Unassociated Document


    EXHIBIT
      4.2

    
 

     

     

    AMENDED
      AND RESTATED TRUST AGREEMENT

     

     

    among

     

     

    INDYMAC
      ABS, INC.,

    as
      Depositor,

     

     

     

    ________________________________________,

    as
      Owner
      Trustee

     

    


     

    and

     

     

     

    
      ________________________________________,

    

    as
      Trust
      Administrator

     

    


     

    Dated
      _________ , 200_

     

    
 

     

    [                                ]
      200__-[   ]

     

    Mortgage
      Backed Notes

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              TABLE
                OF CONTENTS

               

            
	
              ARTICLE
                I

              DEFINITIONS

               

            
	
              Section
                1.01.

            	
              Definitions..

            
	
              Section
                1.02.

            	
              Other
                Definitional Provisions

               

            
	
              ARTICLE
                II

              ORGANIZATION

               

            
	
              Section
                2.01.

            	
              Name

            
	
              Section
                2.02.

            	
              Office

            
	
              Section
                2.03.

            	
              Purpose
                and Powers

            
	
              Section
                2.04.

            	
              Appointment
                of the Owner Trustee

            
	
              Section
                2.05.

            	
              Initial
                Capital Contribution; Declaration of Trust.

            
	
              Section
                2.06.

            	
              Issuance
                of Initial Certificates..

            
	
              Section
                2.07.

            	
              [Reserved]

            
	
              Section
                2.08.

            	
              Situs
                of Trust.

            
	
              Section
                2.09.

            	
              Title
                to Trust Property.

            
	
              Section
                2.10.

            	
              Representations
                and Warranties of the Depositor.

            
	
              Section
                2.11.

            	
              Tax
                Treatment

            
	
              Section
                2.12.

            	
              Investment
                Company

               

            
	
              ARTICLE
                III

              THE
                CERTIFICATES AND TRANSFERS OF INTERESTS

               

            
	
              Section
                3.01.

            	
              The
                Certificates

            
	
              Section
                3.02.

            	
              Execution,
                Authentication and Delivery of the Certificates.

            
	
              Section
                3.03.

            	
              Registration
                of and Limitations on Transfers and Exchanges of the
                Certificates

            
	
              Section
                3.04.

            	
              Lost,
                Stolen, Mutilated or Destroyed Certificate

            
	
              Section
                3.05.

            	
              Persons
                Deemed Certificateholders

            
	
              Section
                3.06.

            	
              Access
                to List of Certificateholders’ Names and Addresses

            
	
              Section
                3.07.

            	
              [Reserved]

            
	
              Section
                3.08.

            	
              Maintenance
                of Office or Agency..

            
	
              Section
                3.09.

            	
              Certificate
                Paying Agent.

            
	
              Section
                3.10.

            	
              Initial
                Beneficiary

               

            
	
              ARTICLE
                IV

              APPLICATION
                OF TRUST FUNDS; CERTAIN DUTIES

               

            
	
              Section
                4.01.

            	
              Collection
                Account

            
	
              Section
                4.02.

            	
              Application
                of Trust Funds.

            
	
              Section
                4.03.

            	
              Method
                of Payment.

            
	
              Section
                4.04.

            	
              [Reserved]

            
	
              Section
                4.05.

            	
              Segregation
                of Moneys; No Interest

               

            
	
              ARTICLE
                V

              AUTHORITY
                AND DUTIES OF THE OWNER TRUSTEE; ACTION BY CERTIFICATEHOLDERS

               

            
	
              Section
                5.01.

            	
              General
                Authority

            
	
              Section
                5.02.

            	
              General
                Duties.

            
	
              Section
                5.03.

            	
              Action
                Upon Instruction.

            
	
              Section
                5.04.

            	
              No
                Duties Except as Specified under Specified Documents or in
                Instructions.

            
	
              Section
                5.05.

            	
              Restrictions.

            
	
              Section
                5.06.

            	
              Prior
                Notice to the Certificateholders with Respect to Certain
                Matters

            
	
              Section
                5.07.

            	
              Action
                by the Holder with Respect to Bankruptcy

            
	
              Section
                5.08.

            	
              Restrictions
                on the Ownership Certificate Holder’s Power

               

            
	
              ARTICLE
                VI

              CONCERNING
                THE OWNER TRUSTEE

               

            
	
              Section
                6.01.

            	
              Acceptance
                of Trusts and Duties

            
	
              Section
                6.02.

            	
              Furnishing
                of Documents

            
	
              Section
                6.03.

            	
              Books
                and Records

            
	
              Section
                6.04.

            	
              Representations
                and Warranties.

            
	
              Section
                6.05.

