Unassociated Document


    EXHIBIT
      4.3

    


    INDENTURE

     

    among

     

    [                                ]
      200__-[   ]

    Issuer

     

    


    ______________________,

    Trust
      Administrator

    


    and

     

    ____________________________________

    Indenture
      Trustee

     

    Dated
      as
      of ________, 200_

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF
      CONTENTS

     

     

    ARTICLE
      ONE

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	
              Section
                1.01.

            	
              Definitions

            
	
              Section
                1.02.

            	
              Incorporation
                by Reference of Trust Indenture Act

            
	
              Section
                1.03.

            	
              Rules
                of Construction

            


    

     

    ARTICLE
      TWO

    THE
      NOTES

     

    
      	
              Section
                2.01.

            	
              Form

            
	
              Section
                2.02.

            	
              Execution,
                Authentication and Delivery

            
	
              Section
                2.03.

            	
              Limitation
                on Transfer of Notes

            
	
              Section
                2.04.

            	
              Registration;
                Registration of Transfer and Exchange

            
	
              Section
                2.05.

            	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            
	
              Section
                2.06.

            	
              Persons
                Deemed Owners

            
	
              Section
                2.07.

            	
              Payment
                of Principal and Interest

            
	
              Section
                2.08.

            	
              Cancellation

            
	
              Section
                2.09.

            	
              Release
                of Collateral

            
	
              Section
                2.10.

            	
              Book-Entry
                Notes

            
	
              Section
                2.11.

            	
              Notices
                to Clearing Agency

            
	
              Section
                2.12.

            	
              Definitive
                Notes

            
	
              Section
                2.13.

            	
              Tax
                Treatment

            


    

     

    ARTICLE
      THREE

    COVENANTS

     

    
      	
              Section
                3.01.

            	
              Payment
                of Principal and Interest

            
	
              Section
                3.02.

            	
              Maintenance
                of Office or Agency

            
	
              Section
                3.03.

            	
              Money
                for Payments to be Held in Trust

            
	
              Section
                3.04.

            	
              Existence

            
	
              Section
                3.05.

            	
              Protection
                of Collateral

            
	
              Section
                3.06.

            	
              Opinions
                as to Collateral

            
	
              Section
                3.07.

            	
              Performance
                of Obligations

            
	
              Section
                3.08.

            	
              Negative
                Covenants

            
	
              Section
                3.09.

            	
              Annual
                Statement as to Compliance

            
	
              Section
                3.10.

            	
              Treatment
                of Notes as Debt for Tax Purposes

            
	
              Section
                3.11.

            	
              [Reserved]

            
	
              Section
                3.12.

            	
              No
                Other Business

            
	
              Section
                3.13.

            	
              No
                Borrowing

            
	
              Section
                3.14.

            	
              [Reserved].

            
	
              Section
                3.15.

            	
              Guarantees,
                Loans, Advances and Other Liabilities

            
	
              Section
                3.16.

            	
              Capital
                Expenditures

            
	
              Section
                3.17.

            	
              Removal
                of Trust Administrator

            
	
              Section
                3.18.

            	
              Restricted
                Payments

            
	
              Section
                3.19.

            	
              Notice
                of Events of Default

            
	
              Section
                3.20.

            	
              Further
                Instruments and Acts

            
	
              Section
                3.21.

            	
              Covenants
                of the Issuer

            
	
              Section
                3.22.

            	
              Representations
                and Warranties of the Issuer

            


    

     

    ARTICLE
      FOUR

    SATISFACTION
      AND DISCHARGE

     

    
      	
              Section
                4.01.

            	
              Satisfaction
                and Discharge of Indenture

            
	
              Section
                4.02.

            	
              Application
                of Trust Money

            
	
              Section
                4.03.

            	
              Repayment
                of Moneys Held by Paying Agent

            
	
              Section
                4.04.

            	
              Trust
                Money Received by Indenture Trustee

            


    

     

    ARTICLE
      FIVE

    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 Collateral

            
	
              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.

            	
              Action
                on Notes

            
	
              Section
                5.16.

            	
              Performance
                and Enforcement of Certain
                Obligations

            


    

     

    ARTICLE
      SIX

    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 Defaults

            
	
              Section
                6.06.

            	
              Reports
                by Trust Administrator to Holders

            
	
              Section
                6.07.

            	
              Compensation
                and Indemnity

            
	
              Section
                6.08.

            	
              Replacement
                of Indenture Trustee

            
	
              Section
                6.09.

            	
              Successor
                Indenture Trustee or Trust Administrator by Merger

            
	
              Section
                6.10.

            	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee

            
	
              Section
                6.11.

            	
              Eligibility;
                Disqualification

            
	
              Section
                6.12.

            	
              Representations
                and Warranties

            
	
              Section
                6.13.

            	
              Preferential
                Collection of Claims Against Issuer

            


    

     

    ARTICLE
      SEVEN

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    
      	
              Section
                7.01.

            	
              Note
                Registrar To Furnish to the Indenture Trustee the Names and Addresses
                of
                Noteholders

            
	
              Section
                7.02.

            	
              Preservation
                of Information; Communications to Noteholders

            
	
              Section
                7.03.

            	
              Reports
                by Issuer

            
	
              Section
                7.04.

            	
              Reports
                by Indenture Trustee

            


    

     

    ARTICLE
      EIGHT

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    
      	
              Section
                8.01.

            	
              Collection
                of Money

            
	
              Section
                8.02.

            	
              Collection
                Account

            
	
              Section
                8.03.

            	
              Release
                of Collateral

            


    

     

    ARTICLE
      NINE

    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

            
	
              Section
                9.07.

            	
              Opinion
                of Counsel

            


    

     

    ARTICLE
      TEN

    REDEMPTION
      OF NOTES

     

    
      	
              Section
                10.01.

            	
              Redemption

            
	
              Section
                10.02.

            	
              Form
                of Redemption Notice

            
	
              Section
                10.03.

            	
              Notes
                Payable on Applicable Redemption
                Date

            


    

     

    ARTICLE
      ELEVEN

    MISCELLANEOUS

     

    
      	
              Section
                11.01.

            	
              Compliance
                Certificates and Opinions, etc

            
	
              Section
                11.02.

            	
              Form
                of Documents Delivered to Indenture Trustee

            
	
              Section
                11.03.

            	
              Acts
                of Noteholders

            
	
              Section
                11.04.

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

            
	
              Section
                11.05.

            	
              Notices
                to Noteholders; Waiver

            
	
              Section
                11.06.

            	
              Conflict
                with Trust Indenture Act

            
	
              Section
                11.07.

            	
              Effect
                of Headings and Table of Contents

            
	
              Section
                11.08.

            	
              Successors
                and Assigns

            
	
              Section
                11.09.

            	
              Severability

            
	
              Section
                11.10.

            	
              Benefits
                of Indenture and Consents of Noteholders

            
	
              Section
                11.11.

            	
              Legal
                Holidays

            
	
              Section
                11.12.

            	
              Governing
                Law

            
	
              Section
                11.13.

            	
              Counterparts

            
	
              Section
                11.14.

            	
              Recording
                of Indenture

            
	
              Section
                11.15.

            	
              Trust
                Obligations

            
	
              Section
                11.16.

            	
              No
                Petition

            
	
              Section
                11.17.

            	
              Inspection

            


    

    


    


    EXHIBITS

     

    
      	
              EXHIBIT
                A

            	
              Forms
                of Notes

            
	
              EXHIBIT
                B

            	
              Form
                of ERISA Transfer Affidavit

            


    

    


     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    This
      INDENTURE, dated as of ________, 200_, is among
      [                                ]
      200__-[   ], a Delaware statutory trust (the “Issuer”),
      ______________________, as Trust Administrator (the “Trust Administrator”) and
      ____________________________________, as indenture trustee and not in its
      individual capacity (the “Indenture Trustee”).

     

    Each
      party agrees as follows for the benefit of the other party, for the equal and
      ratable benefit of the Holders of the Issuer’s variable rate Notes in the
      Classes specified herein (the “Notes”):

     

    GRANTING
      CLAUSE

     

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

     

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

     

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

     

    ARTICLE
      ONE

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    Section
      1.01.   Definitions.
      (a)
      Except
      as otherwise specified herein or as the context may otherwise require, the
      following terms have the respective meanings set forth below for all purposes
      of
      this Indenture.

     

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

     

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

     

    Book-Entry
      Notes:
      Beneficial interests in Notes designated as “Book-Entry Notes” in this
      Indenture, ownership and transfers of which shall be evidenced or made through
      book entries by a Clearing Agency as described in Section 2.11; provided, that
      after the occurrence of a condition whereupon Definitive Notes are to be issued
      to Note Owners, such Book-Entry Notes shall no longer be “Book-Entry
      Notes.”

     

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

     

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

     

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

     

    Clearstream:
      Clearstream Banking, société anonyme, and any successor thereto.

     

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

     

    Commission:
      The
      Securities and Exchange Commission.

     

    Corporate
      Trust Office:
      With
      respect to the Indenture Trustee, the designated office of the Indenture Trustee
      in the State of _________ at which at any particular time its corporate trust
      business with respect to this Agreement is administered, which office at the
      date of the execution of this Agreement is located at
      ______________________________, Attn: ________________, and which is the address
      to which notices to and correspondence with the Indenture Trustee should be
      directed, or at such other address as the Indenture Trustee may designate from
      time to time by notice to the Holders, the Issuer and the Trust Administrator
      or
      the principal corporate trust office of any successor Indenture Trustee. With
      respect to the Note Registrar and presentment of Notes for registration of
      transfer, exchange or final payment, __________________________________________,
      Attention: __________________, and for all other purposes,
      ________________________________, Attention: _________________.

     

    Current
      Interest:
      As
      defined in the Sale and Servicing Agreement.

     

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

     

    Definitive
      Notes:
      The
      meaning specified in Section 2.10.

     

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

     

    Disregarded
      Entity:
      An
      entity that is both (a) solely owned by a REIT or Qualified REIT Subsidiary
      and
      (b) disregarded as an entity separate from its owner within the meaning of
      Section 301.7701-2(c)(2) of the Treasury Regulations.

