with the address thereof, such surrenders, notices
and demands may be made or served at the Corporate Trust Office, and the Issuing
Entity hereby  appoints the  Indenture  Trustee as its agent to receive all such
surrenders, notices and demands.

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

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

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

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

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

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

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

         The Issuing Entity may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

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

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

     Section 3.05. PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST. (a) On
each Payment Date from  amounts on deposit in the Payment  Account  after making
(x) any deposit to the Funding  Account  pursuant to Section 8.02(b) and (y) any
deposits to the Payment  Account  pursuant  to Section  8.02(c)(ii)  and Section
8.02(c)(i)(2),   the  Indenture  Trustee  shall  pay  to  the  Noteholders,  the
Certificate  Paying  Agent,  on behalf of the  Certificateholders,  and to other
Persons the amounts to which they are entitled as set forth below:

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

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

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

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

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

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

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

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

          (ix) [Reserved];

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

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

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

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

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

     [Any  installment of interest or principal,  if any, payable on any Note or
Certificate  that is punctually  paid or duly provided for by the Issuing Entity
on the applicable Payment Date shall, if such Holder holds Notes or Certificates
of an aggregate initial  Principal  Balance of at least  $1,000,000,  be paid to
each  Holder of record on the  preceding  Record  Date,  by wire  transfer to an
account  specified  in writing by such  Holder  reasonably  satisfactory  to the
Indenture Trustee as of the preceding Record Date or in all other cases or if no
such instructions have been delivered to the Indenture Trustee, by check to such
Noteholder  mailed to such  Holder's  address as it appears in the Note Register
the amount  required  to be  distributed  to such  Holder on such  Payment  Date
pursuant to such  Holder's  Securities;  PROVIDED,  HOWEVER,  that the Indenture
Trustee shall not pay to such Holders any amount  required to be withheld from a
payment to such Holder by the Code.]

     (b) The  principal  of each Note  shall be due and  payable  in full on the
Final  Scheduled  Payment Date for such Note as provided in the form of Note set
forth in Exhibit A. All principal  payments on each Class of Notes shall be made
to the  Noteholders  of such  Class  entitled  thereto  in  accordance  with the
Percentage  Interests  represented  by such Notes.  Upon notice to the Indenture
Trustee by the Issuing Entity,  the Indenture Trustee shall notify the Person in
whose name a Note is  registered  at the close of  business  on the Record  Date
preceding the Final  Scheduled  Payment Date or other final  Payment Date.  Such
notice  shall be mailed no later  than five  Business  Days  prior to such Final
Scheduled  Payment  Date or other  final  Payment  Date and shall  specify  that
payment of the  principal  amount and any interest due with respect to such Note
at the Final Scheduled  Payment Date or other final Payment Date will be payable
only upon  presentation  and  surrender of such Note and shall specify the place
where such Note may be presented and surrendered for such final payment.

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

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

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

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

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

     (b) Except as otherwise  provided in this Indenture,  the Indenture Trustee
shall not remove any portion of the Trust  Estate  that  consists of money or is
evidenced by an instrument,  certificate or other writing from the  jurisdiction
in which it was held at the date of the most recent Opinion of Counsel delivered
pursuant  to  Section  3.07 (or from  the  jurisdiction  in which it was held as
described in the Opinion of Counsel  delivered  at the Closing Date  pursuant to
Section  3.07(a),  if no Opinion of Counsel has yet been  delivered  pursuant to
Section  3.07(b)  unless the  Trustee  shall have first  received  an Opinion of
Counsel  to the  effect  that the lien and  security  interest  created  by this
Indenture  with respect to such property  will  continue to be maintained  after
giving effect to such action or actions.

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

     Section  3.07.  OPINIONS AS TO TRUST ESTATE.  (a) On the Closing Date,  the
Issuing  Entity shall furnish to the Indenture  Trustee and the Owner Trustee an
Opinion of Counsel  either  stating that,  in the opinion of such counsel,  such
action  has  been  taken  with  respect  to the  recording  and  filing  of this
Indenture,   any  indentures   supplemental  hereto,  and  any  other  requisite
documents,  and with  respect  to the  execution  and  filing  of any  financing
statements  and  continuation  statements,  as are necessary to perfect and make
effective the lien and security  interest in the Mortgage Loans and reciting the
details of such action, or stating that, in the opinion of such counsel, no such
action is necessary to make such lien and security interest effective.

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

     Section 3.08.  PERFORMANCE OF  OBLIGATIONS;  SERVICING  AGREEMENT.  (a) The
Issuing Entity will  punctually  perform and observe all of its  obligations and
agreements  contained  in  this  Indenture,  the  Basic  Documents  and  in  the
instruments and agreements included in the Trust Estate.

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

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

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

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


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

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

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

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

     Section 3.10.  ANNUAL  STATEMENT AS TO COMPLIANCE.  The Issuing Entity will
deliver to the Indenture  Trustee,  within 120 days after the end of each fiscal
year of the Issuing Entity  (commencing with the fiscal year ____), an Officer's
Certificate  stating,  as to  the  Authorized  Officer  signing  such  Officer's
Certificate, that:

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

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

     Section 3.11.  RECORDING OF  ASSIGNMENTS.  The Depositor shall cause the to
exercise its right under the Mortgage  Loan Purchase  Agreement  with respect to
the  obligation  of the Sponsor to submit or cause to be submitted for recording
all Assignments of Mortgages on or prior to  ______________  with respect to the
Initial Loans and within 60 days following the related Deposit Date with respect
to any Additional Loans.

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

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

     Section  3.14.  MASTER  SERVICER AS AGENT AND BAILEE OF THE MORTGAGE  LOANS
HOLDER.  Solely for purposes of  perfection  under  Section 9-305 of the Uniform
Commercial Code or other similar applicable law, rule or regulation of the state
in which such property is held by the Master  Servicer,  the  Indenture  Trustee
hereby  acknowledges  that the Master  Servicer is acting as agent and bailee of
the  Mortgage  Loans  holder in holding  amounts  on  deposit in the  Collection
Account  pursuant to Section  3.02 of the  Servicing  Agreement,  as well as its
agent and  bailee in  holding  any  Related  Documents  released  to the  Master
Servicer pursuant to Section 3.06(c) of the Servicing  Agreement,  and any other
items  constituting a part of the Trust Estate which from time to time come into
the  possession  of the Master  Servicer.  It is  intended  that,  by the Master
Servicer's  acceptance of such agency  pursuant to Section 3.02 of the Servicing
Agreement, the Trustee, as a secured party of the Mortgage Loans, will be deemed
to have possession of such Related  Documents,  such monies and such other items
for  purposes of Section  9-305 of the Uniform  Commercial  Code of the state in
which such property is held by the Master Servicer.

     Section 3.15.  INVESTMENT  COMPANY ACT. The Issuing Entity shall not become
an  "investment  company" or under the "control" of an  "investment  company" as
such terms are defined in the Investment Company Act of 1940, as amended (or any
successor  or  amendatory  statute),  and the rules and  regulations  thereunder
(taking into  account not only the general  definition  of the term  "investment
company"  but  also  any  available  exceptions  to  such  general  definition);
provided,  however,  that the Issuing  Entity shall be in  compliance  with this
Section 3.15 if it shall have obtained an order  exempting it from regulation as
an  "investment  company"  so long as it is in  compliance  with the  conditions
imposed in such order.

     Section 3.16.  ISSUING ENTITY MAY CONSOLIDATE,  ETC. (a) The Issuing Entity
shall not consolidate or merge with or into any other Person, unless:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 3.18. NO OTHER BUSINESS. The Issuing Entity shall not engage in any
business other than financing,  purchasing,  owning and selling and managing the
Mortgage  Loans and the  issuance  of the Notes and  Certificates  in the manner
contemplated  by this  Indenture  and the  Basic  Documents  and all  activities
incidental thereto.

     Section  3.19.  NO BORROWING.  The Issuing  Entity shall not issue,  incur,
assume,  guarantee or otherwise become liable,  directly or indirectly,  for any
indebtedness except for the Notes.

     Section 3.20. GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.  Except as
contemplated by this Indenture or the Basic Documents,  the Issuing Entity shall
not make any loan or advance or credit to, or guarantee  (directly or indirectly
or by  an  instrument  having  the  effect  of  assuring  another's  payment  or
performance on any  obligation or capability of so doing or otherwise),  endorse
or otherwise become contingently liable,  directly or indirectly,  in connection
with the obligations,  stocks or dividends of, or own,  purchase,  repurchase or
acquire  (or agree  contingently  to do so) any  stock,  obligations,  assets or
securities  of, or any other interest in, or make any capital  contribution  to,
any other Person.

     Section 3.21. CAPITAL  EXPENDITURES.  The Issuing Entity shall not make any
expenditure  (by long- term or operating  lease or otherwise) for capital assets
(either realty or personalty).

     Section 3.22. [RESERVED].

     Section 3.23.  RESTRICTED PAYMENTS.  The Issuing Entity shall not, directly
or indirectly,  (i) pay any dividend or make any  distribution  (by reduction of
capital or otherwise),  whether in cash,  property,  securities or a combination
thereof,  to the Owner  Trustee  or any owner of a  beneficial  interest  in the
Issuing Entity or otherwise with respect to any ownership or equity  interest or
security in or of the Issuing Entity, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set
aside  or  otherwise  segregate  any  amounts  for any such  purpose;  PROVIDED,
HOWEVER,   that  the  Issuing  Entity  may  make,  or  cause  to  be  made,  (x)
distributions  to the Owner Trustee and the  Certificateholders  as contemplated
by, and to the  extent  funds are  available  for such  purpose  under the Trust
Agreement,  (y)  payments  to the Master  Servicer  pursuant to the terms of the
Servicing  Agreement  and (z)  payments  to the  Indenture  Trustee  pursuant to
Section 1(a)(ii) of the Administration  Agreement.  The Issuing Entity will not,
directly or indirectly,  make payments to or  distributions  from the Collection
Account except in accordance with this Indenture and the Basic Documents.

     Section 3.24.  NOTICE OF EVENTS OF DEFAULT.  The Issuing  Entity shall give
the Indenture Trustee the Credit Enhancer and the Rating Agencies prompt written
notice of each Event of Default hereunder and under the Trust Agreement.

     Section 3.25.  FURTHER  INSTRUMENTS AND ACTS. Upon request of the Indenture
Trustee,  the Issuing  Entity will execute and deliver such further  instruments
and do such further acts as may be  reasonably  necessary or proper to carry out
more effectively the purpose of this Indenture.

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

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

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

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

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

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

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


<PAGE>


                                   ARTICLE IV


               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     Section  4.01.  THE NOTES.  The Notes shall be  registered in the name of a
nominee  designated by the Depository.  Beneficial Owners will hold interests in
the Notes through the book-entry facilities of the Depository in minimum initial
Principal Balances of $1,000 and integral multiples of $1,000 in excess thereof.

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

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

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

     Section 4.02.  REGISTRATION  OF AND LIMITATIONS ON TRANSFER AND EXCHANGE OF
NOTES;  APPOINTMENT OF CERTIFICATE Registrar.  The Issuing Entity shall cause to
be kept at its Corporate Trust Office a Note Register in which,  subject to such
reasonable regulations as it may prescribe, the Note Registrar shall provide for
the  registration  of Notes and of  transfers  and  exchanges of Notes as herein
provided.

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

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

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

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

         The Issuing Entity hereby appoints ______________________________ as
Certificate Registrar to keep at its Corporate Trust Office a Certificate
Register pursuant to Section 3.09 of the Trust Agreement in which, subject to
such reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges
thereof pursuant to Section 3.05 of the Trust Agreement.
__________________________________ hereby accepts such appointment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section  4.09.  TAX  TREATMENT.  The Issuing  Entity has entered  into this
Indenture,  and the Notes will be issued,  with the intention that, for federal,
state and local income,  single  business and franchise tax purposes,  the Notes
will qualify as  indebtedness  of the Issuing  Entity.  The Issuing  Entity,  by
entering into this Indenture, and each Noteholder, by its acceptance of its Note
(and each  Beneficial  Owner by its  acceptance of an interest in the applicable
Book-Entry Note), agree to treat the Notes for federal,  state and local income,
single  business  and  franchise  tax  purposes as  indebtedness  of the Issuing
Entity.