            	
              Reliance;
                Advice of Counsel.

            
	
              Section
                6.06.

            	
              Not
                Acting in Individual Capacity.

            
	
              Section
                6.07.

            	
              Owner
                Trustee Not Liable for Certificates or Collateral

            
	
              Section
                6.08.

            	
              Owner
                Trustee May Own Notes

            
	
              Section
                6.09.

            	
              Licenses.

            
	
              Section
                6.10.

            	
              Doing
                Business in Other Jurisdictions

            
	
              Section
                6.11.

            	
              Sarbanes-Oxley
                Act Certification.

               

            
	
              ARTICLE
                VII

              INDEMNIFICATION
                AND COMPENSATION

               

            
	
              Section
                7.01.

            	
              Trust
                Expenses

            
	
              Section
                7.02.

            	
              Indemnification

            
	
              Section
                7.03.

            	
              Compensation.

            
	
              Section
                7.04.

            	
              Lien
                on Trust Estate

               

            
	
              ARTICLE
                VIII

              TERMINATION
                OF AGREEMENT

               

            
	
              Section
                8.01.

            	
              Termination
                of Agreement.

               

            
	
              ARTICLE
                IX

              SUCCESSOR
                OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

               

            
	
              Section
                9.01.

            	
              Eligibility
                Requirements for Owner Trustee

            
	
              Section
                9.02.

            	
              Resignation
                or Removal of Owner Trustee

            
	
              Section
                9.03.

            	
              Successor
                Owner Trustee

            
	
              Section
                9.04.

            	
              Merger
                or Consolidation of Owner Trustee.

            
	
              Section
                9.05.

            	
              Appointment
                of Co-Trustee or Separate Trustee

               

            
	
              ARTICLE
                X

              MISCELLANEOUS

               

            
	
              Section
                10.01.

            	
              Supplements
                and Amendments

            
	
              Section
                10.02.

            	
              No
                Legal Title to Trust Estate in Certificateholders

            
	
              Section
                10.03.

            	
              Pledge
                of Collateral by Owner Trustee is Binding

            
	
              Section
                10.04.

            	
              Limitations
                on Rights of Others.

            
	
              Section
                10.05.

            	
              Notices

            
	
              Section
                10.06.

            	
              Severability

            
	
              Section
                10.07.

            	
              Separate
                Counterparts

            
	
              Section
                10.08.

            	
              Successors
                and Assigns

            
	
              Section
                10.09.

            	
              Headings

            
	
              Section
                10.10.

            	
              Governing
                Law

            
	
              Section
                10.11.

            	
              No
                Petition.

            
	
              Section
                10.12.

            	
              No
                Recourse

            
	
              Section
                10.13.

            	
              Customer
                Identification.

               

            
	
              ARTICLE
                XI

              OFFICERS

               

            
	
              Section
                11.01.

            	
              Appointment
                of Officers

            
	
              Section
                11.02.

            	
              Officers
                to Provide Information to the Owner Trustee

            
	 	 
	
               

               

            	 
	
              Exhibit
                A

            	
              Forms
                of Certificates

            
	
              Exhibit
                B

            	
              [Reserved]

            
	
              Exhibit
                C

            	
              Form
                of Certificate of Trust

            
	
              Exhibit
                D-1

            	
              Form
                of Rule 144A Investment Letter

            
	
              Exhibit
                D-2

            	
              Form
                of Non-Rule 144A Investment Letter

            
	
              Exhibit
                E

            	
              Form
                of Certificate of Beneficial Owner

            
	
              Exhibit
                F

            	
              [Form
                of Representation and Warranty Regarding Transferee’s Status as a REIT,
                Qualified REIT Subsidiary or Disregarded
                Entity]

            


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    This
      TRUST AGREEMENT, dated _________ , 200_, is by and among INDYMAC ABS, INC.,
      a
      Delaware corporation (the “Depositor”), _________________________, a
      _______________________, as Owner Trustee (the “Owner Trustee”), and
      _____________________, a _______________________, as Trust Administrator (the
      “Trust Administrator”).

     

    WHEREAS,
      pursuant to the Sale and Servicing Agreement, Depositor intends to sell,
      transfer and assign to a Delaware statutory trust created hereunder certain
      Mortgage Loans and related assets (collectively, the “Collateral”), which
      statutory trust would then pledge such Collateral under an indenture in order
      to
      secure the issuance of its Mortgage Backed Notes, Series 200_-__, the net
      proceeds of which would be applied toward the purchase of the
      Collateral;

     

    WHEREAS,
      the Depositor and the Owner Trustee entered into a Trust Agreement dated
      __________, 200_ (the “Original Trust Agreement”), and filed with the Secretary
      of State of the State of Delaware a Certificate of Trust on __________, 200_,
      creating _________ Mortgage Investment Trust 200_-__ (the “Trust”);
      and

     

    WHEREAS,
      the Depositor, the Owner Trustee and the Trust Administrator desire to enter
      into this Amended and Restated Agreement in order to amend and restate in its
      entirety the Original Trust Agreement and to provide for the operation of the
      Trust upon the terms and conditions more particularly set forth
      herein.