     

    Eligible
      Corporation:
      A
      domestic corporation described in section 860L(a)(2) of the Code that (i) is
      not
      the obligor on any debt instrument held as part of the Trust, and (ii) is not
      related, within the meaning of section 860L(g), to any person who is an obligor
      on any debt instrument held as part of the Trust.

     

    Euroclear:
      Euroclear SA/NV, as operator of the Euroclear System.

     

    Event
      of Default:
      The
      meaning specified in Section 5.01.

     

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

     

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

     

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

     

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

     

    Holder
      or
Noteholder:
      A
      Person in whose name a Note is registered on the Note Register.

     

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

     

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

     

    Issuer:
      ___________ Mortgage Investment Trust 200_-__, a Delaware statutory trust,
      or
      any successor and, for purposes of any provision contained herein and required
      by the TIA, each other obligor on the Notes.

     

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

     

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

     

    Note:
      Any of
      the [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4],
      [Class AF-5A], [Class AF-5B], [Class AF-6], [Class MF-1], [Class MF-2], [Class
      MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7], [Class MF-8],
      [Class BF], [Class 2-AV-1], [Class 2-AV-2], [Class 3-AV-1], [Class 3-AV-2],
      [Class 3-AV-3], [Class 3-AV-4], [Class MV-1], [Class MV-2], [Class MV-3], [Class
      MV-4], [Class MV-5], [Class MV-6], [Class MV-7], [Class MV-8], [Class BV],
      [Class PF], [Class PV], [Class CF] or [Class CV] Notes issued pursuant to this
      Indenture, substantially in the forms attached hereto as Exhibit A.

     

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

     

    Note
      Register:
      The
      meaning specified in Section 2.04.

     

    Note
      Registrar:
      The
      meaning specified in Section 2.04. The initial Note Registrar shall be the
      Trust
      Administrator.

     

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

     

    Outstanding:
      As of
      the date of determination, all Notes theretofore authenticated and delivered
      under this Indenture except:

     

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

     

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

     

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

     

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

     

    Outstanding
      Balance:
      The
      aggregate principal amount of the Notes Outstanding as of the date of
      determination.

     

    Paying
      Agent:
      Initially, the Trust Administrator or any other Person that meets the
      eligibility standards for the Indenture Trustee specified in Section 6.11 and
      is
      authorized by the Issuer, in accordance with the provision of Section 3.03,
      to
      make payments to and distributions from the Trust Account, including payments
      of
      principal of or interest on the Notes on behalf of the Issuer.

     

    Predecessor
      Note:
      With
      respect to any particular Note, every previous Note evidencing all or a portion
      of the same debt as that evidenced by such particular Note; and, for the purpose
      of this definition, any Note authenticated and delivered under Section 2.04
      in
      lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence
      the same debt as the mutilated, lost, destroyed or stolen Note.

     

    Priority
      Class Notes:
      Until
      the Class Principal Amounts of the Senior Notes are reduced to zero and all
      sums
      payable to the Holders of the Senior Notes have been paid in full, the Senior
      Notes; when the Class Principal Amounts of the Senior Notes have been reduced
      to
      zero and all amounts payable to the Holders of the Senior Notes have been paid
      in full, (i) with respect to the Fixed Rate Notes, the [Class MF-1] Notes;
      when
      the Class Principal Amounts of the Senior Notes and the [Class MF-1] Notes
      have
      been reduced to zero and all sums payable to the Holders of such Classes have
      been paid in full, the [Class MF-2] Notes; when the Class Principal Amounts
      of
      the Senior Notes, the [Class MF-1] Notes and the [Class MF-2] Notes have been
      reduced to zero and all sums payable to the Holders of such Classes have been
      paid in full, the [Class MF-3] Notes; when the Class Principal Amounts of the
      Senior Notes, the [Class MF-1] Notes, the [Class MF-2] Notes and the [Class
      MF-3] Notes have been reduced to zero and all sums payable to the Holders of
      such Classes have been paid in full, the [Class MF-4] Notes; when the Class
      Principal Amounts of the Senior Notes, the [Class MF-1] Notes, the [Class MF-2]
      Notes, the [Class MF-3] Notes and the [Class MF-4] Notes have been reduced
      to
      zero and all sums payable to the Holders of such Classes have been paid in
      full;
      when the Class Principal Amounts of the Senior Notes, the [Class MF-1], the
      [Class MF-2], the [Class MF-3] Notes, and the [Class MF-4] Notes, have been
      reduced to zero and all sums payable to the Holders of such Classes have been
      paid in full, the [Class MF-5] Notes; when the Class Principal Amounts of the
      Senior Notes, the [Class MF-1] Notes, the [Class MF-2] Notes, the[Class MF-3]
      Notes, the [Class MF-4] Notes and the [Class MF-5] Notes have been reduced
      to
      zero and all sums payable to the Holders of such Classes have been paid in
      full,
      the [Class MF-6] Notes; when the Class Principal Amounts of the Senior Notes,
      the [Class MF-1] Notes, the [Class MF-2] Notes, the [Class MF-3] Notes, [Class
      MF-4] Notes, the [Class MF-5] Notes and the [Class MF-6] Notes have been reduced
      to zero and all sums payable to the Holders of such Classes have been paid
      in
      full, the [Class MF-7] Notes; and when the Class Principal Amounts of the Senior
      Notes, the [Class MF-1] Notes, the [Class MF-2] Notes, the [Class MF-3] Notes,
      the [Class MF-4] Notes, the [Class MF-5] Notes, the [Class MF-6] Notes and
      the
      [Class MF-7] Notes have been reduced to zero and all sums payable to the Holders
      of such Classes have been paid in full, the [Class MF-8] Notes, when the Class
      Principal Amounts of the Senior Notes, the [Class MF-1] Notes, the [Class MF-2]
      Notes, the [Class MF-3] Notes, [Class MF-4] Notes, the [Class MF-5] Notes,
      the
      [Class MF-6] Notes and the [Class MF-7] Notes have been reduced to zero and
      all
      sums payable to the Holders of such Classes have been paid in full, the [Class
      MF-8] Notes; and when the Class Principal Amounts of the Senior Notes, the
      [Class MF-1] Notes, the [Class MF-2] Notes, the [Class MF-3] Notes, the [Class
      MF-4] Notes, the [Class MF-5] Notes, the [Class MF-6] Notes, the [Class MF-7]
      Notes and the [Class MF-8] Notes have been reduced to zero and all sums payable
      to the Holders of such Classes have been paid in full, the [Class BF] Notes
      and
      (ii) with respect to the Adjustable Rate Notes, the [Class MV-1] Notes; when
      the
      Class Principal Amounts of the Senior Notes and the [Class MV-1] Notes have
      been
      reduced to zero and all sums payable to the Holders of such Classes have been
      paid in full, the [Class MV-2] Notes; when the Class Principal Amounts of the
      Senior Notes, the [Class MV-1] Notes and the [Class MV-2] Notes have been
      reduced to zero and all sums payable to the Holders of such Classes have been
      paid in full, the [Class MV-3] Notes; when the Class Principal Amounts of the
      Senior Notes, the [Class MV-1] Notes, the [Class MV-2] Notes and the [Class
      MV-3] Notes have been reduced to zero and all sums payable to the Holders of
      such Classes have been paid in full, the [Class MV-4] Notes; when the Class
      Principal Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class MV-2]
      Notes, the [Class MV-3] Notes and the [Class MV-4] Notes have been reduced
      to
      zero and all sums payable to the Holders of such Classes have been paid in
      full;
      when the Class Principal Amounts of the Senior Notes, the [Class MV-1], the
      [Class MV-2], the [Class MV-3] Notes, and the [Class MV-4] Notes, have been
      reduced to zero and all sums payable to the Holders of such Classes have been
      paid in full, the [Class MV-5] Notes; when the Class Principal Amounts of the
      Senior Notes, the [Class MV-1] Notes, the [Class MV-2] Notes, the[Class MV-3]
      Notes, the [Class MV-4] Notes and the [Class MV-5] Notes have been reduced
      to
      zero and all sums payable to the Holders of such Classes have been paid in
      full,
      the [Class MV-6] Notes; when the Class Principal Amounts of the Senior Notes,
      the [Class MV-1] Notes, the [Class MV-2] Notes, the [Class MV-3] Notes, [Class
      MV-4] Notes, the [Class MV-5] Notes and the [Class MV-6] Notes have been reduced
      to zero and all sums payable to the Holders of such Classes have been paid
      in
      full, the [Class MV-7] Notes; and when the Class Principal Amounts of the Senior
      Notes, the [Class MV-1] Notes, the [Class MV-2] Notes, the [Class MV-3] Notes,
      the [Class MV-4] Notes, the [Class MV-5] Notes, the [Class MV-6] Notes and
      the
      [Class MV-7] Notes have been reduced to zero and all sums payable to the Holders
      of such Classes have been paid in full, the [Class MV-8] Notes; when the Class
      Principal Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class MV-2]
      Notes, the [Class MV-3] Notes, [Class MV-4] Notes, the [Class MV-5] Notes,
      the
      [Class MV-6] Notes and the [Class MV-7] Notes have been reduced to zero and
      all
      sums payable to the Holders of such Classes have been paid in full, the [Class
      MV-8] Notes; and when the Class Principal Amounts of the Senior Notes, the
      [Class MV-1] Notes, the [Class MV-2] Notes, the [Class MV-3] Notes, the [Class
      MV-4] Notes, the [Class MV-5] Notes, the [Class MV-6] Notes, the [Class MV-7]
      Notes and the [Class MV-8] Notes have been reduced to zero and all sums payable
      to the Holders of such Classes have been paid in full, the [Class BF]
      Notes.

     

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

     

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

     

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

     

    Redemption
      Date:
      In the
      case of a redemption of the Notes pursuant to Section 10.01, the Payment Date
      specified by the Trust Administrator in the notice delivered pursuant to Section
      10.02.

     

    Responsible
      Officer:
      When
      used with respect to the Indenture Trustee, any vice president, any assistant
      vice president, any associate, or any other officer of the Indenture Trustee
      customarily performing functions similar to those performed by any of the above
      designated officers who at such time shall be officers to whom, with respect
      to
      a particular matter, such matter is referred because of such officer’s knowledge
      of and familiarity with the particular subject and who shall have direct
      responsibility for the administration of this Agreement. With respect to the
      Trust Administrator, any officer in the corporate trust department or similar
      group of the Trust Administrator with direct responsibility for the
      administration of this Agreement and also, with respect to a particular
      corporate trust matter, any other officer to whom such matter is referred
      because of his or her knowledge of and familiarity with the particular
      subject.