     Section 4.10. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
cease to be of further  effect with respect to the Notes except as to (i) rights
of  registration  of transfer and  exchange,  (ii)  substitution  of  mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the Indenture
Trustee  hereunder  (including the rights of the Indenture Trustee under Section
6.07 and the  obligations of the Indenture  Trustee under Section 4.11) and (vi)
the rights of Noteholders as  beneficiaries  hereof with respect to the property
so deposited with the Indenture  Trustee  payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuing Entity,  shall
execute  proper  instruments  acknowledging  satisfaction  and discharge of this
Indenture with respect to the Notes, when

          (A) either

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

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

                    a. have become due and payable,

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

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

          and the Issuing Entity, in the case of a. or b. above, has irrevocably
          deposited or caused to be  irrevocably  deposited  with the  Indenture
          Trustee cash or direct obligations of or obligations guaranteed by the
          United  States of America  (which will  mature  prior to the date such
          amounts  are  payable),  in  trust  for  such  purpose,  in an  amount
          sufficient to pay and discharge the entire  indebtedness on such Notes
          and  Certificates  then  outstanding not theretofore  delivered to the
          Indenture  Trustee for  cancellation  when due on the Final  Scheduled
          Payment Date; (B) the Issuing Entity has paid or caused to be paid all
          other sums payable hereunder and under the Insurance  Agreement by the
          Issuing Entity; and

               (C) the Issuing Entity has delivered to the Indenture Trustee and
          the Credit  Enhancer an Officer's  Certificate,  an Opinion of Counsel
          and each meeting the  applicable  requirements  of Section  10.01 each
          stating that all conditions  precedent herein provided for relating to
          the  satisfaction  and discharge of this  Indenture have been complied
          with and,  if the  Opinion  of Counsel  relates  to a deposit  made in
          connection with Section 4.10(A)(2)b. above, such opinion shall further
          be to the effect that such deposit will not have any material  adverse
          tax  consequences  to  the  Issuing  Entity,  any  Noteholders  or any
          Certificateholders.

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

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

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

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

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

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

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

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

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

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

     If temporary  Notes are issued,  the Issuing  Entity will cause  Definitive
Notes to be prepared without  unreasonable  delay.  After the preparation of the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon  surrender of the temporary  Notes at the office or agency of the Indenture
Trustee,  without charge to the Holder.  Upon surrender for  cancellation of any
one or more temporary  Notes, the Issuing Entity shall execute and the Indenture
Trustee  shall  authenticate  and  make  available  for  delivery,  in  exchange
therefor,  Definitive  Notes of authorized  denominations  and of like tenor and
aggregate  principal amount.  Until so exchanged,  such temporary Notes shall in
all respects be entitled to the same benefits under this Indenture as Definitive
Notes.


<PAGE>


                                   ARTICLE V


                              DEFAULT AND REMEDIES

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

     The Issuing  Entity shall deliver to the  Indenture  Trustee and the Credit
Enhancer,  within  five days after  learning  of the  occurrence  of an Event of
Default,  written  notice in the form of an Officer's  Certificate  of any event
which with the  giving of notice and the lapse of time would  become an Event of
Default under clause (iii) of the  definition of "Event of Default",  its status
and what  action the Issuing  Entity is taking or proposes to take with  respect
thereto.

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

     At any time after such declaration of acceleration of maturity with respect
to an Event of Default has been made and before a judgment or decree for payment
of the money due has been obtained by the Indenture  Trustee as  hereinafter  in
this  Article V provided,  the Holders of Notes  representing  a majority of the
Security  Balances of all Notes, by written notice to the Issuing Entity and the
Indenture Trustee,  may waive the related Event of Default and rescind and annul
such declaration and its consequences if:

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

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

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

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

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

     Section  5.03.  COLLECTION OF  INDEBTEDNESS  AND SUITS FOR  ENFORCEMENT  BY
INDENTURE TRUSTEE.  (a) The Issuing Entity covenants that if (i) default is made
in the  payment  of any  interest  on any Note  when the  same  becomes  due and
payable,  and such default  continues for a period of five days, or (ii) default
is made in the payment of the principal of or any  installment  of the principal
of any Note when the same becomes due and payable,  the Issue shall, upon demand
of the Indenture Trustee, pay to it, for the benefit of the Holders of Notes and
of the Credit  Enhancer,  the whole amount then due and payable on the Notes for
principal  and  interest,  with  interest  upon the  overdue  principal,  and in
addition  thereto such further  amount as shall be sufficient to cover the costs
and expenses of  collection,  including the reasonable  compensation,  expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.

     (b) In case the Issuing  Entity  shall fail  forthwith  to pay such amounts
upon such demand,  the Indenture  Trustee,  in its own name and as trustee of an
express trust, subject to the provisions of Section 10.17 hereof may institute a
Proceeding for the  collection of the sums so due and unpaid,  and may prosecute
such  Proceeding to judgment or final  decree,  and may enforce the same against
the  Issuing  Entity or other  obligor  upon the Notes and collect in the manner
provided by law out of the property of the Issuing  Entity or other  obligor the
Notes, wherever situated, the monies adjudged or decreed to be payable.

     (c) If an Event of Default occurs and is continuing,  the Indenture Trustee
subject to the  provisions  of Section  10.17  hereof may, as more  particularly
provided in Section 5.04, in its discretion,  proceed to protect and enforce its
rights  and the  rights of the  Noteholders  and the  Credit  Enhancer,  by such
appropriate  Proceedings  as the Indenture  Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement  in this  Indenture or in aid of the exercise of any power
granted  herein,  or to enforce any other  proper  remedy or legal or  equitable
right vested in the Indenture Trustee by this Indenture or by law.

     (d) In case there shall be pending,  relative to the Issuing  Entity or any
other  obligor  upon the Notes or any Person  having or  claiming  an  ownership
interest in the Trust  Estate,  Proceedings  under Title 11 of the United States
Code or any other applicable  federal or state  bankruptcy,  insolvency or other
similar  law,  or in case a  receiver,  assignee  or  trustee in  bankruptcy  or
reorganization,  liquidator,  sequestrator  or similar  official shall have been
appointed for or taken  possession of the Issuing Entity or its property or such
other obligor or Person, or in case of any other comparable judicial Proceedings
relative  to the  Issuing  Entity or other  obligor  upon the  Notes,  or to the
creditors or property of the Issuing Entity or such other obligor, the Indenture
Trustee,  irrespective  of whether the  principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether  the  Indenture  Trustee  shall have made any demand  pursuant to the
provisions of this Section, shall be entitled and empowered,  by intervention in
such Proceedings or otherwise:

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

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

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

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

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.

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

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

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

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

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

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

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

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

PROVIDED, HOWEVER, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of 100% of the aggregate
Principal Balances of the Notes and the Credit Enhancer, which consent will not
be unreasonably withheld, (B) the proceeds of such sale or liquidation
distributable to Holders are sufficient to discharge in full all amounts then
due and unpaid upon the Notes for principal and interest and to reimburse the
Credit Enhancer for any amounts drawn under the Credit Enhancement Instrument
and any other amounts due the Credit Enhancer under the Insurance Agreement or
(C) the Indenture Trustee determines that the Mortgage Loans will not continue
to provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of the Credit Enhancer,
which consent will not be unreasonably withheld, and of the Holders of a
majority of the aggregate Principal Balances of the Notes. In determining such
sufficiency or insufficiency with respect to clause (B) and (C), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose. Notwithstanding the fore going, so long as an Event of
Servicer Termination has not occurred, any Sale of the Trust Estate shall be
made subject to the continued Servicing of the Mortgage Loans by the Master
Servicer as provided in the Servicing Agreement.

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

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

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

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

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

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

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

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

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

     Section 5.05. OPTIONAL  PRESERVATION OF THE TRUST ESTATE. If the Notes have
been  declared to be due and payable  under  Section 5.02  following an Event of
Default and such  declaration and its  consequences  have not been rescinded and
annulled,  the Indenture  Trustee may, but need not,  elect to take and maintain
possession of the Trust Estate.  It is the desire of the parties  hereto and the
Noteholders  that  there be at all times  sufficient  funds for the  payment  of
principal  of and  interest  on the Notes and other  obligations  of the Issuing
Entity including payment to the Credit Enhancer, and the Indenture Trustee shall
take such  desire  into  account  when  determining  whether  or not to take and
maintain  possession of the Trust  Estate.  In  determining  whether to take and
maintain  possession  of the Trust Estate,  the Indenture  Trustee may, but need
not,  obtain and rely upon an opinion of an  Independent  investment  banking or
accounting  firm of national  reputation as to the  feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

     Section  5.06.  LIMITATION  OF SUITS.  No Holder of any Note shall have any
right to institute any Proceeding,  judicial or otherwise,  with respect to this
Indenture,  or for the  appointment  of a receiver or trustee,  or for any other
remedy hereunder, unless and subject to the provisions of Section 10.17 hereof:

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

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

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

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

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

It is understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.

     In  the  event  the  Indenture   Trustee  shall  receive   conflicting   or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each  representing  less than a majority of the Security  Balances of the Notes,
the Indenture  Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

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

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

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

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

     Section  5.11.  CONTROL BY  NOTEHOLDERS.  The  Holders of a majority of the
Security  Balances of Notes shall have the right to direct the time,  method and
place of conducting  any  Proceeding  for any remedy  available to the Indenture
Trustee with respect to the Notes or exercising any trust or power  conferred on
the Indenture Trustee; PROVIDED that:

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

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

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

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

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

     Section 5.12.  WAIVER OF PAST  DEFAULTS.  Prior to the  declaration  of the
acceleration  of the  maturity  of the Notes as provided  in Section  5.02,  the
Holders of Notes of not less than a majority  of the  Security  Balances  of the
Notes may waive any past Event of Default and its  consequences  except an Event
of Default (a) with respect to payment of principal of or interest on any of the
Notes or (b) in  respect of a  covenant  or  provision  hereof  which  cannot be
modified  or amended  without  the consent of the Holder of each Note or (c) the
waiver of which  would mate rially and  adversely  affect the  interests  of the
Credit  Enhancer  or  modify  its  obligation   under  the  Credit   Enhancement
Instrument.  In the case of any such waiver,  the Issuing Entity,  the Indenture
Trustee and the Holders of the Notes shall be restored to their former positions
and rights  hereunder,  respectively;  but no such  waiver  shall  extend to any
subsequent or other Event of Default or impair any right consequent thereto.

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

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

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

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

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

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

     (2) the  proceeds  of such Sale  would be not less than the  entire  amount
which  would be  payable  to the  Noteholders  under the  Notes  and the  Credit
Enhancer in respect of amounts drawn under the Credit Enhancement Instrument and
any other amounts due the Credit Enhancer under the Insurance Agreement, in full
payment  thereof in  accordance  with  Section  5.02,  on the Payment  Date next
succeeding the date of such Sale, or

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

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

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

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

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

          (2) the Indenture Trustee may bid for and acquire the property offered
     for  Sale  in  connection  with  any  Sale  thereof,  and,  subject  to any
     requirements  of,  and  to  the  extent  permitted  by,  applicable  law in
     connection  therewith,  may purchase all or any portion of the Trust Estate
     in a  private  sale,  and,  in lieu  of  paying  cash  therefor,  may  make
     settlement for the purchase price by crediting the gross Sale price against
     the sum of (A) the amount  which would be  distributable  to the Holders of
     the Notes and  Holders  of  Certificates  and  amounts  owing to the Credit
     Enhancer as a result of such Sale in accordance with Section 5.04(b) on the
     Payment Date next  succeeding the date of such Sale and (B) the expenses of
     the  Sale  and  of  any  Proceedings  in  connection  therewith  which  are
     reimbursable to it, without being required to produce the Notes in order to
     complete  any such Sale or in order for the net Sale  price to be  credited
     against such Notes,  and any property so acquired by the Indenture  Trustee
     shall be held and dealt with by it in  accordance  with the  provisions  of
     this Indenture;

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

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

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

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

     Section 5.17.  PERFORMANCE  AND  ENFORCEMENT  OF CERTAIN  OBLIGATIONS.  (a)
Promptly  following  a request  from the  Indenture  Trustee to do so and at the
Administrator's  expense,  the Issuing  Entity in its  capacity as holder of the
Mortgage Loans,  shall take all such lawful action as the Indenture  Trustee may
request  to cause the  Issuing  Entity to compel or secure the  performance  and
observance by the Sponsor and the Master  Servicer,  as  applicable,  of each of
their obligations to the Issuing Entity under or in connection with the Mortgage
Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuing Entity
under or in  connection  with  the  Mortgage  Loan  Purchase  Agreement  and the
Servicing  Agreement to the extent and in the manner  directed by the  Indenture
Trustee, as pledgee of the Mortgage Loans, including the transmission of notices
of default on the part of the Sponsor or the Master Servicer  thereunder and the
institution  of legal or  administrative  actions  or  proceedings  to compel or
secure  performance  by the  Sponsor  or the  Master  Servicer  of each of their
obligations  under  the  Mortgage  Loan  Purchase  Agreement  and the  Servicing
Agreement.

     (b) If an Event of Default has occurred and is  continuing,  the  Indenture
Trustee,  as pledgee of the Mortgage Loans,  subject to the rights of the Credit
Enhancer  under  the  Servicing  Agreement  may,  and  at the  direction  (which
direction  shall be in writing or by telephone  (confirmed  in writing  promptly
thereafter))  of the  Holders of 66-2/3% of the  Security  Balances of the Notes
shall,  exercise  all rights,  remedies,  powers,  privileges  and claims of the
Issuing Entity against the Sponsor or the Master Servicer under or in connection
with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including
the  right or power to take any  action  to  compel  or  secure  performance  or
observance by the Sponsor or the Master Servicer, as the case may be, of each of
their  obligations  to the Issuing  Entity  thereunder  and to give any consent,
request,  notice,  direction,  approval,  extension or waiver under the Mortgage
Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any
right of the Issuing Entity to take such action shall not be suspended.


<PAGE>


                                   ARTICLE VI


                              THE INDENTURE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 6.03. INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture Trustee
in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuing  Entity or its Affiliates  with the same
rights it would have if it were not Indenture Trustee.  Any Administrator,  Note
Registrar,  co-registrar  or  co-paying  agent may do the same with like rights.
However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

     Section 6.04. INDENTURE TRUSTEE'S  DISCLAIMER.  The Indenture Trustee shall
not be  responsible  for and  makes  no  representation  as to the  validity  or
adequacy of this  Indenture or the Notes,  it shall not be  accountable  for the
Issuing  Entity's  use of the  proceeds  from the  Notes,  and it  shall  not be
responsible  for any statement of the Issuing  Entity in the Indenture or in any
document  issued in connection  with the sale of the Notes or in the Notes other
than the Indenture Trustee's certificate of authentication.

     Section 6.05. NOTICE OF EVENT OF DEFAULT. If an Event of Default occurs and
is  continuing  and if it is known to a  Responsible  Officer  of the  Indenture
Trustee, the Indenture Trustee shall give notice thereof to the Credit Enhancer.
The Trustee shall mail to each Noteholder  notice of the Event of Default within
90 days after it occurs. Except in the case of an Event of Default in payment of
principal  of or interest on any Note,  the  Indenture  Trustee may withhold the
notice if and so long as a committee of its  Responsible  Officers in good faith
determines that withholding the notice is in the interests of Noteholders.

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

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

     The Issuing Entity's payment  obligations to the Indenture Trustee pursuant
to this Section 6.07 shall  survive the  discharge of this  Indenture.  When the
Indenture  Trustee  incurs  expenses after the occurrence of an Event of Default
specified  in Section  5.01(iv) or (v) with respect to the Issuing  Entity,  the
expenses are intended to constitute expenses of administration under Title 11 of
the United  States  Code or any other  applicable  federal or state  bankruptcy,
insolvency or similar law.

     Section 6.08.  REPLACEMENT OF INDENTURE TRUSTEE.  No resignation or removal
of the Indenture  Trustee and no  appointment of a successor  Indenture  Trustee
shall become  effective  until the  acceptance of  appointment  by the successor
Indenture  Trustee  pursuant to this Section  6.08.  The  Indenture  Trustee may
resign at any time by so notifying the Issuing  Entity and the Credit  Enhancer.
The  Holders  of a majority  of  Security  Balances  of the Notes may remove the
Indenture  Trustee by so notifying the Indenture Trustee and the Credit Enhancer
and may appoint a successor  Indenture Trustee.  The Issuing Entity shall remove
the Indenture Trustee if:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 6.11. ELIGIBILITY; DISQUALIFICATION. The Indenture Trustee shall at
all times satisfy the  requirements  of TIA 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].  The
Indenture  Trustee  shall  comply with TIA ss.  310(b),  including  the optional
provision  permitted  by the second  sentence  of TIA ss.  310(b)(9);  provided,
however,  that there shall be excluded from the  operation of TIA ss.  310(b)(1)
any indenture or indentures  under which other  securities of the Issuing Entity
are  outstanding  if the  requirements  for such  exclusion set forth in TIA ss.
310(b)(1) are met.

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

     Section 6.13.  REPRESENTATION  AND WARRANTY.  The Indenture  Trustee hereby
represents that:

          (i) The Indenture  Trustee is duly organized and validly existing as a
     corporation  in good standing  under the laws of the State of  ___________,
     with power and authority to own its  properties and to conduct its business
     as such  properties  are  currently  owned and such  business is  presently
     conducted.

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

          (iii)  The  consummation  of the  transactions  contemplated  by  this
     Indenture  and the  fulfillment  of the terms hereof do not conflict  with,
     result in any breach of any of the terms and  provisions  of, or constitute
     (with or without notice or lapse of time) a default under,  the articles of
     incorporation or bylaws of the Indenture  Trustee or any agreement or other
     instrument  to which  the  Indenture  Trustee  is a party or by which it is
     bound

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

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

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

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

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

     [Section  6.15.  NO CONSENT TO CERTAIN  ACTS OF  DEPOSITOR.  The  Indenture
Trustee  shall not consent to any action  proposed to be taken by the  Depositor
pursuant to Article  [_________]  of the  Depositor's  Restated  Certificate  of
Incorporation.]

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


<PAGE>


                                  ARTICLE VII


                         NOTEHOLDERS' LISTS AND REPORTS

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

     Section 7.02.  PRESERVATION OF INFORMATION;  COMMUNICATIONS TO NOTEHOLDERS.
(a) The Indenture Trustee shall preserve,  in as current a form as is reasonably
practicable,  the names and  addresses of the Holders of Notes  contained in the
most recent list furnished to the Indenture  Trustee as provided in Section 7.01
and the names and  addresses  of  Holders  of Notes  received  by the  Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.01 upon receipt of a new list
so furnished.

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

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

     Section 7.03. REPORTS BY ISSUING ENTITY. (a) The Issuing Entity shall:


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

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

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

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

     Section 7.04. REPORTS BY INDENTURE TRUSTEE.  If required by TIA ss. 313(a),
within 60 days  after  each  January 1  beginning  with  January  1,  200_,  the
Indenture  Trustee  shall mail to each  Noteholder as required by TIA ss. 313(c)
and to the Credit  Enhancer a brief report  dated as of such date that  complies
with TIA ss.  313(a).  The  Indenture  Trustee  also shall  comply  with TIA ss.
313(b).

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

     Section 7.05. REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                                  ARTICLE VIII


                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

     Section 8.02.  TRUST  ACCOUNTS.  (a) On or prior to the Closing  Date,  the
Issuing Entity shall cause the Indenture  Trustee to establish and maintain,  in
the name of the Indenture  Trustee,  for the benefit of the  Noteholders and the
Certificate  Paying Agent,  on behalf of the  Certificateholders  and the Credit
Enhancer, the Payment Account as provided in Section 3.01 of this Indenture.

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

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

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

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

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

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

     Section 8.03. OFFICER'S CERTIFICATE. The Indenture Trustee shall receive at
least  [seven]  days notice  when  requested  by the Issuing  Entity to take any
action pursuant to Section 8.05(a),  accompanied by copies of any instruments to
be executed,  and the Indenture  Trustee  shall also require,  as a condition to
such action, an Officer's Certificate, in form and substance satisfactory to the
Indenture  Trustee,  stating the legal effect of any such action,  outlining the
steps  required  to  complete  the  same,  and  concluding  that all  conditions
precedent to the taking of such action have been complied with.

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

     Section 8.05.  RELEASE OF TRUST  ESTATE.  (a) Subject to the payment of its
fees  and  expenses,  the  Indenture  Trustee  may,  and  when  required  by the
provisions of this Indenture shall, execute instruments to release property from
the lien of this Indenture,  or convey the Indenture  Trustee's  interest in the
same, in a manner and under  circumstances  that are not  inconsistent  with the
provisions of this  Indenture.  No party relying upon an instrument  executed by
the Indenture  Trustee as provided in Article VIII  hereunder  shall be bound to
ascertain the Indenture  Trustee's  authority,  inquire into the satisfaction of
any conditions precedent, or see to the application of any monies.

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

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

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


<PAGE>


                                   ARTICLE IX


                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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

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

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

     (b) The Issuing  Entity and the Indenture  Trustee,  when  authorized by an
Issuer Request, may, also without the consent of any of the Holders of the Notes
but with the  consent  of the  Credit  Enhancer  and prior  notice to the Rating
Agencies  and the  Credit  Enhancer,  enter  into  an  indenture  or  indentures
supplemental  hereto for the purpose of adding any provisions to, or changing in
any  manner or  eliminating  any of the  provisions  of,  this  Indenture  or of
modifying  in any  manner  the  rights of the  Holders  of the Notes  under this
Indenture;  provided,  however,  that such action  shall not, as evidenced by an
Opinion of Counsel,  (i) adversely  affect in any material respect the interests
of any  Noteholder  or (ii) cause the Issuing  Entity to be subject to an entity
level tax.

     Section 9.02.  SUPPLEMENTAL  INDENTURES  WITH CONSENT OF  NOTEHOLDERS.  The
Issuing Entity and the Indenture Trustee,  when authorized by an Issuer Request,
also may, with prior notice to the Rating Agencies and, with the written consent
of the Credit  Enhancer  and with the  consent of the Holders of not less than a
majority of the Security  Balances of each Class of Notes affected  thereby,  by
Act of such Holders  delivered to the Issuing Entity and the Indenture  Trustee,
enter into an indenture  or  indentures  supplemental  hereto for the purpose of
adding any provisions  to, or changing in any manner or  eliminating  any of the
provisions  of, this  Indenture  or of modifying in any manner the rights of the
Holders  of the Notes  under this  Indenture;  provided,  however,  that no such
supplemental  indenture  shall,  without  the consent of the Holder of each Note
affected thereby:

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

          (ii) reduce the percentage of the Security  Balances of the Notes, the
     consent  of the  Holders  of which is  required  for any such  supplemental
     indenture,  or the  consent  of the  Holders of which is  required  for any
     waiver of compliance  with certain  provisions of this Indenture or certain
     defaults hereunder and their consequences provided for in this Indenture;

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

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

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

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

          (vii) permit the creation of any lien ranking  prior to or on a parity
     with the  lien of this  Indenture  with  respect  to any part of the  Trust
     Estate or, except as otherwise permitted or contemplated herein,  terminate
     the lien of this  Indenture on any  property at any time subject  hereto or
     deprive the Holder of any Note of the security provided by the lien of this
     Indenture; and provided,  further, that such action shall not, as evidenced
     by an  Opinion of  Counsel,  cause the  Issuing  Entity to be subject to an
     entity level tax.

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

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

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

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

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

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

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


<PAGE>


                                   ARTICLE X


                                  MISCELLANEOUS

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

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

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

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

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

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

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

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

     (ii)  Whenever the Issuing  Entity is required to furnish to the  Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters  described  in clause (i) above,  the  Issuing  Entity
shall also deliver to the Indenture Trustee an Independent Certificate as to the
same matters, if the fair value to the Issuing Entity of the securities to be so
deposited and of all other such securities made the basis of any such withdrawal
or release since the commencement of the then-current fiscal year of the Issuing
Entity, as set forth in the certificates  delivered pursuant to clause (i) above
and this clause (ii), is 10% or more of the Security  Balances of the Notes, but
such a  certificate  need not be  furnished  with respect to any  securities  so
deposited,  if the fair value thereof to the Issuing  Entity as set forth in the
related  Officer's  Certificate is less than $25,000 or less than one percent of
the Security Balances of the Notes.