     

    [Retained
      Notes:
      Means
      those certain classes, or portions of certain classes, of Notes which, at the
      time of their issuance, ________________________ or one of its qualified REIT
      subsidiaries or a Disregarded Entity acquires beneficial ownership
      thereof.]

     

    Sale
      and Servicing Agreement:
      The
      Sale and Servicing Agreement dated as of ________, 200_, among the Issuer,
      IndyMac ABS, Inc., as depositor, ______________________, as seller, servicer
      and
      trust administrator, the Indenture Trustee, ________________________, as seller
      and _____________________, as servicer, as such may be amended or supplemented
      from time to time.

     

    Senior
      Notes:
      Any of
      the [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4],
      [Class AF-5A], [Class AF-5B], [Class AF-6], [Class 2-AV-1], [Class 2-AV-2],
      [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] or [Class 3-AV-4]
      Notes.

     

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

     

    Trust:
      The Delaware statutory trust known as “[
      ] 200__
      [ ].”

     

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

     

    (b)  Except
      as
      otherwise specified herein or as the context may otherwise require, capitalized
      terms used but not otherwise defined herein shall have the meanings assigned
      to
      them in the Sale and Servicing Agreement.

     

    Section
      1.02.   Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the TIA, the provision is
      incorporated by reference in and made a part of this Indenture. The following
      TIA terms used in this Indenture have the following meanings:

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

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

     

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

     

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

     

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

     

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

     

    (iii)  “or”
is
      not exclusive;

     

    (iv)  “including”
      means including without limitation;

     

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

     

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

     

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

     

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

     

    ARTICLE
      TWO

     

    THE
      NOTES

     

    Section
      2.01.   Form.
      (a)
      The
      Notes shall be designated as the “[ ] 200__ [ ]” The Notes, together with the
      Trust Administrator’s certificate of authentication, shall be in substantially
      the forms 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
      Definitive Notes and the global certificates (“Global Securities”) representing
      the Book-Entry Notes shall be typewritten, printed, lithographed or engraved
      or
      produced by any combination of these methods (with or without steel engraved
      borders), all as determined by the officers executing such Notes, as evidenced
      by their execution of such Notes.

     

    Each
      Note
      shall be dated the date of its authentication. 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 Issuer by any Authorized Officer of
      the
      Owner Trustee. The signature of any such Authorized Officer on the Notes may
      be
      manual or facsimile.

     

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

     

    The
      Trust
      Administrator shall, upon Issuer Order, authenticate and deliver the Notes
      for
      original issue in the aggregate principal amounts with respect to each Class
      as
      specified below:

     

    
      	
              Class

            	
              Class
                Principal Amount

            
	
              [Class
                AF-1A]

            	
              $__________

            
	
              [Class
                AF-1B]

            	
              $__________

            
	
              [Class
                AF-2]

            	
              $__________

            
	
              [Class
                AF-3]

            	
              $__________

            
	
              [Class
                AF-4]

            	
              $__________

            
	
              [Class
                AF-5A]

            	
              $__________

            
	
              [Class
                AF-5B]

            	
              $__________

            
	
              [Class
                AF-6]

            	
              $__________

            
	
              [Class
                MF-1]

            	
              $__________

            
	
              [Class
                MF-2]

            	
              $__________

            
	
              [Class
                MF-3]

            	
              $__________

            
	
              [Class
                MF-4]

            	
              $__________

            
	
              [Class
                MF-5]

            	
              $__________

            
	
              [Class
                MF-6]

            	
              $__________

            
	
              [Class
                MF-7]

            	
              $__________

            
	
              [Class
                MF-8]

            	
              $__________

            
	
              [Class
                BF]

            	
              $__________

            
	
              [Class
                2-AV-1]

            	
              $__________

            
	
              [Class
                2-AV-2]

            	
              $__________

            
	
              [Class
                3-AV-1]

            	
              $__________

            
	
              [Class
                3-AV-2]

            	
              $__________

            
	
              [Class
                3-AV-3]

            	
              $__________

            
	
              [Class
                3-AV-4]

            	
              $__________

            
	
              [Class
                MV-1]

            	
              $__________

            
	
              [Class
                MV-2]

            	
              $__________

            
	
              [Class
                MV-3]

            	
              $__________

            
	
              [Class
                MV-4]

            	
              $__________

            
	
              [Class
                MV-5]

            	
              $__________

            
	
              [Class
                MV-6]

            	
              $__________

            
	
              [Class
                MV-7]

            	
              $__________

            
	
              [Class
                MV-8]

            	
              $__________

            
	
              [Class
                BV]

            	
              $__________

            


    

    ___________________________

     

    The
      aggregate principal amounts of such Classes of Notes outstanding at any time
      may
      not exceed such respective amounts.

     

    The
      [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4], [Class
      AF-5A], [Class AF-5B], [Class AF-6], [Class 2-AV-1], [Class 2-AV-2], [Class
      3-AV-1], [Class 3-AV-2], [Class 3-AV-3] or [Class 3-AV-4] Notes will be issued
      in minimum denominations of $[25,000] and integral multiples of $[1] in excess
      thereof. The [Class MF-1], [Class MF-2], [Class MF-3], [Class MF-4], [Class
      MF-5], [Class MF-6], [Class MF-7], [Class MF-8], [Class BF], [Class MV-1],
      [Class MV-2], [Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class
      MV-7], [Class MV-8] or [Class BV] Notes will be issued in minimum denominations
      of $[100,000] and integral multiples of $[1] in excess thereof.

     

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

     

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

     

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

     

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

     

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

     

    Each
      Note
      shall contain a legend substantially similar to the applicable legend provided
      in Exhibit A hereto stating that transfer of such Notes is subject to certain
      restrictions as set forth herein.

     

    (b)  Any
      purported transfer of a Note (or any interest therein) not in accordance with
      this Section 2.03 shall be null and void and shall not be given effect for
      any
      purpose hereunder.

     

    (c)  The
      Trust
      Administrator will not have the ability to monitor transfers of the Notes while
      they are in book-entry form and will have no liability for transfers of
      Book-Entry Notes in violation of any of the transfer restrictions described
      in
      this Section 2.03.

     

    Section
      2.04.   Registration;
      Registration of Transfer and Exchange.
      The
      Issuer shall cause the Note Registrar to keep a register (the “Note Register”)
      in which, subject to such reasonable regulations as it may prescribe and the
      restrictions on transfers of the Notes set forth herein, the Issuer shall
      provide for the registration of Notes and the registration of transfers of
      Notes. The Trust Administrator initially shall be the “Note Registrar” for the
      purpose of registering Notes and transfers of Notes as herein provided. Upon
      any
      resignation of any Note Registrar, the Issuer shall promptly appoint a successor
      or, if it elects not to make such an appointment, assume the duties of Note
      Registrar.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      preceding provisions of this Section notwithstanding, the Issuer shall not
      be
      required to make and the Note Registrar need not register transfers or exchanges
      of Notes selected for redemption or of any Note for a period of [15] days
      preceding the due date for any payment with respect to such Note.

     

    Section
      2.05.   Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Trust Administrator, or the Trust
      Administrator receives evidence to its satisfaction of the destruction, loss
      or
      theft of any Note, and (ii) there is delivered to the Trust Administrator such
      security or indemnity as may be required by it to hold the Issuer and the Trust
      Administrator harmless, then, in the absence of actual notice to the Issuer,
      the
      Note Registrar or the Trust Administrator that such Note has been acquired
      by a
      protected purchaser, and upon certification provided by the Holder of such
      Note
      that the requirements of Section 8-405 of the Relevant UCC are met, the Issuer
      shall execute, and upon its request the Note Registrar shall authenticate and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or
      stolen Note, a replacement Note; provided,
      however,
      that if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within [seven] days shall be due and payable, or shall have been
      called for redemption, instead of issuing a replacement Note, the Issuer may
      pay
      such destroyed, lost or stolen Note when so due or payable or upon the
      Redemption Date without surrender thereof. If, after the delivery of such
      replacement Note or payment of a destroyed, lost or stolen Note pursuant to
      the
      proviso to the preceding sentence, a bona fide purchaser of the original Note
      in
      lieu of which such replacement Note was issued presents for payment such
      original Note, the Issuer and the Note Registrar 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
      protected purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, cost or expense
      incurred by the Issuer or the Trust Administrator in connection
      therewith.

     

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

     

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

     

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

     

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

     

    Section
      2.07.   Payment
      of Principal and Interest.
      (a)
      Each
      Class of Notes shall accrue interest at the applicable Note Interest Rate as
      set
      forth in the Sale and Servicing Agreement, and such interest shall be payable
      on
      each Payment Date, subject to Section 3.01. Interest shall be computed on each
      Class of Notes on the basis of a 360-day year and the actual number of days
      elapsed in each Accrual Period. With respect to each outstanding Class of Notes,
      the Trust Administrator shall determine LIBOR for each applicable Accrual Period
      on the second LIBOR Business Day prior thereto, in accordance with the
      provisions of the Sale and Servicing Agreement. All interest payments on each
      Class of Notes shall be made in the order provided for in Section [6.02] of
      the
      Sale and Servicing Agreement. Any installment of interest or principal payable
      on any Note shall be paid on the applicable Payment Date to the Person in whose
      name such Note (or one or more Predecessor Notes) is registered on the Record
      Date by check mailed first-class postage prepaid to such Person’s address as it
      appears on the Note Register on such Record Date or, upon written request made
      to the Note Registrar and the Paying Agent at least [five] Business Days prior
      to the related Record Date, by the Holder of a Note having an initial Note
      Principal Amount of not less than $[2,500,000] by wire transfer in immediately
      available funds to an account specified in the request and at the expense of
      such Noteholder, except that, unless Definitive Notes have been issued pursuant
      to Section 2.12, with respect to Notes registered on the Record Date in the
      name
      of the nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payment will be made by wire transfer in immediately available funds
      to
      the account designated by such nominee, except for the final installment of
      principal payable with respect to such Note on a Payment Date or on the
      applicable Maturity Date for such Class of Notes (and except for the Termination
      Price for any Note called for redemption pursuant to Section 10.01), which
      shall
      be payable as provided below. The funds represented by any such checks returned
      undelivered shall be held in accordance with Section 3.03.