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

     (iv)  Whenever the Issuing  Entity is required to furnish to the  Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters  described in clause (iii) above,  the Issuing  Entity
shall also furnish to the Indenture Trustee an Independent Certificate as to the
same  matters if the fair value of the property or  securities  and of all other
property,  other than property as contemplated by clause (v) below or securities
released  from  the  lien  of  this  Indenture  since  the  commencement  of the
then-current  calendar year, as set forth in the certificates required by clause
(iii) above and this clause (iv), equals 10% or more of the Security Balances of
the Notes, but such certificate need not be furnished in the case of any release
of property or  securities if the fair value thereof as set forth in the related
Officer's  Certificate is less than $25,000 or less than one percent of the then
Security Balances of the Notes.

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

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

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

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

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

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

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

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

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

     Section 10.04. NOTICES, ETC., TO INDENTURE TRUSTEE,  ISSUING ENTITY, CREDIT
ENHANCER AND RATING AGENCIES.  Any request,  demand,  authorization,  direction,
notice,  consent,  waiver or Act of Note holders or other documents  provided or
permitted by this  Indenture  shall be in writing and if such  request,  demand,
authorization, direction, notice, consent, waiver or act of Noteholders is to be
made upon, given or furnished to or filed with:

          (i) the Indenture  Trustee by any  Noteholder or by the Issuing Entity
     shall be sufficient for every purpose hereunder if made,  given,  furnished
     or filed in writing to or with the Indenture Trustee at the Corporate Trust
     Office.  The Indenture  Trustee shall promptly transmit any notice received
     by it from the Noteholders to the Issuing Entity, or

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

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

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

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

     Where this Indenture provides for notice in any manner,  such notice may be
waived in writing by any Person  entitled to receive such notice,  either before
or after the event,  and such waiver  shall be the  equivalent  of such  notice.
Waivers of notice by Noteholders  shall be filed with the Indenture  Trustee but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such a waiver.

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

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

     Section 10.06. ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding any
provision  of this  Indenture or any of the Notes to the  contrary,  the Issuing
Entity may enter into any  agreement  with any Holder of a Note  providing for a
method of payment,  or notice by the Indenture  Trustee or any  Administrator to
such Holder,  that is different from the methods  provided for in this Indenture
for such payments or notices.  The Issuing Entity shall furnish to the Indenture
Trustee a copy of each such  agreement  and the  Indenture  Trustee  shall cause
payments to be made and notices to be given in accordance with such agreements.

     Section 10.07.  CONFLICT WITH TRUST INDENTURE ACT. If any provision  hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this  Indenture by any of the  provisions of the Trust  Indenture
Act, such required provision shall control.

     The  provisions  of TIA ss.ss.  10 through  317 that  impose  duties on any
Person  (including the provisions  automatically  deemed  included herein unless
expressly  excluded by this  Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     Section 10.08. EFFECT OF HEADINGS.  The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

     Section 10.09. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture  and the Notes by the Issuing  Entity  shall bind its  successors  and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

     Section 10.10. SEPARABILITY.  In case any provision in this Indenture or in
the Notes shall be invalid,  illegal or unenforceable,  the validity,  legality,
and enforceability of the remaining  provisions shall not in any way be affected
or impaired thereby.

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

     Section  10.12.  LEGAL  HOLIDAYS.  In any case  where the date on which any
payment  is due shall not be a Business  Day,  then  (notwithstanding  any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next  succeeding  Business  Day with the same  force  and
effect as if made on the date on which  nominally  due,  and no  interest  shall
accrue for the period from and after any such nominal date.

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

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

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

     Section  10.16.  ISSUING  ENTITY  OBLIGATION.  No  recourse  may be  taken,
directly or indirectly,  with respect to the  obligations of the Issuing Entity,
the Owner Trustee or the Indenture  Trustee on the Notes or under this Indenture
or any  certificate  or  other  writing  delivered  in  connection  herewith  or
therewith,  against  (i) the  Indenture  Trustee  or the  Owner  Trustee  in its
individual  capacity,  (ii) any owner of a  beneficial  interest  in the Issuing
Entity or (iii) any  partner,  owner,  beneficiary,  agent,  officer,  director,
employee  or  agent  of the  Indenture  Trustee  or  the  Owner  Trustee  in its
individual capacity,  any holder of a beneficial interest in the Issuing Entity,
the Owner Trustee or the Indenture  Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly  agreed (it being  understood  that the Indenture
Trustee  and the Owner  Trustee  have no such  obligations  in their  individual
capacity) and except that any such partner,  owner or beneficiary shall be fully
liable,  to the extent provided by applicable law, for any unpaid  consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture,  in the performance of
any duties or  obligations of the Issuing  Entity  hereunder,  the Owner Trustee
shall be subject to, and entitled to the  benefits of, the terms and  provisions
of Article VI, VII and VIII of the Trust Agreement.

     Section 10.17. NO PETITION.  The Indenture  Trustee,  by entering into this
Indenture,  and each Noteholder,  by accepting a Note, hereby covenant and agree
that they will not at any time  institute  against the  Depositor or the Issuing
Entity,  or join in any institution  against the Depositor or the Issuing Entity
of, any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
proceedings,  or other  proceedings  under any  United  States  federal or state
bankruptcy or similar law in  connection  with any  obligations  relating to the
Notes, this Indenture or any of the Basic Documents.

     Section  10.18.  INSPECTION.  The Issuing Entity agrees that, on reasonable
prior  notice,  it shall permit any  representative  of the  Indenture  Trustee,
during the Issuing  Entity's  normal business hours, to examine all the books of
account, records, reports and other papers of the Issuing Entity, to make copies
and  extracts  therefrom,  to cause  such  books to be  audited  by  Independent
certified  public  accountants,  and to discuss  the Issuing  Entity's  affairs,
finances  and  accounts  with the  Issuing  Entity's  officers,  employees,  and
Independent  certified public  accountants,  all at such reasonable times and as
often as may be  reasonably  requested.  The  Indenture  Trustee shall and shall
cause its  representatives  to hold in confidence all such information except to
the extent  disclosure may be required by law (and all  reasonable  applications
for  confidential  treatment are  unavailing)  and except to the extent that the
Indenture  Trustee may reasonably  determine that such  disclosure is consistent
with its obligations hereunder.

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


<PAGE>

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

                                             ISAC MBN Trust Series 200_ - _____,
                                             as Issuing Entity


                                     By: _______________________________________
                                          not in its individual capacity but
                                          solely as Owner Trustee


                                     By: _______________________________________
                                           Name:
                                           Title:


                                     ___________________________________________
                                     as Indenture Trustee, as Certificate Paying
                                     Agent and as Note Registrar


                                     By: _______________________________________
                                           Name:
                                           Title:

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


_________________________
By:______________________
Title:___________________


<PAGE>


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )

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


                                                           _____________________
                                                           Notary Public


[NOTARIAL SEAL]


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )

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


                                                           _____________________
                                                           Notary Public


[NOTARIAL SEAL]


<PAGE>


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )

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


                                                           _____________________
                                                           Notary Public


[NOTARIAL SEAL]


<PAGE>


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

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

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

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

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


<PAGE>


                          ISAC MBN TRUST SERIES 200_-_
                        COLLATERALIZED ASSET-BACKED BONDS
                                 CLASS [_]-A-[_]

AGGREGATE [BOND PRINCIPAL                         BOND INTEREST
BALANCE] [NOTIONAL AMOUNT]:                       RATE: [Adjustable Rate] [___%]
$[        ]
INITIAL [BOND PRINCIPAL                           BOND NO. 1
BALANCE]
[NOTIONAL AMOUNT] OF THIS BOND: $[   ]
PERCENTAGE INTEREST: 100%                         CUSIP NO. [             ]

         ISAC MBN Trust Series 200_-_ (the "Issuing Entity"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, [the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in _________ 200_ and ending on or before the Payment Date occurring
in _________ 20__ (the "Final Scheduled Payment Date") and to pay] interest on
the [Bond Principal Balance][Notional Amount] of this Bond (this "Bond")
outstanding from time to time as provided below.

         This Bond is one of a duly authorized issue of the Issuing Entity's
Collateralized Asset-Backed Bonds, Series 200_-_ (the "Bonds"), issued under an
Indenture dated as of ___________, 200_ (the "Indenture"), between the Issuing
Entity and ___________, as indenture trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuing Entity, the
Indenture Trustee, and the Holders of the Bonds and the terms upon which the
Bonds are to be authenticated and delivered. All terms used in this Bond which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

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

         The [principal of], [and interest on], this Bond [are] [is] due and
payable as described in the Indenture, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. All payments made by the Issuing Entity with respect
to this Bond shall be equal to this Bond's pro rata share of the aggregate
payments on all Class [_-A-_] Bonds as described above, and shall be applied as
[between] interest [and principal] as provided in the Indenture. [In addition,
any payments received by the Indenture Trustee in respect of the Guaranty
Agreement shall be paid to the Holders of this Bond pursuant to Section 3.30 of
the Indenture.]

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

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

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

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

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

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

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

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

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Bonds under the Indenture at
any time by the Issuing Entity with the consent of the Holders of a majority of
all Bonds at the time outstanding. The Indenture also contains provisions
permitting the Holders of Bonds representing specified percentages of the
aggregate Bond Principal Balance of the Bonds on behalf of the Holders of all
the Bonds, to waive any past Default under the Indenture and its consequences.
Any such waiver by the Holder, at the time of the giving thereof, of this Bond
(or any one or more predecessor Bonds) shall bind the Holder of every Bond
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Bond. The Indenture also permits the Issuing Entity and the Indenture Trustee to
amend or waive certain terms and conditions set forth in the Indenture without
the consent of the Holders of the Bonds issued thereunder.

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

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

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


<PAGE>


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

Dated: _________, 200_
                            ISAC MBN TRUST SERIES 200_-_
                            BY: ___________,  not in its individual capacity but
                            solely in its capacity as Owner Trustee
                            By:_______________________________________
                            Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

___________, as Indenture Trustee


By:______________________________________
    Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

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

           TEN COM     --   as tenants in common
           TEN ENT     --   as tenants by the entireties
           JT TEN      --   as joint tenants with right of survivorship and not
                            as tenants in common
  UNIF GIFT MIN ACT    --   __________ Custodian
                            ______________________________
                                 (Cust)           (Minor)

                            under Uniform Gifts to Minor Act
                            _____________________
                                                         (State)

     Additional abbreviations may also be used though not in the above list.


<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 Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to transfer said Bond on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:
       --------------------         --------------------------------------------

Signature Guaranteed by
                        --------------------------------------------------------

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


<PAGE>


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

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

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

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

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

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


<PAGE>


                          ISAC MBN TRUST SERIES 200_-_
                        COLLATERALIZED ASSET-BACKED BONDS
                                 CLASS [_]-M-[_]

AGGREGATE [BOND PRINCIPAL                         BOND INTEREST
BALANCE] [NOTIONAL AMOUNT]:                       RATE: [Adjustable Rate] [___%]
$[        ]
INITIAL [BOND PRINCIPAL                           BOND NO. 1
BALANCE]
[NOTIONAL AMOUNT] OF THIS BOND: $[   ]
PERCENTAGE INTEREST: 100%                         CUSIP NO. [             ]

         ISAC MBN Trust Series 200_-_ (the "Issuing Entity"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ______________________________
($___________) in monthly installments on the twenty-fifth day of each month or,
if such day is not a Business Day, the next succeeding Business Day (each a
"Payment Date"), commencing in _________ 200_ and ending on or before the
Payment Date occurring in _________ 20__ (the "Final Scheduled Payment Date")
and to pay interest on the Bond Principal Balance of this Bond (this "Bond")
outstanding from time to time as provided below.

         This Bond is one of a duly authorized issue of the Issuing Entity's
Collateralized Asset-Backed Bonds, Series 200_-_ (the "Bonds"), issued under an
Indenture dated as of ___________, 200_ (the "Indenture"), between the Issuing
Entity and ___________, as indenture trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuing Entity, the
Indenture Trustee, and the Holders of the Bonds and the terms upon which the
Bonds are to be authenticated and delivered. All terms used in this Bond which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Bonds under the Indenture at
any time by the Issuing Entity with the consent of the Holders of a majority of
all Bonds at the time outstanding. The Indenture also contains provisions
permitting the Holders of Bonds representing specified percentages of the
aggregate Bond Principal Balance of the Bonds on behalf of the Holders of all
the Bonds, to waive any past Default under the Indenture and its consequences.
Any such waiver by the Holder, at the time of the giving thereof, of this Bond
(or any one or more predecessor Bonds) shall bind the Holder of every Bond
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Bond. The Indenture also permits the Issuing Entity and the Indenture Trustee to
amend or waive certain terms and conditions set forth in the Indenture without
the consent of the Holders of the Bonds issued thereunder.