     

    (b)  The
      principal of the Notes shall be payable in installments on each Payment Date
      as
      provided herein and in the Notes, subject to Section 3.01. Notwithstanding
      the
      foregoing, the entire unpaid principal amount of the Notes shall be due and
      payable, if not previously paid, on the date on which an Event of Default shall
      have occurred and be continuing, or if the Indenture Trustee or Holders of
      the
      Notes representing not less than a majority of the Outstanding Balance of the
      Priority Class Notes have declared the Notes to be immediately due and payable
      in the manner provided in Section 5.02. All principal payments on a Class of
      Notes shall be made in accordance with Section [6.02] of the Sale and Servicing
      Agreement. The Trust Administrator shall notify the Person in whose name a
      Note
      is registered at the close of business on the Record Date preceding the Payment
      Date on which the Issuer expects that the final installment of principal of
      and
      interest on such Note will be paid. Such notice shall be mailed or transmitted
      by facsimile no later than [five] Business Days prior to such final Payment
      Date
      and shall specify that such final installment will be payable only upon
      presentation and surrender of such Note and shall specify the place where such
      Note may be presented and surrendered for payment of such installment. Notices
      in connection with redemptions of Notes shall be mailed to Noteholders as
      provided in Section 10.02.

     

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

     

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

     

    (b)  The
      Servicer, on behalf of the Issuer, shall be entitled to obtain a release from
      the lien of this Indenture for any Mortgage Loan and the Mortgaged Property
      at
      any time (i) after a payment by the Seller or the Issuer of the Purchase Price
      of the Mortgage Loan, (ii) after a Qualifying Substitute Mortgage Loan is
      substituted for such Mortgage Loan and payment of the Substitution Amount,
      if
      any, (iii) after liquidation of the Mortgage Loan in accordance with the Sale
      and Servicing Agreement and the deposit of all Liquidation Proceeds and
      Insurance Proceeds in the Collection Account, (iv) upon the termination of
      a
      Mortgage Loan (due to, among other causes, a prepayment in full of the Mortgage
      Loan and sale or other disposition of the related Mortgaged Property), or (v)
      as
      contemplated by Section [9.02] of the Sale and Servicing Agreement.

     

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

     

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

     

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

     

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

     

    (iv)  the
      rights of Note Owners shall be exercised only through the Clearing Agency and
      shall be limited to those established by law and agreements between such Note
      Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant
      to the Note Depository Agreement. Unless and until Definitive Notes are issued
      pursuant to Section 2.12, the Note Registrar shall not register any transfer
      of
      a beneficial interest in a Book-Entry Note; and the initial Clearing Agency
      will
      make book entry transfers among the Clearing Agency Participants and receive
      and
      transmit payments of principal of and interest on the Notes to such Clearing
      Agency 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
      Outstanding Balance of the Notes (or the Priority Class Notes), the Clearing
      Agency shall be deemed to represent such percentage only to the extent that
      it
      has received instructions to such effect from Note Owners and/or Clearing Agency
      Participants owning or representing, respectively, such required percentage
      of
      the beneficial interest in the Notes and has delivered such instructions to
      the
      Indenture Trustee or the Trust Administrator, as the case may be.

     

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

     

    Section
      2.12.   Definitive
      Notes.
      If (i)
      the Clearing Agency is no longer willing or able to properly discharge its
      responsibilities with respect to the Book-Entry Notes and the Depositor is
      unable to locate a qualified successor or (ii) after the occurrence of an Event
      of Default hereunder, Note Owners of the Book-Entry Notes representing
      beneficial interests aggregating not less than [50]% of the Outstanding Balance
      of the Book-Entry Notes advise the Clearing Agency and the Trust Administrator
      in writing that the continuation of a book entry system through the Clearing
      Agency is no longer in the best interests of such Note Owners, then the Trust
      Administrator shall direct the Clearing Agency to notify all Note Owners and
      the
      Note Registrar of the occurrence of any such event and of the availability
      of
      Definitive Notes for their Book-Entry Notes. Upon surrender to the Note
      Registrar of the typewritten Notes representing the Book-Entry Notes by the
      Clearing Agency, accompanied by registration instructions, the Issuer shall
      execute and the Note Registrar shall authenticate the Definitive Notes in
      accordance with the instructions of the Clearing Agency. None of the Issuer,
      the
      Note Registrar, Trust Administrator or the Indenture Trustee shall be liable
      for
      any delay in delivery of such instructions and may conclusively rely on, and
      shall be protected in relying on, such instructions. Upon the issuance of
      Definitive Notes, the Indenture Trustee and the Trust Administrator shall
      recognize the Holders of the Definitive Notes as Noteholders.

     

    Section
      2.13.   Tax
      Treatment.
      The
      Issuer has entered into this Indenture, and the Notes will be issued, with
      the
      intention that, for federal, state and local income, single business and
      franchise tax purposes, the Notes (other than the Retained Notes) will qualify
      as indebtedness of the Issuer secured by the Collateral. The Issuer, by entering
      into this Indenture, and each Noteholder, by its acceptance of a Note (and
      each
      Note 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 Issuer.

     

    ARTICLE
      THREE

     

    COVENANTS

     

    Section
      3.01.   Payment
      of Principal and Interest.
      The
      Issuer will duly and punctually pay (or will cause to be duly and punctually
      paid) the principal of and interest on the Notes in accordance with the terms
      of
      the Notes and this Indenture. Amounts properly withheld under the Code by any
      Person from a payment to any Noteholder of interest and/or principal shall
      be
      considered as having been paid by the Issuer to such Noteholder for all purposes
      of this Indenture.

     

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

     

    Section
      3.02.   Maintenance
      of Office or Agency.
      The
      Note Registrar on behalf of the Issuer will maintain an office or agency where
      Notes may be surrendered for registration of transfer or exchange, and where
      notices and demands to or upon the Issuer in respect of the Notes and this
      Indenture may be served.

     

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

     

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

     

    The
      Trust
      Administrator is hereby appointed the initial Paying Agent. Any successor Paying
      Agent shall be appointed by Issuer Order with written notice thereof to the
      Indenture Trustee and the Trust Administrator. Any Paying Agent appointed by
      the
      Issuer shall be a Person that would be eligible to be Trust Administrator
      hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying
      Agent (other than the Trust Administrator) which is not, at the time of such
      appointment, a Depository Institution.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Issuer may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, by Issuer Order direct
      any
      Paying Agent to pay to the Trust Administrator all sums held in trust by such
      Paying Agent, such sums to be held by the Trust Administrator upon the same
      trusts as those upon which the sums were held by such Paying Agent; and upon
      such payment by any Paying Agent to the Trust Administrator, 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
      Trust
      Administrator or any Paying Agent in trust for the payment of any amount due
      with respect to any Note and remaining unclaimed for two years after such amount
      has become due and payable shall be discharged from such trust and be paid
      to
      the Issuer on Issuer Request; and the Holder of such Note shall thereafter,
      as
      an unsecured general creditor, look only to the Issuer for payment thereof
      (but
      only to the extent of the amounts so paid to the Issuer), and all liability
      of
      the Trust Administrator or such Paying Agent with respect to such trust money
      shall thereupon cease; provided,
      however,
      that the
      Trust Administrator or such Paying Agent, before being required to make any
      such
      repayment, shall at the expense and direction of the Issuer cause to be
      published once, in a newspaper published in the English language, customarily
      published on each Business Day and of general circulation in The City of New
      York (including, but not limited to, The
      Wall Street Journal),
      notice
      that such money remains unclaimed and that, after a date specified therein,
      which shall not be less than [30] days from the date of such publication, any
      unclaimed balance of such money then remaining will be repaid to the Issuer.
      The
      Trust Administrator or Paying Agent shall also adopt and employ, at the expense
      and direction of the Issuer, any other reasonable means of notification of
      such
      repayment (including, but not limited to, mailing notice of such repayment
      to
      Holders whose Notes have been called but have not been surrendered for
      redemption or whose right to or interest in moneys due and payable but not
      claimed is determinable from the records of the Trust Administrator or of any
      Paying Agent, at the last address of record for each such Holder).

     

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

     

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

     

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

     

    Section
      3.05.   Protection
      of Collateral.
      The
      Issuer will from time to time execute, deliver and file all such supplements
      and
      amendments hereto and all such financing statements, continuation statements,
      instruments of further assurance and other instruments, 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)  enforce
      any rights with respect to the Collateral; or

     

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

     

    The
      Issuer hereby designates the Trust Administrator as its agent and attorney
      in
      fact to prepare and file amendments, if a Responsible Officer of the Trust
      Administrator has actual knowledge of a need to amend, and to prepare and file
      continuation statements or other instruments required to be filed pursuant
      to
      this Section 3.05 and hereby authorizes it to file in any filing office such
      amendment to financing statement, or continuation statement required to be
      filed
      pursuant to this Section 3.05.

     

    Section
      3.06.   Opinions
      as to Collateral.
      On the
      Closing Date, the Issuer shall furnish to the Trust Administrator and the
      Indenture Trustee an Opinion of Counsel to the effect that either, in the
      opinion of such counsel, such action has been taken with respect to the
      recording and filing of this Indenture, any indentures supplemental hereto,
      and
      any other requisite documents, and with respect to the execution and filing
      of
      any financing statements and continuation statements, as are necessary to make
      effective the lien and security interest of this Indenture, or stating that,
      in
      the opinion of such counsel, no such action is necessary to make such lien
      and
      security interest effective.

     

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

     

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

     

    (c)  The
      Issuer will punctually perform and observe all of its obligations and agreements
      contained in this Indenture, the Operative Agreements and in the instruments
      and
      agreements included in the Collateral, including but not limited to filing
      or
      causing to be filed all financing statements and continuation statements
      required to be filed by the terms of this Indenture and the Sale and Servicing
      Agreement in accordance with and within the time periods provided for herein
      and
      therein.

     

    (d)  If
      a
      responsible officer of the Owner Trustee shall have written notice or actual
      knowledge of the occurrence of an Event of Default under the Sale and Servicing
      Agreement, the Issuer shall promptly notify the Indenture Trustee and each
      Rating Agency thereof.

     

    (e)  As
      promptly as possible after the giving of notice of termination to the Servicer
      of the Servicer’s rights and powers pursuant to Section [8.01(a)] of the Sale
      and Servicing Agreement, the Indenture Trustee shall proceed in accordance
      with
      Section [8.01] and [8.02] of the Sale and Servicing Agreement

     

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

     

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

     

    (i)  except
      as
      expressly permitted by this Indenture or the Sale and Servicing Agreement,
      sell,
      transfer, exchange or otherwise dispose of any of the properties or assets
      of
      the Issuer, including those included in the Collateral;

     

    (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
      Collateral;

     

    (iii)  (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or otherwise arise upon or burden the Collateral
      or any part thereof or any interest therein or the proceeds thereof (other
      than
      tax liens, mechanics’ liens and other liens that arise by operation of law, in
      each case with respect to any Collateral and arising solely as a result of
      an
      action or omission of a Borrower or as otherwise permitted in the Sale and
      Servicing Agreement) or (C) permit the lien of this Indenture not to constitute
      a valid first priority (other than with respect to any such tax, mechanics’ or
      other lien) or as otherwise permitted in the Sale and Servicing Agreement)
      security interest in the Collateral;

     

    (iv)  dissolve
      or liquidate in whole or in part or merge or consolidate with any other
      Person;

     

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

     

    (vi)  [take
      any
      other action or fail to take any action that would jeopardize the status of
      the
      Holder of the Ownership Certificate as a REIT, Qualified REIT Subsidiary or
      Disregarded Entity under the Code or result in an imposition of tax on the
      Issuer]; or

     

    (vii)  except
      with the prior written consent of the Noteholders, take any action described
      in
      Section 5.06 of the Trust Agreement.

     

    Section
      3.09.   Annual
      Statement as to Compliance.
      The
      Issuer will deliver to the Indenture Trustee, within [120] days after the end
      of
      each fiscal year of the Issuer (commencing with the fiscal year 200_), an
      Officer’s Certificate stating, as to the Authorized Officer signing such
      Officer’s Certificate, that:

     

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

     

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

     

    Section
      3.10.   Treatment
      of Notes as Debt for Tax Purposes.
      The
      Issuer shall, and shall cause the Trust Administrator and the Servicer to,
      treat
      the Notes as indebtedness for all federal, state and local income, single
      business, and franchise tax purposes.

     

    Section
      3.11.   [Reserved]

     

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

     

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

     

    Section
      3.14.   [Reserved].

     

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

     

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

     

    Section
      3.17.   Removal
      of Trust Administrator.
      So long
      as any Notes are Outstanding, the Issuer shall not remove the Trust
      Administrator without cause unless the Issuer has received a letter from each
      Rating Agency to the effect that such removal will not cause the then current
      ratings on the Notes to be qualified, reduced or withdrawn.

     

    Section
      3.18.   Restricted
      Payments.
      The
      Issuer shall not, directly or indirectly, (i) pay any dividend or make any
      payment (by reduction of capital or otherwise), whether in cash, property,
      securities or a combination thereof, to the Owner Trustee or any owner of a
      beneficial interest in the Issuer or otherwise with respect to any ownership
      or
      equity interest or security in or of the Issuer, (ii) redeem, purchase, retire
      or otherwise acquire for value any such ownership or equity interest or security
      or (iii) set aside or otherwise segregate any amounts for any such purpose;
      provided,
      however,
      the
      Issuer may make, or cause to be made, payments and distributions as contemplated
      by, and to the extent funds are available for such purpose under, the Sale
      and
      Servicing Agreement, this Indenture or the Trust Agreement. The Issuer will
      not,
      directly or indirectly, make payments to or from the Collection Account except
      in accordance with this Indenture and the Operative Agreements.

     

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

     

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

     

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

     

    Section
      3.22.   Representations
      and Warranties of the Issuer.
      (a)
      With
      respect to the Mortgage Notes, the Issuer represents and warrants
      that:

     

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

     

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

     

    (iii)  The
      Issuer owns and has good title to the Mortgage Notes free and clear of any
      lien,
      claim or encumbrance of any Person;

     

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

     

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

     

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

     

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

     

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

     

    (b)  The
      representations and warranties set forth in this Section 3.22 shall survive
      the
      Closing Date and shall not be waived.

     

    ARTICLE
      FOUR

     

    SATISFACTION
      AND DISCHARGE

     

    Section
      4.01.   Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect with respect to the Notes, except
      as to (i) rights of registration of transfer and exchange, (ii) substitution
      of
      mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
      receive payments of principal thereof and interest thereon, (iv) Sections 3.03,
      3.04, 3.05, 3.08, 3.12 and 3.13, (v) the rights, obligations and immunities
      of
      the Indenture Trustee hereunder (including the rights of the Indenture Trustee
      under Section 6.07), (vi) the rights, obligations and immunities of the Trust
      Administrator hereunder (including the obligations of the Trust Administrator
      under Section 4.02) and (vii) the rights of Noteholders as beneficiaries hereof
      with respect to the property so deposited with the Trust Administrator payable
      to all or any of them, and the Indenture Trustee, on demand of and at the
      expense of the Issuer, shall execute proper instruments acknowledging
      satisfaction and discharge of this Indenture with respect to the Notes, when
      either (I) the Sale and Servicing Agreement has been terminated pursuant to
      Section [9.01] thereof or (II)

     

    	(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 2.05 and (ii) Notes for whose payment money has theretofore been
      deposited in trust or segregated and held in trust by the Issuer and thereafter
      repaid to the Issuer or discharged from such trust, as provided in Section
      3.03)
      have been delivered to the Trust Administrator for cancellation; or

     

    (2)  all
      Notes
      not theretofore delivered to the Trust Administrator for
      cancellation

     

    a.  have
      become due and payable,

     

    b.  will
      become due and payable at the applicable Maturity Date within one year,
      or

     

    c.  are
      to be
      called for redemption within one year under arrangements satisfactory to the
      Trust Administrator for the giving of notice of redemption by the Trust
      Administrator in the name, and at the expense, of the Issuer,

     

    and
      the
      Issuer, in the case of a., b. or c. above, has irrevocably deposited or caused
      to be irrevocably deposited with the Trust Administrator cash or direct
      obligations of or obligations guaranteed by the United States of America (which
      will mature prior to the date such amounts are payable), in trust for such
      purpose, in an amount sufficient to pay and discharge the entire indebtedness
      on
      such Notes not theretofore delivered to the Trust Administrator or Note
      Registrar for cancellation when due to the Maturity Date or Redemption Date
      (if
      the Notes are called for redemption pursuant to Section 10.01 hereof), as the
      case may be;

     

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

          


     

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

          


     

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

          


     

    Section
      4.02.   Application
      of Trust Money.
      All
      moneys deposited with the Trust Administrator pursuant to Sections 3.03 and
      4.01
      hereof shall be held in trust and applied by it, in accordance with the
      provisions of the Notes and this Indenture, to the payment, either directly
      or
      through any Paying Agent, as the Trust Administrator may determine, to the
      Holders of the particular Notes for the payment or redemption of which such
      moneys have been deposited with the Trust Administrator, of all sums due and
      to
      become due thereon for principal and interest; but such moneys need not be
      segregated from other funds except to the extent required herein or in the
      Sale
      and Servicing Agreement or required by law.

     

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

     

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

     

    ARTICLE
      FIVE

     

    REMEDIES

     

    Section
      5.01.   Events
      of Default.
“Event
      of Default”, wherever used herein, means any one of the following events
      (whatever the reason for such Event of Default and whether it shall be voluntary
      or involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body):

     

    (i)  Default
      for one month or more in the payment of any Current Interest on the Notes when
      the same becomes due and payable under Section [6.02] of the Sale and Servicing
      Agreement;

     

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

     

    (iii)  failure
      to observe or perform any covenant or agreement of the Issuer made in this
      Indenture (other than a covenant or agreement, a default in the observance
      or
      performance of which is elsewhere in this Section specifically dealt with),
      or
      any representation or warranty of the Issuer made in this Indenture or in any
      certificate or other writing delivered pursuant hereto or in connection herewith
      proving to have been incorrect in any material respect as of the time when
      the
      same shall have been made, and such default shall continue or not be cured,
      or
      the circumstance or condition in respect of which such misrepresentation 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 Issuer by the Indenture Trustee or to the Issuer and
      the
      Indenture Trustee by the Holders of at least [25]% of the Outstanding Balance
      of
      the Notes, a written notice specifying such default or incorrect representation
      or warranty and requiring it to be remedied and stating that such notice is
      a
      notice of Default hereunder;

     

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

     

    (v)  [the
      receipt of notice from the Holder of the Ownership Certificate to the Indenture
      Trustee of such Holder’s failure to qualify as a REIT, a Qualified REIT
      Subsidiary or a Disregarded Entity]; or

     

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

     

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

     

    Section
      5.02.   Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default should occur and be continuing, then and in every such case
      the
      Indenture Trustee may, or shall, at the direction of the Holders of Notes
      representing not less than a majority of the Outstanding Balance of the Priority
      Class Notes, declare all the Notes to be immediately due and payable, by a
      notice in writing to the Issuer (and to the Indenture Trustee if given by
      Noteholders), and upon any such declaration the unpaid principal amount of
      such
      Notes, together with accrued and unpaid interest on the Notes through the date
      of acceleration, shall become immediately due and payable.

     

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

     

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

     

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

          


     

    	(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.