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

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

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


<PAGE>


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

Dated: _________, 200_
                            ISAC MBN TRUST SERIES 200_-_
                            BY: ___________,  not in its individual capacity but
                            solely in its capacity as Owner Trustee
                            By:_______________________________________
                            Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

___________, as Indenture Trustee


By:______________________________________
    Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

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

           TEN COM     --   as tenants in common
           TEN ENT     --   as tenants by the entireties
           JT TEN      --   as joint tenants with right of survivorship and not
                            as tenants in common
  UNIF GIFT MIN ACT    --   __________ Custodian
                            ______________________________
                                 (Cust)           (Minor)

                            under Uniform Gifts to Minor Act
                            _____________________
                                                         (State)

     Additional abbreviations may also be used though not in the above list.


<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 Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to transfer said Bond on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:
       --------------------         --------------------------------------------

Signature Guaranteed by
                        --------------------------------------------------------

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


<PAGE>


                           FORM OF CLASS [__]-B BONDS

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

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

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

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

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


<PAGE>


                          ISAC MBN TRUST SERIES 200_-_
                        COLLATERALIZED ASSET-BACKED BONDS
                                   CLASS [_]-B

AGGREGATE [BOND PRINCIPAL                         BOND INTEREST
BALANCE] [NOTIONAL AMOUNT]:                       RATE: [Adjustable Rate] [___%]
$[        ]
INITIAL [BOND PRINCIPAL                           BOND NO. 1
BALANCE]
[NOTIONAL AMOUNT] OF THIS BOND: $[   ]
PERCENTAGE INTEREST: 100%                         CUSIP NO. [             ]

         ISAC MBN Trust Series 200_-_ (the "Issuing Entity"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ______________________________
($___________) in monthly installments on the twenty-fifth day of each month or,
if such day is not a Business Day, the next succeeding Business Day (each a
"Payment Date"), commencing in _________ 200_ and ending on or before the
Payment Date occurring in _________ 20__ (the "Final Scheduled Payment Date")
and to pay interest on the Bond Principal Balance of this Bond (this "Bond")
outstanding from time to time as provided below.

         This Bond is one of a duly authorized issue of the Issuing Entity's
Collateralized Asset-Backed Bonds, Series 200_-_ (the "Bonds"), issued under an
Indenture dated as of ____________, 200_ (the "Indenture"), between the Issuing
Entity and ___________, as indenture trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuing Entity, the
Indenture Trustee, and the Holders of the Bonds and the terms upon which the
Bonds are to be authenticated and delivered. All terms used in this Bond which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

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

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

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

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

         The Issuing Entity shall not be liable upon the indebtedness evidenced
by the Bonds except to the extent of amounts available from the Trust Estate
which constitutes security for the payment of the Bonds. The assets included in
the Trust Estate will be the sole source of payments on the Class [_]-B Bonds,
and each Holder hereof, by its acceptance of this Bond, agrees that (i) such
Bond will be limited in right of payment to amounts available from the Trust
Estate as provided in the Indenture and (ii) such Holder shall have no recourse
to the Issuing Entity, the Owner Trustee, the Indenture Trustee, Impac Secured
Assets Corp., Impac Mortgage Holdings, Inc., the Master Servicer or any of their
respective affiliates, or to the assets of any of the foregoing entities, except
the assets of the Issuing Entity pledged to secure the Class [_]-B Bonds
pursuant to the Indenture and the rights conveyed to the Issuing Entity under
the Indenture.

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

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

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

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

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

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Bonds under the Indenture at
any time by the Issuing Entity with the consent of the Holders of a majority of
all Bonds at the time outstanding. The Indenture also contains provisions
permitting the Holders of Bonds representing specified percentages of the
aggregate Bond Principal Balance of the Bonds on behalf of the Holders of all
the Bonds, to waive any past Default under the Indenture and its consequences.
Any such waiver by the Holder, at the time of the giving thereof, of this Bond
(or any one or more predecessor Bonds) shall bind the Holder of every Bond
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Bond. The Indenture also permits the Issuing Entity and the Indenture Trustee to
amend or waive certain terms and conditions set forth in the Indenture without
the consent of the Holders of the Bonds issued thereunder.

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

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

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


<PAGE>


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

Dated: _________, 200_
                            ISAC MBN TRUST SERIES 200_-_
                            BY: ___________,  not in its individual capacity but
                            solely in its capacity as Owner Trustee
                            By:_______________________________________
                            Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

___________, as Indenture Trustee


By:______________________________________
    Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

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

           TEN COM     --   as tenants in common
           TEN ENT     --   as tenants by the entireties
           JT TEN      --   as joint tenants with right of survivorship and not
                            as tenants in common
  UNIF GIFT MIN ACT    --   __________ Custodian
                            ______________________________
                                 (Cust)           (Minor)

                            under Uniform Gifts to Minor Act
                            _____________________
                                                         (State)

     Additional abbreviations may also be used though not in the above list.


<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 Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to transfer said Bond on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:
       --------------------         --------------------------------------------

Signature Guaranteed by
                        --------------------------------------------------------

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


<PAGE>


                                   EXHIBIT B
           FORM 10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party
shall be primarily responsible for reporting the information to the Trustee
pursuant to Section 3.26(a)(iv). If the Trustee is indicated below as to any
item, then the Trustee is primarily responsible for obtaining that information.

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


<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>             <C>                                                        <C>
10-D           1               DISTRIBUTION AND POOL PERFORMANCE INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                ITEM 1121(A) - DISTRIBUTION AND POOL PERFORMANCE
                               INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (1) Any applicable record dates, accrual dates,
                               6.07 statement determination dates for
                               calculating distributions and actual distribution
                               dates for the distribution period.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (2) Cash flows received and the sources thereof
                               for 6.07 statement distributions, fees and
                               expenses.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (3) Calculated amounts and distribution of the
                               flow of 6.07 statement funds for the period
                               itemized by type and priority of payment,
                               including:
-------------- --------------- ---------------------------------------------------------- ---------------------------
                                        (i) Fees or expenses accrued and paid,
                               with an 6.07 statement identification of the
                               general purpose of such fees and the party
                               receiving such fees or expenses.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                                        (ii) Payments accrued or paid with
                               respect to 6.07 statement enhancement or other
                               support identified in Item 1114 of Regulation AB
                               (such as insurance premiums or other enhancement
                               maintenance fees), with an identification of the
                               general purpose of such payments and the party
                               receiving such payments.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                                        (iii) Principal, interest and other 6.07
                               statement distributions accrued and paid on the
                               asset-backed securities by type and by class or
                               series and any principal or interest shortfalls
                               or carryovers.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                                        (iv) The amount of excess cash flow or
                               excess 6.07 statement spread and the disposition
                               of excess cash flow.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (4) Beginning and ending principal balances of
                               the 6.07 statement asset-backed securities.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (5) Interest rates applicable to the pool assets
                               and the 6.07 statement asset-backed securities,
                               as applicable. Consider providing interest rate
                               information for pool assets in appropriate
                               distributional groups or incremental ranges.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (6) Beginning and ending balances of transaction
                               6.07 statement accounts, such as reserve
                               accounts, and material account activity during
                               the period.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (7) Any amounts drawn on any credit enhancement
                               or other 6.07 statement support identified in
                               Item 1114 of Regulation AB, as applicable, and
                               the amount of coverage remaining under any such
                               enhancement, if known and applicable.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (8) Number and amount of pool assets at the
                               beginning 6.07 statement and ending of each
                               period, and updated pool composition information,
                               such as weighted average coupon, weighted Updated
                               pool composition average life, weighted average
                               remaining term, pool information fields to be
                               factors and prepayment amounts. as specified by
                               Depositor from time to time
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (9) Delinquency and loss information for the period.       6.07 statement.

                               In addition, describe any material changes to the
                               information specified in Item 1100(b)(5) of Regulation     Form 10-D  report:  Master
                               AB regarding the pool assets.                              Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (10) Information on the amount, terms and general
                               6.07 statement purpose of any advances made or
                               reimbursed during the period, including the
                               general use of funds advanced and the general
                               source of funds for reimbursements.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (11) Any material modifications, extensions or
                               waivers 6.07 statement to pool asset terms, fees,
                               penalties or payments during the distribution
                               period or that have cumulatively become material
                               over time.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (12) Material breaches of pool asset
                               representations or Form 10-D report: warranties
                               or transaction covenants.                                  Trustee
                                                                                          (subject to Depositor
                                                                                          approval)
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (13) Information on ratio, coverage or other
                               tests used 6.07 statement for determining any
                               early amortization, liquidation or other
                               performance trigger and whether the trigger was
                               met.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (14) Information regarding any new issuance of
                               Form 10-D report: asset-backed securities backed
                               by the same asset pool, Depositor

                               [information  regarding]  any pool asset  changes  (other
                               than in connection with a pool asset converting
                               into Form 10-D report: Master cash in accordance
                               with its terms), such as additions or Servicer
                               removals in connection with a prefunding or
                               revolving period and pool asset substitutions and
                               repurchases (and purchase rates, if applicable),
                               and cash flows available for future purchases,
                               such as the balances of any prefunding or
                               revolving accounts, if applicable.

                               Disclose any material changes in the solicitation,
                               credit-granting, underwriting, origination, acquisition
                               or pool selection criteria or procedures,  as applicable,
                               used to originate, acquire or select the new pool assets.  Form 10-D  report:  Master
                                                                                          Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1121(B) - PRE-FUNDING OR REVOLVING PERIOD             Depositor
                               INFORMATION

                               Updated pool information as required under Item
1121(b).
-------------- --------------- ---------------------------------------------------------- ---------------------------
               2               LEGAL PROCEEDINGS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Item 1117 - Legal proceedings pending against the
                               following entities, or their respective property, that
                               is material to Certificateholders, including proceedings
                               known to be contemplated by governmental authorities:

                               Sponsor (Seller)
                                                                                          Sponsor
                               Depositor
                                                                                          Depositor
                               Trustee
                                                                                          Trustee
                               Issuing entity
                                                                                          Depositor
                               Master Servicer, affiliated Servicer, other
                               Servicer servicing 20% or more of pool assets at
                               time of report, Master Servicer other material
                               servicers

                               Certificate Administrator
                                                                                          Certificate Administrator

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

                               Custodian                                                  Custodian
-------------- --------------- ---------------------------------------------------------- ---------------------------
               3               SALES OF SECURITIES AND USE OF PROCEEDS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               INFORMATION FROM ITEM 2(A) OF PART II OF FORM 10-Q:

                               With respect to any sale of securities by the
                               sponsor, depositor or issuing entity, that are
                               backed by the same Depositor asset pool or are
                               otherwise issued by the issuing entity, whether
                               or not registered, provide the sales and use of
                               proceeds information in Item 701 of Regulation
                               S-K. Pricing information can be omitted if
                               securities were not registered.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               4               DEFAULTS UPON SENIOR SECURITIES
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               INFORMATION FROM ITEM 3 OF PART II OF FORM 10-Q:

                               Report the occurrence of any Event of Default (after
                               expiration of any grace period and provision of any        Trustee
                               required notice)
-------------- --------------- ---------------------------------------------------------- ---------------------------
               5               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               INFORMATION FROM ITEM 4 OF PART II OF FORM 10-Q            Trustee
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6               SIGNIFICANT OBLIGORS OF POOL ASSETS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION*  Master Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               *This  information need only be reported on the Form 10-D
                               for the distribution  period in which updated information
                               is required pursuant to the Item.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               7               SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
             ITEM 1114(B)(2) - CREDIT ENHANCEMENT PROVIDER FINANCIAL
                               INFORMATION*

                               Determining applicable disclosure threshold                Trustee

                                                                                          Trustee
                               Obtaining required financial information or effecting
                               incorporation by reference
-------------- --------------- ---------------------------------------------------------- ---------------------------
                ITEM 1115(B) - DERIVATIVE COUNTERPARTY FINANCIAL
                               INFORMATION*

                               Determining current maximum probable exposure              Depositor

                               Determining current significance percentage
                                                                                          Trustee