     

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

     

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

     

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

     

    (c)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee may, in its
      discretion, or shall, at the direction of the Holders of Priority Class Notes
      representing not less than a majority of the Outstanding Balance thereof, as
      more particularly provided in Section 5.04, proceed to protect and enforce
      its
      rights and the rights of the Noteholders, by such appropriate Proceedings as
      the
      Indenture Trustee shall deem most effective to protect and enforce any such
      rights, whether for the specific enforcement of any covenant or agreement in
      this Indenture or in aid of the exercise of any power granted herein, or to
      enforce any other proper remedy or legal or equitable right vested in the
      Indenture Trustee by this Indenture or by law.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (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
      may, and at the direction of Holders of Priority Class Notes representing a
      majority of the Outstanding Balance thereof shall, do one or more of the
      following (subject to Section 5.05):

     

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

     

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

     

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

     

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

     

    provided,
      however,
      that the
      Indenture Trustee may not sell or otherwise liquidate any Collateral following
      an Event of Default, other than an Event of Default described in Section
      5.01(a)(i) or (ii), unless (A) the Holders of [100]% of the Outstanding Balance
      of the Notes consent thereto or (B) the proceeds of such sale or liquidation
      distributable to the Noteholders are sufficient to discharge in full all amounts
      then due and unpaid upon such Notes for principal and interest or (C) the
      Indenture Trustee determines, based on information provided by the Trust
      Administrator, that the Collateral will not continue to provide sufficient
      funds
      for the payment of principal of and interest on the Notes as they would have
      become due if the Notes had not been declared due and payable, and the Indenture
      Trustee obtains the consent of Holders of [66-2/3]% of the Outstanding Balance
      of the Notes. In determining such sufficiency or insufficiency with respect
      to
      clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely
      upon an opinion of an Independent investment banking or accounting firm of
      national reputation as to the feasibility of such proposed action and as to
      the
      sufficiency of the Collateral for such purpose.

     

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

     

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

     

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

     

    third:
      to the
      Notes, all accrued and unpaid interest thereon and amounts in respect of
      principal according to the priorities set forth in Section [6.02] of the Sale
      and Servicing Agreement; provided,
      however,
      that
      accrued and unpaid interest shall be paid to Noteholders of each Class of Notes
      before any payments in respect of principal; and

     

    fourth:
      to the
      Owner Trustee or its Paying Agent for any amounts to be distributed to the
      Holder of the Ownership Certificate.

     

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

     

    Section
      5.05.   Optional
      Preservation of the Collateral.
      If the
      Notes have been declared to be due and payable under Section 5.02 following
      an
      Event of Default and such declaration and its consequences have not been
      rescinded and annulled, the Indenture Trustee may, but need not, elect to
      maintain possession of the Collateral. It is the desire of the parties hereto
      and the Noteholders that there be at all times sufficient funds for the payment
      of principal of and interest on the Notes, and the Indenture Trustee shall
      take
      such desire into account when determining whether or not to maintain possession
      of the Collateral. In determining whether to maintain possession of the
      Collateral, the Indenture Trustee may, but need not, obtain and rely upon an
      opinion (at the expense of the Issuer) of an Independent investment banking
      or
      accounting firm of national reputation as to the feasibility of such proposed
      action and as to the sufficiency of the Collateral for such
      purpose.

     

    Section
      5.06.   Limitation
      of Suits.
      Other
      than as otherwise expressly provided herein in the case of an Event of Default,
      no Holder of any Note shall have any right to institute any Proceeding, judicial
      or otherwise, with respect to this Indenture, or for the appointment of a
      receiver or trustee, or for any other remedy hereunder, unless:

     

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

     

    (ii)  the
      Holders of not less than [25]% of the Outstanding Balance of the 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 indemnity reasonably
      satisfactory to it against the costs, expenses and liabilities to be incurred
      in
      complying with such request;

     

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

     

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

     

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

     

    In
      the
      event the Indenture Trustee shall receive conflicting or inconsistent requests
      and indemnity from two or more groups of Holders of Notes, each representing
      less than a majority of the Outstanding Balance of the Notes, the Indenture
      Trustee shall take the action requested by the Holders of the largest percentage
      in Outstanding Balance of the Notes, 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 (or, in the case
      of redemption, on or after the Redemption Date) and to institute suit for the
      enforcement of any such payment, and such right shall not be impaired without
      the consent of such Holder.

     

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

     

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

     

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

     

    Section
      5.11.   Control
      by Noteholders.
      Except
      as otherwise provided in Section 5.02, the Holders of a majority of the
      Outstanding Balance of the 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 Collateral shall be by Holders of Notes representing
      not
      less than [100]% of the Outstanding Balance of the Notes;

     

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

     

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

     

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

     

    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
      Outstanding Balance of the Notes may waive, in writing, any past Default or
      Event of Default and its consequences except a Default (a) in payment of
      principal of or interest on any of the Notes or (b) in respect of a covenant
      or
      provision hereof which cannot be modified or amended without the consent of
      the
      Holder of each Note. In the case of any such waiver, the Issuer, the Indenture
      Trustee and the Holders of the Notes shall be restored to their former positions
      and rights hereunder, respectively; but no such waiver shall extend to any
      subsequent or other Default or impair any right consequent thereto.

     

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

     

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

     

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

     

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

     

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

     

    (b)  If
      an
      Event of Default has occurred and is continuing, the Indenture Trustee may,
      and
      at the direction (which direction shall be in writing or by telephone (confirmed
      in writing promptly thereafter)) of the Holders of a majority of the Outstanding
      Balance of the Priority Class Notes shall, exercise all rights, remedies,
      powers, privileges and claims of the Issuer against the Depositor, the Trust
      Administrator or the Servicer under or in connection with the Sale and Servicing
      Agreement, including the right or power to take any action to compel or secure
      performance or observance by the Seller, the Depositor or the Servicer, of
      each
      of their applicable obligations to the Issuer thereunder and to give any
      consent, request, notice, direction, approval, extension or waiver under the
      Sale and Servicing Agreement, and any right of the Issuer to take such action
      shall be suspended.

     

    ARTICLE
      SIX

     

    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 its 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 shall not be liable except for
      the
      performance of such duties and obligations as are specifically set forth in
      this
      Indenture and no implied covenants or obligations shall be read into this
      Indenture against the Indenture Trustee; and

     

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

     

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

     

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

     

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

     

    (iii)  the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with this Indenture or upon a
      direction received by it from the requisite Noteholders pursuant to Article
      Five; and

     

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

     

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

     

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

     

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

     

    (g)  No
      provision of this Indenture shall require the Indenture Trustee to expend,
      advance or risk its own funds or otherwise incur financial liability in the
      performance of any of its duties hereunder or in the exercise of any of its
      rights or powers, if it shall have reasonable grounds to believe that repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it provided,
      however,
      that the
      Indenture Trustee shall not refuse or fail to perform any of its duties
      hereunder solely as a result of nonpayment of its normal fees and
      expenses.

     

    (h)  Every
      provision of this Indenture or any Operative Agreement relating to the conduct
      or affecting the liability of or affording protection to the Indenture Trustee
      shall be subject to the provisions of this Section, Section 6.02 and to the
      provisions of the TIA.

     

    (i)  The
      Indenture Trustee shall execute and deliver the Sale and Servicing Agreement
      and
      perform its duties thereunder.

     

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

     

    (k)  Neither
      the Indenture Trustee nor the Trust Administrator shall have any liability
      or
      responsibility for the acts or omissions of the other Person, it being
      understood that this Indenture shall not be construed to render them agents
      of
      one another.

     

    (l)  In
      order
      to comply with its duties under the USA Patriot Act of 2001, the Indenture
      Trustee shall obtain and verify certain information and documentation from
      the
      other parties to this Indenture including, but not limited to, each such party’s
      name, address, and other identifying information.

     

    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, which shall not be at the expense of
      the
      Indenture Trustee. The Indenture Trustee shall not be liable for any action
      it
      takes or omits to take in good faith in reliance on an Officer’s Certificate or
      Opinion of Counsel. The right of the Indenture Trustee to perform any
      discretionary act enumerated in this Indenture or in any Operative Agreement
      shall not be construed as a duty and the Indenture Trustee shall not be
      answerable for other than its negligence or willful misconduct in the
      performance of such act.

     

    (c)  The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys or
      a
      custodian or nominee.

     

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

     

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

     

    (f)  The
      permissive rights of the Indenture Trustee enumerated herein shall not be
      construed as duties.

     

    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 Issuer or its Affiliates
      with the same rights it would have if it were not Indenture Trustee. Any Paying
      Agent, Note Registrar, co registrar or co paying agent may do the same with
      like
      rights. However, the Indenture Trustee must comply with Section
      6.11.

     

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

     

    Section
      6.05.   Notice
      of Defaults.
      If a
      Default occurs and is continuing and if a Responsible Officer of the Indenture
      Trustee has actual knowledge thereof, the Indenture Trustee shall give prompt
      written notice thereof to each Noteholder.

     

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

     

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

     

    The
      Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to
      this Section shall survive the resignation or removal of the Indenture Trustee
      and the termination of discharge of this Indenture. When the Indenture Trustee
      or any co-trustee incurs expenses after the occurrence of a Default specified
      in
      Section 5.01(iv) or (vi) with respect to the Issuer, the expenses are intended
      to constitute expenses of administration under Title 11 of the United States
      Code or any other applicable federal or state bankruptcy, insolvency or similar
      law.

     

    Section
      6.08.   Replacement
      of Indenture Trustee.
      No
      resignation or removal of the Indenture Trustee and no appointment of a
      successor Indenture Trustee shall become effective until the acceptance of
      appointment by the successor Indenture Trustee pursuant to this Section. The
      Indenture Trustee may resign at any time by giving [30] days’ written notice
      thereof to the Depositor, the Issuer, each Noteholder and each Rating Agency.
      As
      a condition to the effectiveness of any such resignation, at least 15 calendar
      days prior to the effective date of such resignation, the Indenture Trustee
      shall provide (x) written notice to the Depositor of any successor pursuant
      to
      this Section and (y) in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably requested by the
      Depositor in order to comply with its reporting obligation under Item 6.02
      of
      Form 8-K with respect to the resignation of the Indenture Trustee. The Issuer
      shall remove the Indenture Trustee if:

     

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

     

    (ii)  the
      Indenture Trustee is adjudged 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 fails to fulfill its obligations under this Section 6.08
      with
      respect to notice to the Depositor or Article [XI] of the Sale and Servicing
      Agreement, and such failure continues for the lesser of 10 calendar days or
      such
      period in which the applicable Exchange Act Report can be filed timely (without
      taking into account any extensions), the Depositor may terminate the Indenture
      Trustee. If the Indenture Trustee resigns or is removed or if a vacancy exists
      in the office of the Indenture Trustee for any reason (the Indenture Trustee
      in
      such event being referred to herein as the retiring Indenture Trustee), the
      Issuer shall promptly appoint a successor Indenture Trustee that satisfies
      the
      eligibility requirements of Section 6.11 and shall provide written notice to
      the
      Depositor of any successor pursuant to this Section.

     

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

     

    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee and to the Issuer and shall
      provide to the Depositor, in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably requested by the
      Depositor in order to comply with its reporting obligation under Item 6.02
      of
      Form 8-K with respect to the resignation of the Indenture Trustee. 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 after the retiring Indenture
      Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or
      the
      Holders of a majority in Outstanding Balance of the Notes may petition any
      court
      of competent jurisdiction for the appointment of a successor Indenture
      Trustee.

     

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

     

    Section
      6.09.   Successor
      Indenture Trustee or Trust Administrator by Merger.
      (a)
      If the
      Indenture Trustee or Trust Administrator consolidates with, merges or converts
      into, or transfers all or substantially all its corporate trust business or
      assets to, another corporation or banking association, as applicable, the
      resulting, surviving or transferee corporation without any further act shall
      be
      the successor Indenture Trustee or successor Trust Administrator, as the case
      may be; provided, that such corporation or banking association shall be
      otherwise qualified and eligible hereunder and under any other Operative
      Document. The Indenture Trustee shall provide each Rating Agency prior written
      notice of any such transaction.
      As a
      condition to the effectiveness of any merger or consolidation, at least 15
      calendar days prior to the effective date of any merger or consolidation of
      the
      Indenture Trustee, the Indenture Trustee shall provide (x) written notice to
      the
      Depositor and the Servicer of any successor pursuant to this Section and (y)
      in
      writing and in form and substance reasonably satisfactory to the Depositor,
      all
      information reasonably requested by the Depositor in order to comply with its
      reporting obligation under Item 6.02 of Form 8-K with respect to a successor
      Indenture Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      SEVEN

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01.   Note
      Registrar To Furnish to the Indenture Trustee the Names and Addresses of
      Noteholders.
      The
      Note Registrar will furnish or cause to be furnished to the Indenture Trustee
      at
      such times as the Indenture Trustee may request in writing, within [30] days
      after receipt by the Note Registrar of any such request, a list in such form
      as
      the Indenture Trustee may reasonably require, of the names and addresses of
      the
      Holders of Notes as of a date not more than [10] days prior to the time such
      list is furnished.

     

    Section
      7.02.   Preservation
      of Information; Communications to Noteholders.
      (a)
      The
      Trust Administrator 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 Trust Administrator as provided in Section
      7.01 and the names and addresses of Holders of Notes received by the Trust
      Administrator in its capacity as Note Registrar. The Trust Administrator may
      destroy any list furnished to it as provided in such Section 7.01 upon receipt
      of a new list so furnished. If three or more Noteholders, or one or more Holders
      of a Class of Notes evidencing not less than [25]% of the Outstanding Balance
      thereof (hereinafter referred to as “Applicants”), apply in writing to the Trust
      Administrator or the Indenture Trustee, and such application states that the
      Applicants desire to communicate with other holders with respect to their rights
      under this Indenture or under the Notes, then the Trust Administrator shall,
      within [five] Business Days after the receipt of such application, afford such
      Applicants access, during normal business hours, to the current list of Holders.
      Every Holder, by receiving and holding a Note, agrees with the Issuer, the
      Indenture Trustee and the Trust Administrator that neither the Issuer, the
      Indenture Trustee nor the Trust Administrator shall be held accountable by
      reason of the disclosure of any such information as to the names and addresses
      of the Holders under this Indenture, regardless of the source from which such
      information was derived.

     

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

     

    (c)  The
      Issuer, the Indenture Trustee and the Trust Administrator shall have the
      protection of TIA Section 312(c).

     

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

     

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

     

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

     

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

     

    Section
      7.04.   Reports
      by Indenture Trustee.
      If
      required by TIA Section 313(a), within [60] days after each March 1, beginning
      with March 1, 200_, the Indenture Trustee shall mail to each Noteholder as
      required by TIA Section 313(c) a brief report dated as of such date that
      complies with TIA Section 313(a). The Indenture Trustee also shall comply with
      TIA Section 313(b).

     

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

     

    ARTICLE
      EIGHT

     

    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 (or direct such funds to the
      Trust
      Administrator), 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 Trust
      Administrator shall apply all such money received by it as provided in this
      Indenture. Except as otherwise expressly provided in this Indenture, if any
      default occurs in the making of any payment or performance under any agreement
      or instrument that is part of the Collateral, the 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 Five.

     

    Section
      8.02.   Collection
      Account.
      On each
      Payment Date and Redemption Date, the Paying Agent (or, if the Trust
      Administrator acts as Paying Agent, the Trust Administrator) shall distribute
      all amounts on deposit in the Collection Account as provided in Sections [5.08]
      and [6.02] of the Sale and Servicing Agreement. On the Closing Date and on
      each
      anniversary of the Closing Date, the Trust Administrator shall pay from its
      own
      funds the Owner Trustee’s annual fee.

     

    Section
      8.03.   Release
      of Collateral.
      (a)
      Subject
      to the payment of its fees and expenses pursuant to Section 6.07, the Indenture
      Trustee may, and when required by the provisions of this Indenture and the
      Sale
      and Servicing Agreement shall, execute instruments to release property from
      the
      lien of this Indenture, or convey the Indenture Trustee’s interest in the same,
      in a manner and under circumstances that are not inconsistent with the
      provisions of this Indenture. No party relying upon an instrument executed
      by
      the Indenture Trustee as provided in this Article Eight 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 the Trust Administrator notifies the
      Indenture Trustee in writing that there are no Notes outstanding and all sums
      due to the Noteholders pursuant to the Sale and Servicing Agreement and all
      fees
      and expenses of the Indenture Trustee, the Servicer and the Trust Administrator
      pursuant to this Indenture or any other Operative Agreement have been paid,
      release any remaining portion of the Collateral that secured the Notes from
      the
      lien of this Indenture and the Trust Administrator shall release to the Issuer
      or any other Person entitled thereto any funds then on deposit in the Trust
      Account and assign or transfer any outstanding Interest Rate Cap Agreements.
      The
      Indenture Trustee shall release property from the lien of this Indenture
      pursuant to this subsection (b) only upon receipt of an Issuer Request
      accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required
      by the TIA) Independent Certificates in accordance with TIA Sections 314(c)
      and
      314(d)(1) meeting the applicable requirements of Section 11.01
      hereof.

     

    ARTICLE
      NINE

     

    SUPPLEMENTAL
      INDENTURES

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    [provided,
      however,
      that no
      such supplemental indenture shall be entered into unless the Indenture Trustee
      shall have received an Opinion of Counsel stating that as a result of such
      supplemental indenture, the Trust will not be subject to federal income tax
      as
      long as an entity that qualifies as a REIT under the Code holds directly, or
      indirectly through one or more Qualified REIT Subsidiaries or a Disregarded
      Entity, a 100% ownership interest in the Ownership Certificate, and the
      Indenture Trustee receives an Officer’s Certificate from the Holder of the
      Ownership Certificate that the Holder of the Ownership Certificate either
      qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under
      the Code and the Holder of the Ownership Certificate holds a 100% ownership
      Interest in the Ownership Certificate.]

     

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

     

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

     

    Section
      9.02.   Supplemental
      Indentures with Consent of Noteholders.
      The
      Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
      may,
      with prior notice to each Rating Agency and with the consent of the Holders
      of
      not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of
      such
      Holders delivered to the Issuer and the 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, adversely affect the interests of the
      Noteholders without the consent of the Holder of each Outstanding Note affected
      thereby (i) reduce in any manner the amount of, or delay the timing of, payments
      in respect of any Note, (ii) alter the obligations of the Servicer to make
      an
      Advance or alter the servicing standards set forth in the Sale and Servicing
      Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages
      of
      Notes the Holders of which are required to consent to any such supplemental
      indenture, without the consent of the Holders of all Notes affected thereby,
      or
      (iv) permit the creation of any lien ranking prior to or on a parity with the
      lien of this Indenture with respect to any part of the Collateral or, except
      as
      otherwise permitted or contemplated herein, terminate the lien of this Indenture
      on any property at any time subject hereto or deprive the Holder of any Note
      of
      the security provided by the lien of this Indenture [and provided,
      further,
      that
      such action shall not, as evidenced by an Opinion of Counsel, subject the Trust
      to federal income tax as long as an entity that qualifies as a REIT under the
      Code holds directly, or indirectly through one or more Qualified REIT
      Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership
      Certificate, and provided
      further,
      that the
      Indenture Trustee receives an Officer’s Certificate from the Holder of the
      Ownership Certificate that the Holder of the Ownership Certificate either
      qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under
      the Code and the Holder of the Ownership Certificate holds a 100% ownership
      Interest in the Ownership Certificate.]

     

    The
      Indenture Trustee shall be entitled to conclusively rely on an Opinion of
      Counsel as to 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.

     

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

     

    Promptly
      after the execution by the Issuer and the Indenture Trustee of any supplemental
      indenture pursuant to this Section, the Issuer shall mail to the Holders of
      the
      Notes to which such amendment or supplemental indenture relates and each Rating
      Agency a notice setting forth in general terms the substance of such
      supplemental indenture. Any failure of the 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 Nine or the modification thereby of the
      trusts created by this Indenture, the Indenture Trustee shall be entitled to
      receive, and subject to Section 6.02, shall be fully protected in relying upon,
      in addition to the documents required under Section 11.01, an Opinion of Counsel
      to the effect provided in Section 9.07. The Indenture Trustee may, but shall
      not
      be obligated to, enter into any such supplemental indenture that affects the
      Indenture Trustee’s own rights, duties, liabilities or immunities under this
      Indenture or otherwise.