                               Obtaining required financial information or effecting      Trustee
                               incorporation by reference
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               *This  information need only be reported on the Form 10-D
                               for the distribution  period in which updated information
                               is required pursuant to the Items.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               8               OTHER INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               DISCLOSE ANY INFORMATION REQUIRED TO BE REPORTED
                               ON FORM The Responsible Party for 8-K DURING THE
                               PERIOD COVERED BY THE FORM 10-D BUT NOT the
                               applicable Form 8-K REPORTED item as indicated
                               below
-------------- --------------- ---------------------------------------------------------- ---------------------------
               9               EXHIBITS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Distribution report                                        Trustee
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               EXHIBITS  REQUIRED BY ITEM 601 OF REGULATION S-K, SUCH AS  Depositor
                               MATERIAL AGREEMENTS
-------------- --------------- ---------------------------------------------------------- ---------------------------
8-K            1.01            ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required  regarding entry into or amendment  Master Servicer; or any
                               of any  definitive  agreement  that  is  material  to the  of the following that is
                               securitization, even if depositor is not a party.          a party to the agreement
                                                                                          if Master Servicer is
                               Examples: servicing agreement, custodial agreement.        not: Trustee, Sponsor,
                                                                                          Depositor, Certificate
                               Note:   disclosure   not   required   as  to   definitive  Administrator
                               agreements that are fully disclosed in the prospectus
-------------- --------------- ---------------------------------------------------------- ---------------------------
               1.02            TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required regarding termination of
                               any Master Servicer; or any definitive agreement
                               that is material to the of the following that is
                               securitization (other than expiration in
                               accordance with a party to the agreement its
                               terms), even if depositor is not a party. if
                               Master Servicer is
                                                                                          not: Trustee, Sponsor,
                               Examples: servicing agreement, custodial agreement.        Depositor, Certificate
                                                                                          Administrator
-------------- --------------- ---------------------------------------------------------- ---------------------------
               1.03            BANKRUPTCY OR RECEIVERSHIP
                                  ABBREVIATIONS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required regarding the bankruptcy
                               or Master Servicer receivership, if known to the
                               Master Servicer, with respect to any of the
                               following:

            Sponsor (Seller), Depositor, Master Servicer, affiliated
             Servicer, other Servicer servicing 20% or more of pool
               assets at time of report, other material servicers,
            Certificate Administrator, Trustee, significant obligor,
            credit enhancer (10% or more), derivatives counterparty,
                               Custodian
-------------- --------------- ---------------------------------------------------------- ---------------------------
               2.04            TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT
                               FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
                               OFF-BALANCE SHEET ARRANGEMENT
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Includes an early amortization, performance
                               trigger or Master Servicer other event, including
                               event of default, that would materially alter the
                               payment priority/distribution of cash
                               flows/amortization schedule.

                               Disclosure will be made of events other than
                               waterfall triggers which are disclosed in the
                               6.07 statement
-------------- --------------- ---------------------------------------------------------- ---------------------------
               3.03            MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required of any material modification to     Trustee
                               documents defining the rights of Certificateholders,
                               including the Pooling and Servicing Agreement
-------------- --------------- ---------------------------------------------------------- ---------------------------
               5.03            AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
                               CHANGE IN FISCAL YEAR
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required of any amendment "to the            Depositor
                               governing documents of the issuing entity"
-------------- --------------- ---------------------------------------------------------- ---------------------------
               5.06            CHANGE IN SHELL COMPANY STATUS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               [Not applicable to ABS issuers]                            Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.01            ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               [Not included in reports to be filed under Section 3.18]   Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.02            CHANGE OF SERVICER OR TRUSTEE
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Requires disclosure of any removal, replacement,
                               Trustee or Master Servicer substitution or
                               addition of any master servicer, affiliated
                               servicer, other servicer servicing 10% or more of
                               pool assets at time of report, other material
                               servicers, certificate administrator or trustee.
                               Reg AB disclosure about any new servicer or
                               trustee is also required.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.03            CHANGE IN CREDIT ENHANCEMENT OR OTHER EXTERNAL SUPPORT
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Covers termination of any enhancement in manner
                               other Depositor or Securities than by its terms,
                               the addition of an enhancement, or a
                               Administrator material change in the enhancement
                               provided. Applies to external credit enhancements
                               as well as derivatives. Reg AB disclosure about
                               any new enhancement provider is also required.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.04            FAILURE TO MAKE A REQUIRED DISTRIBUTION                    Trustee
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.05            SECURITIES ACT UPDATING DISCLOSURE
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               If any material pool characteristic differs by 5%
                               or Depositor more at the time of issuance of the
                               securities from the description in the final
                               prospectus, provide updated Reg AB disclosure
                               about the actual asset pool.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               If there are any new servicers or originators
                               required Depositor to be disclosed under
                               Regulation AB as a result of the foregoing,
                               provide the information called for in Items 1108
                               and 1110 respectively.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               7.01            REGULATION FD DISCLOSURE                                   Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------
               8.01            OTHER EVENTS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Any event, with respect to which information is
                               not Depositor otherwise called for in Form 8-K,
                               that the registrant deems of importance to
                               security holders.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               9.01            FINANCIAL STATEMENTS AND EXHIBITS                          The Responsible Party
                                                                                          applicable to reportable
                                                                                          event
-------------- --------------- ---------------------------------------------------------- ---------------------------
10-K           9B              OTHER INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclose any information required to be reported
                               on Form The Responsible Party for 8-K during the
                               fourth quarter covered by the Form 10-K the
                               applicable Form 8-K but not reported item as
                               indicated above
-------------- --------------- ---------------------------------------------------------- ---------------------------
               15              EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION   Master Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
             ITEM 1114(B)(2) - CREDIT ENHANCEMENT PROVIDER FINANCIAL
                               INFORMATION

                               Determining applicable disclosure threshold                Trustee
                                                                                          Trustee
                               Obtaining required financial information or effecting
                               incorporation by reference
-------------- --------------- ---------------------------------------------------------- ---------------------------
                ITEM 1115(B) - DERIVATIVE COUNTERPARTY FINANCIAL
                               INFORMATION

                               Determining current maximum probable exposure              Depositor

                               Determining current significance percentage
                                                                                          Trustee
                               Obtaining required financial information or effecting      Trustee
                               incorporation by reference
-------------- --------------- ---------------------------------------------------------- ---------------------------
                Item 1117 - Legal proceedings pending against the
             following entities, or their respective property, that
            is material to Certificateholders, including proceedings
              known to be contemplated by governmental authorities:

                               Sponsor (Seller)
                                                                                          Sponsor
                               Depositor
                                                                                          Depositor
                               Trustee
                                                                                          Trustee
                               Issuing entity
                                                                                          Depositor
                               Master Servicer, affiliated Servicer, other
                               Servicer servicing 20% or more of pool assets at
                               time of report, Master Servicer other material
                               servicers

                               Certificate Administrator
                                                                                          Certificate Administrator

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

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

                               Sponsor (Seller)
                                                                                          Sponsor
                               Depositor
                                                                                          Depositor
                               Trustee
                                                                                          Trustee
                               Master Servicer, affiliated Servicer, other
                               Servicer servicing 20% or more of pool assets at
                               time of report, Master Servicer other material
                               servicers

                               Certificate Administrator
                                                                                          Certificate Administrator

                               Originator                                                 Master Servicer

                               Custodian                                                  Custodian

                               Credit Enhancer/Support Provider                           Trustee

                                                                                          Master Servicer
                               Significant Obligor
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1122 - ASSESSMENT OF COMPLIANCE WITH SERVICING        Each Party participating
                               CRITERIA                                                   in the servicing function
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1123 - SERVICER COMPLIANCE STATEMENT                  Master Servicer, Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>


<PAGE>


                                    EXHIBIT C

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

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

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

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

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

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

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

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


         Date:    _________________________


         By:
         Name:    ________________________________
         Title:   ________________________________


<PAGE>


                                   APPENDIX A

                                   DEFINITIONS

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

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

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

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

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

     APPRAISED VALUE: The appraised value of a Mortgaged Property based upon the
lesser of (i) the appraisal  made at the time of the  origination of the related
Mortgage Loan, or (ii) the sales price of such  Mortgaged  Property at such time
of origination.  With respect to a Mortgage Loan the proceeds of which were used
to refinance an existing  mortgage  loan,  the appraised  value of the Mortgaged
Property  based upon the  appraisal  (as  reviewed  and approved by the Sponsor)
obtained at the time of refinancing.

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

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

     AUTHORIZED OFFICER:  With respect to the Issuing Entity, any officer of the
Owner Trustee who is authorized to act for the Owner Trustee in matters relating
to the Issuing Entity and who is identi fied on the list of Authorized  Officers
delivered by the Owner Trustee to the Indenture  Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter).

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

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

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

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

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

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

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

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

     BUSINESS  TRUST  STATUTE:  Chapter 38 of Title 12 of the Delaware  Code, 12
Del. Code ss.ss. 3801 ET SEQ., as the same may be amended from time to time.

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

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

     CERTIFICATE  PAYING  AGENT:  The meaning  specified  in Section 3.10 of the
Trust Agreement.

     CERTIFICATE  PERCENTAGE  INTEREST:  With respect to each  Certificate,  the
Certificate Percentage Interest on the face thereof.

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

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

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

     CERTIFICATES:  Impac Secured  Assets Corp.,  Mortgage-Backed  Certificates,
Series  200_-_,  evidencing  the  beneficial  ownership  interest in the Issuing
Entity and executed by the Owner Trustee in substantially  the form set forth in
Exhibit A to the Trust Agreement.

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

     CLOSING DATE: ______ __, 200_.

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

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

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

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

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

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

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

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

     CORPORATE TRUST OFFICE: With respect to the Indenture Trustee,  Certificate
Registrar,  Certificate  Paying Agent and Paying Agent, the principal  corporate
trust  office  of the  Indenture  Trustee  and  Note  Registrar  at which at any
particular time its corporate trust business shall be administered, which office
at the date of the  execution  of this  instrument  is  located  at  __________,
_________, ______, __________ _____, Attention: ________ ___ ______, except that
for  purposes of Section  4.02 of the  Indenture  and Section  3.09 of the Trust
Agreement,  such term shall include the Indenture  Trustee's office or agency at
_______________,  ________,  ________ _____,  Attention:  ___________ _________.
With respect to the Owner Trustee,  the principal  corporate trust office of the
Owner Trustee at which at any particular time its corporate trust business shall
be  administered,  which  office  at the  date of the  execution  of this  Trust
Agreement    is    located    at    ___________________,     __________________,
__________________,       __________,       ________      _____,      Attention:
______________________.

     CUT-OFF DATE: With respect to the Mortgage Loans, ______ 1, 200_.

     CUT-OFF DATE  PRINCIPAL  BALANCE:  With respect to any Mortgage  Loan,  the
unpaid  principal  balance thereof as of the opening of business on the last day
of the related Due Period immediately prior to the Cut-Off Date.

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

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

     DEFICIENCY AMOUNT: The meaning provided in the Note Insurance Policy.

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

     DEFINITIVE NOTES: The meaning specified in Section 4.06 of the Indenture.

     DELETED  MORTGAGE  LOAN: A Mortgage Loan replaced or to be replaced with an
Eligible Substitute Mortgage Loan.

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

     DEPOSITORY  OR  DEPOSITORY  AGENCY:  The  Depository  Trust  Company  or  a
successor appointed by the Indenture Trustee with the approval of the Depositor.
Any  successor  to the  Depository  shall  be an  organization  registered  as a
"clearing  agency"  pursuant  to  Section  17A  of  the  Exchange  Act  and  the
regulations of the Securities and Exchange Commission thereunder.

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

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

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

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

     ELIGIBLE INVESTMENTS: One or more of the following:

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

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

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

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

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

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

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

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

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

PROVIDED, HOWEVER, that each such instrument shall be acquired in an arm's
length transaction and no such instrument shall be an Eligible Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations; PROVIDED FURTHER, HOWEVER, that each such instrument acquired shall
not be acquired at a price in excess of par.