     

    Section
      9.04.   Effect
      of Supplemental Indenture.
      Upon
      the execution of any supplemental indenture pursuant to the provisions hereof,
      this Indenture shall be and shall be deemed to be modified and amended in
      accordance therewith with respect to the Notes affected thereby, and the
      respective rights, limitations of rights, obligations, duties, liabilities
      and
      immunities under this Indenture of the Indenture Trustee, the Issuer and the
      Holders of the Notes shall thereafter be determined, exercised and enforced
      hereunder subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of any such supplemental indenture shall be and be
      deemed to be part of the terms and conditions of this Indenture 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 Nine 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 Nine may, and if required by the Trust Administrator
      shall, bear a notation in a form approved by the Trust Administrator as to
      any
      matter provided for in such supplemental indenture. If the Issuer or the Trust
      Administrator shall so determine, new Notes so modified as to conform, in the
      opinion of the Trust Administrator and the Issuer, to any such supplemental
      indenture may be prepared and executed by the Issuer and authenticated and
      delivered by the Trust Administrator in exchange for Outstanding
      Notes.

     

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

     

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

     

    ARTICLE
      TEN

     

    REDEMPTION
      OF NOTES

     

    Section
      10.01.   Redemption.
      The
      Notes are subject to redemption pursuant to Section [9.02] of the Sale and
      Servicing Agreement. The Issuer shall furnish each Rating Agency, the Trust
      Administrator and the Indenture Trustee notice of such redemption at least
      [15]
      days prior to such redemption. If the Notes are to be redeemed pursuant to
      Section [9.02] of the Sale and Servicing Agreement,
      _________________________________ or the Servicer, as applicable, shall furnish
      notice of its exercise of its option to redeem the Notes to the Indenture
      Trustee and the Trust Administrator not later than [15] days prior to the
      applicable Redemption Date and _________________________________ or the
      Servicer, as applicable, shall deposit by 10:00 A.M. New York City time on
      the
      applicable Redemption Date with the Trust Administrator in the Collection
      Account the Termination Price of the Notes to be redeemed, whereupon all such
      Notes shall be due and payable on the applicable Redemption Date upon the
      furnishing of a notice complying with Section 10.02 hereof to each Holder of
      the
      Notes.

     

    Section
      10.02.   Form
      of Redemption Notice.
      Notice
      of redemption under Section 10.01 shall be given by the Trust Administrator
      by
      first class mail, postage prepaid, or by facsimile mailed or transmitted not
      later than [10] days prior to the applicable Redemption Date to each Holder
      of
      Notes, as of the close of business on the Record Date preceding the applicable
      Redemption Date, at such Holder’s address or facsimile number appearing in the
      Note Register.

     

    All
      notices of redemption shall state:

     

    (i)  the
      Redemption Date;

     

    (ii)  the
      Termination Price; and

     

    (iii)  the
      place
      where such Notes are to be surrendered for payment of the Termination Price
      (which shall be the office or agency of the Issuer to be maintained as provided
      in Section 3.02).

     

    Notice
      of
      redemption of the Notes shall be given by the Trust Administrator in the name
      and at the expense of the Issuer. Failure to give notice of redemption, or
      any
      defect therein, to any Holder of any Note shall not impair or affect the
      validity of the redemption of any other Note.

     

    Section
      10.03.   Notes
      Payable on Applicable Redemption Date.
      The
      Notes or portions thereof to be redeemed shall, following notice of redemption
      as required under Section 10.02 (in the case of redemption pursuant to Section
      10.01) and remittance to the Trust Administrator of the Termination Price as
      required under Section 10.01, on the applicable Redemption Date become due
      and
      payable at the Termination Price and (unless the Issuer shall default in the
      payment of the Termination Price) no interest shall accrue on the Termination
      Price for any period after the date to which accrued interest is calculated
      for
      purposes of calculating the Termination Price.

     

    ARTICLE
      ELEVEN

     

    MISCELLANEOUS

     

    Section
      11.01.   Compliance
      Certificates and Opinions, etc.
      Upon
      any application or request by the Issuer to the Indenture Trustee to take any
      action under any provision of this Indenture, the Issuer shall furnish to the
      Indenture Trustee: (i) an Officer’s Certificate stating that all conditions
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with, (ii) an Opinion of Counsel stating that in
      the
      opinion of such counsel all such conditions precedent, if any, have been
      complied with, and (iii) (if required by the TIA) an Independent Certificate
      from a firm of certified public accountants meeting the applicable requirements
      of this Section, except that, in the case of any such application or request
      as
      to which the furnishing of such documents is specifically required by any
      provision of this Indenture, no additional certificate or opinion need be
      furnished.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Any
      certificate or opinion of an Authorized Officer of the Issuer may be based,
      insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which such officer’s certificate or opinion is
      based are erroneous. Any such certificate of an Authorized Officer or Opinion
      of
      Counsel may be based, insofar as it relates to factual matters, upon a
      certificate or opinion of, or representations by, an officer or officers of
      the
      Servicer, Sub-Servicer, the Depositor, the Issuer or the Trust Administrator,
      stating that the information with respect to such factual matters is in the
      possession of the Servicer, the Sub-Servicer, the Depositor, the Issuer or
      the
      Trust 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 Issuer shall deliver any
      document as a condition of the granting of such application, or as evidence
      of
      the Issuer’s compliance with any term hereof, it is intended that the truth and
      accuracy, at the time of the granting of such application or at the effective
      date of such certificate or report (as the case may be), of the facts and
      opinions stated in such document shall in such case be conditions precedent
      to
      the right of the Issuer to have such application granted or to the sufficiency
      of such certificate or report. The foregoing shall not, however, be construed
      to
      affect the Indenture Trustee’s right to rely upon the truth and accuracy of any
      statement or opinion contained in any such document as provided in Article
      Six.

     

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

     

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

     

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

     

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

     

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

     

    (i)  the
      Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for
      every purpose hereunder if in writing and mailed by certified mail, return
      receipt requested, to the Indenture Trustee at its Corporate Trust Office,
      or

     

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

     

    (iii)  the
      Issuer by the Indenture Trustee, the Trust Administrator or any Noteholder
      shall
      be sufficient for every purpose hereunder if in writing and mailed first class,
      postage prepaid to the Issuer addressed to the address provided in the Sale
      and
      Servicing Agreement, or at any other address previously furnished in writing
      to
      the Indenture Trustee by the Issuer. The Issuer shall promptly transmit any
      notice received by it from the Noteholders to the Indenture
      Trustee.

     

    Notices
      required to be given to the Rating Agencies by the Issuer, the Indenture
      Trustee, the Trust Administrator or the Owner Trustee shall be in writing,
      personally delivered or mailed by certified mail, return receipt requested,
      to
      the address provided in the Sale and Servicing Agreement or such other address
      as shall be designated by written notice to the other parties.

     

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

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Noteholders shall be filed with the 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 a Default or Event of
      Default.

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.10.   Benefits
      of Indenture and Consents of Noteholders.
      Nothing
      in this Indenture or in the Notes, express or implied, shall give to any Person,
      other than the parties hereto and their successors hereunder, the Owner Trustee
      and the Noteholders, any benefit or any legal or equitable right, remedy or
      claim under this Indenture. Each Noteholder and Note Owner, by acceptance of
      a
      Note or, in the case of a Note Owner, a beneficial interest in a Note, consents
      to and agrees to be bound by the terms and conditions of this
      Indenture.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.17.   Inspection.
      The
      Issuer agrees that, on reasonable prior notice, it will permit any
      representative of the Indenture Trustee, during the Issuer’s normal business
      hours, to examine all the books of account, records, reports and other papers
      of
      the Issuer, to make copies and extracts therefrom, to cause such books to be
      audited by Independent Public Accountants, and to discuss the Issuer’s affairs,
      finances and accounts with the Issuer’s officers, employees and Independent
      certified public accountants, all at such reasonable times and as often as
      may
      be reasonably requested. The Indenture Trustee shall, and shall cause its
      representatives to, hold in confidence all such information except to the extent
      disclosure may be required by law (and all reasonable applications for
      confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee may reasonably determine that such disclosure is consistent
      with its obligations hereunder; provided,
      further,
      that the
      Indenture Trustee may disclose on a confidential basis any such information
      to
      its agents, attorneys and auditors in connection with the performance of its
      responsibilities hereunder.

     

    



    
      
         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    


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

     

    
      	
              [                                ]
                200__-[   ], as Issuer

               

            
	
              By:

            	
              not
                in its individual capacity but solely as Owner Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              as
                Trust Administrator

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              ________________________,
                not in its individual capacity but solely as Indenture
                Trustee

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A

     

    FORMS
      OF
      NOTES

     

    


    [See
      notes delivered at closing.]


    
      
         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    


     

    EXHIBIT
      B

     

    FORM
      OF
      ERISA TRANSFER AFFIDAVIT

     

    _______________________

                                                                                                    date
 

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    Re:
       [                                ]
      200__-[   ]  

     

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

     

    2. Either
      (i) the Investor is not, and on ___________ [date of transfer] will not be,
      acquiring the Notes for, or with the assets of, an employee benefit plan or
      other retirement arrangement that is subject to Section 406 of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975
      of the Internal Revenue Code of 1986, as amended (or to any substantially
      similar law (“Similar Law”)) or any entity deemed to hold the plan assets of the
      foregoing (a “Benefit Plan”) or (ii) the Investor’s acquisition and holding of
      the Notes for, or on behalf of, a Benefit Plan will not result in a non-exempt
      prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
      which is not covered under Prohibited Transaction Class Exemption (“PTCE”)
      84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable
      exemption, and will not result in a non-exempt violation of any Similar
      Law.

     

    3. The
      Investor hereby acknowledges that under the terms of the Indenture among
      [                                ]
      200__-[   ], as Issuer, ______________________, as Trust
      Administrator, and ____________________________________, as Indenture Trustee,
      dated as of ________, 200_, no transfer of any Note shall be permitted to be
      made to any person unless the Trust Administrator has received a certificate
      from such transferee in the form hereof.

     


    
      
         

         

         

      

      
         

        
          

        

      

      
         

      

    


    


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

     

    
      	
              [Investor]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    ATTEST:

     

    ___________________________

     

     

    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

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

     

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

     

    
      	 	 
	 	
              NOTARY
                PUBLIC

               

               

              My
                commission expires the

              ____
                day of __________, 20__.