     ELIGIBLE  SUBSTITUTE  MORTGAGE  LOAN: A Mortgage  Loan  substituted  by the
Sponsor  for  a  Deleted   Mortgage  Loan  which  must,  on  the  date  of  such
substitution,  as  confirmed  in  an  Officer's  Certificate  delivered  to  the
Indenture Trustee, (i) have an outstanding principal balance, after deduction of
the principal  portion of the monthly  payment due in the month of  substitution
(or in the case of a  substitution  of more than one Mortgage Loan for a Deleted
Mortgage  Loan,  an  aggregate   outstanding   principal  balance,   after  such
deduction),  not in excess of the outstanding  principal  balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by the Sponsor in the
Collection  Account  in the  month  of  substitution);  (ii)  comply  with  each
representation  and  warranty  set forth in clauses  (ii)  through  (lxxvii)  of
Section 3.1(b) of the Mortgage Loan Purchase  Agreement other than clauses (ii),
(iii), (v)-(xi), (xiii)-(xiv), (l), (lxvi), (lxviii), (lxxi)(lxxiii); (iii) have
a  Mortgage  Rate and Gross  Margin no lower than and not more than 1% per annum
higher than the Mortgage  Rate and Gross  Margin,  respectively,  of the Deleted
Mortgage Loan as of the date of substitution; (iv) have a Combined Loan-to-Value
Ratio at the time of  substitution  no higher than that of the Deleted  Mortgage
Loan at the time of  substitution;  (v) have a remaining term to stated maturity
not  greater  than (and not more than one year less  than)  that of the  Deleted
Mortgage Loan and (vi) not be 30 days or more delinquent.

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

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

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

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

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

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

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

     EVENT OF SERVICER TERMINATION:  With respect to the Servicing Agreement,  a
Servicing Default as defined in Section 6.01 of the Servicing Agreement.

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

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

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

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

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

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

     FINAL SCHEDULED PAYMENT DATE: The Payment Date occurring in _________ 202_.

     FIXED RATE MORTGAGE LOAN: Any Mortgage Loan with a fixed rate of interest.

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

     FORECLOSURE PROFIT: With respect to a Liquidated Mortgage Loan, the amount,
if any, by which (i) the aggregate of its Net Liquidation  Proceeds exceeds (ii)
the related  Principal  Balance (plus accrued and unpaid interest thereon at the
applicable  Mortgage  Rate from the date interest was last paid through the date
of receipt of the final Liquidation  Proceeds) of such Liquidated  Mortgage Loan
immediately prior to the final recovery of its Liquidation Proceeds.

     GRANT: Pledge, bargain, sell, warrant,  alienate,  remise, release, convey,
assign,  transfer,  create, and grant a lien upon and a security interest in and
right  of  set-off  against,  deposit,  set  over and  confirm  pursuant  to the
Indenture.  A Grant of the  Collateral  or of any other  agreement or instrument
shall include all rights,  powers and options (but none of the  obligations)  of
the granting party  thereunder,  including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of such  collateral or other  agreement or  instrument  and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other  agreements,  to exercise  all rights and  options,  to
bring proceedings in the name of the granting party or otherwise,  and generally
to do and receive  anything that the granting  party is or may be entitled to do
or receive thereunder or with respect thereto.

     GROSS  MARGIN:  With respect to any  Adjustable  Rate  Mortgage  Loan,  the
percentage  set  forth  as the  "Gross  Margin"  for such  Mortgage  Loan on the
Mortgage Loan  Schedule,  as adjusted  from time to time in accordance  with the
terms of the Servicing Agreement.

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

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

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

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

     INDENTURE TRUSTEE FEE RATE: _____% per annum.

     INDEPENDENT: When used with respect to any specified Person, the Person (i)
is in fact  independent of the Issuing  Entity,  any other obligor on the Notes,
the Sponsor,  the Issuing Entity,  the Depositor and any Affiliate of any of the
foregoing  Persons,  (ii) does not have any  direct  financial  interest  or any
material  indirect  financial  interest  in the Issuing  Entity,  any such other
obligor,  the Sponsor, the Issuing Entity, the Depositor or any Affiliate of any
of the foregoing Persons and (iii) is not connected with the Issuing Entity, any
such other  obligor,  the  Sponsor,  the Issuing  Entity,  the  Depositor or any
Affiliate of any of the  foregoing  Persons as an officer,  employee,  promoter,
underwriter, trustee, partner, director or person performing similar functions.

     INDEPENDENT  CERTIFICATE:  A certificate  or opinion to be delivered to the
Indenture Trustee under the circumstances  described in, and otherwise complying
with, the applicable requirements of Section 10.01 of the Indenture,  made by an
Independent  appraiser or other expert appointed by an Issuer Order and approved
by the Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of "Independent"
in this Indenture and that the signer is Independent within the meaning thereof.

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

     INITIAL NOTE PRINCIPAL BALANCE: With respect to the Notes, $______________.

     INITIAL SUBSERVICER: _____________, a __________ corporation.

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

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

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

     INSURED  PAYMENT:  Shall have the meaning  set forth in the Note  Insurance
Policy.

     INTEREST  DETERMINATION  DATE:  With  respect to any Interest  Period,  the
second London Business Day preceding the commencement of such Interest Period.

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

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

     INTEREST RATE ADJUSTMENT DATE: With respect to each Mortgage Loan, the date
or dates on which the Mortgage Rate is adjusted in  accordance  with the related
Mortgage Note.

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

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

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

     LIEN:  Any  mortgage,  deed of trust,  pledge,  conveyance,  hypothecation,
assignment,  participation, deposit arrangement, encumbrance, lien (statutory or
other),  preference,  priority right or interest or other security  agreement or
preferential  arrangement of any kind or nature whatsoever,  including,  without
limitation,  any  conditional  sale or  other  title  retention  agreement,  any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing  and the filing of any financing  statement  under the UCC (other than
any  such  financing  statement  filed  for  informational   purposes  only)  or
comparable law of any  jurisdiction to evidence any of the foregoing;  PROVIDED,
HOWEVER, that any assignment pursuant to Section 6.02 of the Servicing Agreement
shall not be deemed to constitute a Lien.

     LIFETIME RATE CAP: With respect to each Mortgage Loan with respect to which
the related Mortgage Note provides for a lifetime rate cap, the maximum Mortgage
Rate  permitted  over the life of such  Mortgage  Loan  under  the terms of such
Mortgage  Note,  as set forth on the Mortgage Loan Schedule and initially as set
forth on Exhibit A to the Servicing Agreement.

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

     LIQUIDATION EXPENSES:  Out-of-pocket expenses (exclusive of overhead) which
are  incurred  by or on behalf of the Master  Servicer  in  connection  with the
liquidation of any Mortgage Loan and not recovered  under any insurance  policy,
such  expenses  including,  without  limitation,  legal fees and  expenses,  any
unreimbursed amount expended (including, without limitation, amounts advanced to
correct  defaults on any mortgage loan which is senior to such Mortgage Loan and
amounts  advanced to keep  current or pay off a mortgage  loan that is senior to
such Mortgage  Loan)  respecting  the related  Mortgage Loan and any related and
unreimbursed  expenditures  for  real  estate  property  taxes  or for  property
restoration, preservation or insurance against casualty loss or damage.

     LIQUIDATION  PROCEEDS:  Proceeds  (including  Insurance  Proceeds  but  not
including  amounts drawn under the Note Insurance Policy) received in connection
with the  liquidation  of any  Mortgage  Loan or related REO  Property,  whether
through trustee's sale, foreclosure sale or otherwise.

     LOAN  YEAR:  With  respect  to any  Mortgage  Loan,  the  one  year  period
commencing  on the day  succeeding  the  origination  of such  Mortgage Loan and
ending on the  anniversary  date of such Mortgage  Loan,  and each annual period
thereafter.

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

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

     MASTER SERVICER: _______________________, a __________ corporation, and its
successors and assigns.

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

     MASTER  SERVICING FEE RATE:  With respect to each Mortgage Loan,  ____% per
annum.

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

     MAXIMUM  MORTGAGE RATE: With respect to each Adjustable Rate Mortgage Loan,
the maximum Mortgage Rate.

     MINIMUM  MORTGAGE RATE: With respect to each Adjustable Rate Mortgage Loan,
the minimum Mortgage Rate.

     MINIMUM SPREAD: ____% per annum.

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

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

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

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

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

     MORTGAGE LOAN SCHEDULE:  With respect to any date, the schedule of Mortgage
Loans held by the Issuing Entity on such date. The initial  schedule of Mortgage
Loans as of the  Cut-Off  Date is the  schedule  set  forth in  Exhibit A of the
Servicing Agreement, which schedule sets forth as to each Mortgage Loan

          (i) the loan number and name of the Mortgagor;

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

          (iii) the Mortgage Rate;

          (iv) the Maximum Rate;

          (v) the maturity date;

          (vi) the original principal balance;

          (vii) the first payment date;

          (viii) the type of Mortgaged Property;

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

          (x) the Cut-off Date Principal Balance;

          (xi) the occupancy status;

          (xii) the purpose of the Mortgage Loan;

          (xiii) the Appraised Value of the Mortgaged Property;

          (xiv) the original term to maturity;

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

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

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

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

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

     MORTGAGE  NOTE:  The  note  or  other  evidence  of the  indebtedness  of a
Mortgagor under a Mortgage Loan.

     MORTGAGE RATE:  With respect to any Mortgage Loan, the annual rate at which
interest accrues on such Mortgage Loan.

     MORTGAGED PROPERTY:  The underlying  property,  including real property and
improvements thereon, securing a Mortgage Loan.

     MORTGAGOR: The obligor or obligors under a Mortgage Note.

     NET  LIQUIDATION  PROCEEDS:  With respect to any Liquidated  Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.

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

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

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

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

     NOTE INSURER: MBIA Insurance Corporation, a New York insurance company, any
successor  thereto or any  replacement  bond  insurer  substituted  pursuant  to
Section 3.29 of the Indenture.

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

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

     NOTE OWNER: The Beneficial Owner of a Note.

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

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

     NOTE REGISTER:  The register  maintained by the Note Registrar in which the
Note Registrar shall provide for the  registration of Notes and of transfers and
exchanges of Notes.

     NOTE REGISTRAR: The Indenture Trustee, in its capacity as Note Registrar.

     NOTEHOLDER:  The  Person  in whose  name a Note is  registered  in the Note
Register,  except that, any Note  registered in the name of the  Depositor,  the
Issuing Entity or the Indenture Trustee or any Affiliate of any of them shall be
deemed not to be outstanding and the registered  holder will not be considered a
Noteholder or holder for purposes of giving any request, demand,  authorization,
direction,  notice, consent or waiver under the Indenture or the Trust Agreement
provided that, in determining  whether the Indenture  Trustee shall be protected
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent or waiver,  only Notes that the  Indenture  Trustee or the Owner Trustee
knows to be so owned  shall be so  disregarded.  Owners of Notes  that have been
pledged in good faith may be regarded as Holders if the pledgee  establishes  to
the  satisfaction  of the  Indenture  Trustee or the Owner Trustee the pledgee's
right so to act with  respect  to such  Notes  and that the  pledgee  is not the
Issuing Entity,  any other obligor upon the Notes or any Affiliate of any of the
foregoing Persons. Any bonds on which payments are made under the Note Insurance
Policy shall be deemed  Outstanding  until the Note Insurer has been  reimbursed
with respect thereto and the Note Insurer shall be deemed the Noteholder thereof
to the extent of such unreimbursed payment.

     NOTES: The Notes designated as the "Notes" in the Indenture.

     OFFICER'S  CERTIFICATE:  With respect to the Master Servicer, a certificate
signed by the President,  Managing Director,  a Director, a Vice President or an
Assistant Vice President,  of the Master Servicer and delivered to the Indenture
Trustee.  With  respect  to the  Issuing  Entity,  a  certificate  signed by any
Authorized Officer of the Issuing Entity, under the circumstances  described in,
and otherwise  complying  with, the applicable  requirements of Section 10.01 of
the  Indenture,  and  delivered  to  the  Indenture  Trustee.  Unless  otherwise
specified,  any reference in the Indenture to an Officer's  Certificate shall be
to an Officer's Certificate of any Authorized Officer of the Issuing Entity.

     ONE-MONTH LIBOR:  With respect to any Interest Period,  the rate determined
by the Indenture Trustee on the related Interest Determination Date on the basis
of the offered rates of the Reference  Banks for one-month  United States dollar
deposits, as such rates appear on the Reuters Screen LIBO Page, as of 11:00 a.m.
(London   time)  on  such   Interest   Determination   Date.  On  each  Interest
Determination  Date,  One-Month  LIBOR for the related  Interest  Period will be
established by the Indenture Trustee as follows:

          (i) If on such Interest Determination Date two or more Reference Banks
     provide such offered  quotations,  One-Month LIBOR for the related Interest
     Period shall be the  arithmetic  mean of such offered  quotations  (rounded
     upwards if necessary to the nearest whole multiple of 1/16%).

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

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

     ORIGINAL  SPECIFIED  SUBORDINATION  AMOUNT: An amount equal to ____% of the
aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.

     ORIGINAL VALUE: Except in the case of a refinance Mortgage Loan, the lesser
of the  Appraised  Value or  sales  price of  Mortgaged  Property  at the time a
Mortgage Loan is closed,  and for a refinance  Mortgage Loan, the Original Value
is the value of such property set forth in an appraisal acceptable to the Master
Servicer.

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

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

          (ii) Notes in  exchange  for or in lieu of which other Notes have been
     executed,  authenticated  and delivered  pursuant to the  Indenture  unless
     proof  satisfactory  to the  Indenture  Trustee is presented  that any such
     Notes are held by a holder in due course;

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

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

          OWNER TRUST ESTATE:  The corpus of the Issuing  Entity  created by the
     Trust  Agreement  which  consists  of items in  Section  2.01 of the  Trust
     Agreement.

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

          OWNER TRUSTEE FEE:

          OWNER TRUSTEE FEE RATE: ______% per annum.

          PAYING AGENT:  Any paying agent or co-paying agent appointed  pursuant
     to Section 3.03 of the Indenture,  which  initially  shall be the Indenture
     Trustee.

          PAYMENT  ACCOUNT:  The account  established  by the Indenture  Trustee
     pursuant to Section 8.02 of the Indenture and Section 4.03 of the Servicing
     Agreement. The Payment Account shall be an Eligible Account.

          PAYMENT  DATE:  The  25th day of each  month,  or if such day is not a
     Business Day, then the next Business Day.

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

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

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

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

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

          PREPAYMENT INTEREST SHORTFALL: As to any Payment Date and any Mortgage
     Loan (other than a Mortgage Loan relating to an REO Property)  that was the
     subject of (a) a Principal Prepayment in full during the related Prepayment
     Period,  an amount  equal to the  excess of  interest  accrued  during  the
     related Prepayment Period at the Net Mortgage Rate on the Principal Balance
     of such  Mortgage  Loan over the amount of  interest  (adjusted  to the Net
     Mortgage Rate) paid by the Mortgagor for such Prepayment Period to the date
     of such Principal Prepayment in full or (b) a partial Prepayment during the
     prior  calendar  month,  an amount  equal to  interest  accrued  during the
     related  Prepayment  Period at the Net Mortgage  Rate on the amount of such
     partial Prepayment.

          PREPAYMENT  PERIOD:  As  to  any  Payment  Date,  the  calendar  month
     preceding the month of distribution.

          PRIMARY  INSURANCE  POLICY:  Each primary policy of mortgage  guaranty
     insurance issued by a Qualified Insurer or any replacement policy therefor.

          PRINCIPAL  BALANCE:  With respect to any Mortgage  Loan or related REO
     Property,  at any given time, (i) the Cut-off Date Principal Balance of the
     Mortgage  Loan,  minus  (ii) the sum of (a) the  principal  portion  of the
     Monthly  Payments  due with respect to such  Mortgage  Loan or REO Property
     during each Due Period  ending prior to the most recent  Payment Date which
     were  received or with  respect to which an Advance  was made,  and (b) all
     Principal  Prepayments  with respect to such Mortgage Loan or REO Property,
     and all Insurance Proceeds,  Liquidation Proceeds and REO Proceeds,  to the
     extent  applied  by the Master  Servicer  as  recoveries  of  principal  in
     accordance with the Servicing  Agreement with respect to such Mortgage Loan
     or REO  Property,  and (c) any Realized  Loss with respect  thereto for any
     previous Payment Date.

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

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

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

          (3)  the  principal  portion  of  all  other  unscheduled  collections
          (including, without limitation, Principal Prepayments in full, partial
          Prepayments,   Insurance  Proceeds,   Liquidation   Proceeds  and  REO
          Proceeds)  received during the related Prepayment Period to the extent
          applied by the Master  Servicer as payments or recoveries of principal
          of the  related  Mortgage  Loan;  (4) any  Insured  Payment  made with
          respect to any Subordination Deficit; and

                                    MINUS

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

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

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

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

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

     PURCHASER:  Impac Secured Assets Corp., a California  corporation,  and its
successors and assigns.

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

     RATING AGENCY: Any nationally  recognized  statistical rating organization,
or its  successor,  that rated the Notes at the request of the  Depositor at the
time of the  initial  issuance  of the Notes.  Initially,  Moody's or Standard &
Poor's. If such  organization or a successor is no longer in existence,  "Rating
Agency" shall be such nationally recognized statistical rating organization,  or
other  comparable  Person,  designated  by the Note  Insurer  so long as no Note
Insurer  Default  exists,  notice  of  which  designation  shall be given to the
Indenture Trustee.  References herein to the highest short term unsecured rating
category of a Rating  Agency  shall mean A-1 or better in the case of Standard &
Poor's  and P-1 or  better in the case of  Moody's  and in the case of any other
Rating  Agency  shall mean such  equivalent  ratings.  References  herein to the
highest  long-term  rating  category of a Rating  Agency shall mean "AAA" in the
case of  Standard & Poor's  and "Aaa" in the case of Moody's  and in the case of
any other Rating Agency, such equivalent rating.

     REALIZED  LOSS:  With respect to each Mortgage Loan (or REO Property) as to
which a Cash  Liquidation or REO Disposition  has occurred,  an amount (not less
than  zero)  equal to (i) the  Principal  Balance of the  Mortgage  Loan (or REO
Property)  as of the date of Cash  Liquidation  or REO  Disposition,  plus  (ii)
interest  (and REO Imputed  Interest,  if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Noteholders up to the
last day of the  month  in  which  the  Cash  Liquidation  (or REO  Disposition)
occurred  on the  Principal  Balance  of such  Mortgage  Loan (or REO  Property)
outstanding  during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds,  if any,  received during the month in which such Cash
Liquidation (or REO Disposition)  occurred,  to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage  Loan, net
of the portion  thereof  reimbursable  to the Master Servicer or any Subservicer
with respect to related  Advances or expenses as to which the Master Servicer or
Subservicer  is entitled  to  reimbursement  thereunder  but which have not been
previously  reimbursed.  With respect to each Mortgage Loan which has become the
subject of a Deficient  Valuation,  the difference between the principal balance
of the Mortgage Loan outstanding  immediately prior to such Deficient  Valuation
and the  principal  balance of the  Mortgage  Loan as  reduced by the  Deficient
Valuation.  With respect to each  Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.

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

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

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

     RELATED  DOCUMENTS:  With  respect to each  Mortgage  Loan,  the  documents
specified in Section  2.1(b) of the Mortgage  Loan  Purchase  Agreement  and any
documents  required to be added to such documents  pursuant to the Mortgage Loan
Purchase Agreement, the Trust Agreement, Indenture or the Servicing Agreement.

     RELIEF  ACT:  The  Soldiers'  and  Sailors'  Civil  Relief Act of 1940,  as
amended.

     RELIEF ACT SHORTFALL:  For any Payment Date, As to any Payment Date and any
Mortgage  Loan (other than a Mortgage  Loan  relating  to an REO  Property)  any
shortfalls relating to the Relief Act or similar legislation or regulations.

     REO  ACQUISITION:  The  acquisition by the Master Servicer on behalf of the
Indenture  Trustee  for the  benefit  of the  Noteholders  of any  REO  Property
pursuant to Section 3.13 of the Servicing Agreement.

     REO  DISPOSITION:  As to any REO Property,  a  determination  by the Master
Servicer that it has received substantially all Insurance Proceeds,  Liquidation
Proceeds,  REO Proceeds and other payments and recoveries (including proceeds of
a final sale) which the Master Servicer  expects to be finally  recoverable from
the sale or other disposition of the REO Property.

     REO IMPUTED  INTEREST:  As to any REO Property,  for any period,  an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related  Mortgage Loan had it been  outstanding) on the unpaid  principal
balance of the  Mortgage  Loan as of the date of  acquisition  thereof  for such
period.

     REO  PROCEEDS:  Proceeds,  net of expenses,  received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged  Property)  which  proceeds  are  required  to be  deposited  into the
Collection Account only upon the related REO Disposition.

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

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

     REPURCHASE  PRICE:  With  respect  to  any  Mortgage  Loan  required  to be
repurchased  on any date  pursuant to the Mortgage  Loan  Purchase  Agreement or
purchased by the Master Servicer pursuant to the Servicing Agreement,  an amount
equal to the sum,  without  duplication,  of (i) 100% of the  Principal  Balance
thereof (without  reduction for any amounts charged off) and (ii) unpaid accrued
interest at the Mortgage Rate on the outstanding  principal balance thereof from
the Due Date to which  interest was last paid by the  Mortgagor to the first day
of the month  following  the month of purchase plus (iii) the amount of Advances
and any  unreimbursed  Servicing  Advances or  unreimbursed  Advances  made with
respect to such  Mortgage  Loan plus (iv) any other  amounts  owed to the Master
Servicer or the Subservicer  pursuant to Section 3.07 of the Servicing Agreement
not included in clause (iii) of this definition.

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

     (a) the Original Specified Subordination Amount; and

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

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

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

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

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

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

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

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

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

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

     SECURITY: Any of the Certificates or Notes.

     SECURITYHOLDER or HOLDER: Any Noteholder or a Certificateholder.

     SECURITY INSTRUMENT:  A written instrument creating a valid first lien on a
Mortgaged Property securing a Mortgage Note, which may be any applicable form of
mortgage,  deed of trust,  deed to secure debt or security  deed,  including any
riders or addenda thereto.

     SERVICING ACCOUNT: The separate trust account created and maintained by the
Master  Servicer or each  Subservicer  with respect to the Mortgage Loans or REO
Property,  which  shall  be  an  Eligible  Account,  for  collection  of  taxes,
assessments,  insurance  premiums and  comparable  items as described in Section
3.08 of the Servicing Agreement.

     SERVICING ADVANCES: All customary, reasonable and necessary "out of pocket"
costs and expenses  incurred in connection with a default,  delinquency or other
unanticipated  event in the  performance by the Master Servicer of its servicing
obligations, including, without duplication, but not limited to, the cost of (i)
the preservation,  restoration and protection of a Mortgaged Property,  (ii) any
enforcement  or  judicial  proceedings,   including   foreclosures,   (iii)  the
management  and  liquidation  of any REO Property and (iv)  compliance  with the
obligations under Sections 3.10, 3.11, 3.13 of the Servicing Agreement.

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

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

     SERVICING CRITERIA:  The "servicing  criteria" set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.

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

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

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

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

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

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

     STANDARD & POOR'S:  Standard & Poor's Ratings Service,  or its successor in
interest.

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

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

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

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

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

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

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

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

     SUBSERVICING FEE RATE: For any date of determination, ____% per annum.

     SUBSTITUTION  ADJUSTMENT  AMOUNT:  With respect to any Eligible  Substitute
Mortgage Loan, the amount as defined in Section 2.03 of the Servicing Agreement.

     TELERATE  SCREEN  PAGE 3750:  The  display  designated  as page 3750 on the
Telerate  Service (or such other page as may replace  page 3750 on that  service
for the purpose of displaying London interbank offered rates of major banks). If
such rate does not appear on such page (or such other page as may  replace  that
page on that  service,  or if such  service  is no longer  offered,  such  other
service for displaying One-Month LIBOR or comparable rates as may be selected by
the Issuing Entity after consultation with the Indenture Trustee), the rate will
be the Reference Bank Rate.

     TREASURY   REGULATIONS:   Regulations,   including  proposed  or  temporary
Regulations,   promulgated  under  the  Code.   References  herein  to  specific
provisions  of  proposed  or  temporary   regulations  shall  include  analogous
provisions  of  final   Treasury   Regulations  or  other   successor   Treasury
Regulations.

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

     TRUST  ESTATE:  The  meaning  specified  in  the  Granting  Clause  of  the
Indenture.

     TRUST  INDENTURE  ACT or TIA: The Trust  Indenture  Act of 1939, as amended
from time to time, as in effect on any relevant date.

     UCC The Uniform Commercial Code, as amended from time to time, as in effect
in any specified jurisdiction.

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