     

    NOW
      THEREFORE, in consideration of the premises and mutual agreements herein
      contained, the parties hereto hereby agree as follows:

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01.  Definitions.
      For all
      purposes of this Agreement, the following terms shall have the meanings set
      forth below.

     

    Actual
      Knowledge:
      With
      respect to (i) the Owner Trustee, any officer within the Corporate Trust Office
      of the Owner Trustee responsible for administering the Trust hereunder, or
      under
      the Operative Agreements, who has actual knowledge of an action taken or an
      action not taken with regard to the Trust. Actions taken or actions not taken
      of
      which the Owner Trustee should have had knowledge, or has constructive
      knowledge, do not meet the definition of Actual Knowledge hereunder. With
      respect to the Trust Administrator, any Responsible Officer of the Trust
      Administrator who has actual knowledge of an action taken or an action not
      taken
      with regard to the Trust. Actions taken or actions not taken of which the Trust
      Administrator should have had knowledge, or has constructive knowledge, do
      not
      meet the definition of Actual Knowledge hereunder.

     

    Agreement
      or Trust Agreement:
      This
      Amended and Restated Trust Agreement and any amendments or modifications
      hereof.

     

    Authorized
      Officer:
      With
      respect to the Trust, any officer of the Owner Trustee who is authorized to
      act
      for the Owner Trustee in matters relating to the Trust 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 Trust 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).

     

    Bank:
      _________________________ in its individual capacity and not as Owner Trustee
      under this Agreement.

     

    Certificate:
      Any
      Ownership Certificate issued pursuant to this Agreement.

     

    Certificate
      of Trust:
      The
      Certificate of Trust to be filed by the Owner Trustee for the Trust pursuant
      to
      Section 3810(a) of the Delaware Trust Statute in the form of Exhibit C
      hereto.

     

    Certificate
      Paying Agent:
      Initially, the Trust Administrator, in its capacity as Certificate Paying Agent,
      or any successor to the Trust Administrator in such capacity.

     

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

     

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

     

    Certificateholder
      or Holder:
      The
      Person in whose name a Certificate is registered in the Certificate
      Register.

     

    Code:
      The
      Internal Revenue Code of 1986, as amended.

     

    Collateral:
      As
      defined in the Indenture.

     

    Corporate
      Trust Office:
      With
      respect to (i) the Owner Trustee, the corporate trust administration office
      of
      the Owner Trustee located at _________________________________, or at such
      other
      address as the Owner Trustee may designate by notice to the Trust Administrator,
      or the principal office of any successor Owner Trustee (the address (which
      shall
      be in the State of Delaware) of which the successor owner trustee will notify
      the Certificateholders); (ii) the Trust Administrator, the principal corporate
      trust office of the Trust Administrator at which, at any particular time, its
      corporate trust business shall be administered, which office at the date hereof
      for purposes of transfers and exchanges and for presentment and surrender of
      the
      Certificates and for payment thereof is located at _____________________,
      ________________________________, Attention: _______________________, and for
      all other purposes is located at _____________________, _______________,
      Attention: _______________________________; and (iii) the Certificate Registrar,
      the principal office of the Certificate Registrar at which at any particular
      time its corporate trust business shall be administered, which office at the
      date of execution of this Agreement is located at the Corporate Trust Office
      of
      the Trust Administrator, or at such other address as the Certificate Registrar
      may designate from time to time by notice to the Securityholders and the Trust,
      or the principal corporate trust office of any successor Certificate Registrar
      at the address designated by such successor Certificate Registrar by notice
      to
      the Securityholders and the Trust.

     

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

     

    Depositor:
      IndyMac
      ABS, Inc., a Delaware corporation.

     

    [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.]

     

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

     

    Expenses:
      The
      meaning specified in Section 7.02.

     

    Indenture:
      The
      indenture dated as of _________ , 200_, among the Issuer, the Trust
      Administrator and the Indenture Trustee, as such may be amended or supplemented
      from time to time.

     

    Indenture
      Trustee:
      _____________________________, not in its individual capacity but solely as
      Indenture Trustee, or any successor in interest.

     

    Initial
      Holder:
      _________ _____________________________, or any successor in interest, in the
      case of the Ownership Certificate.

     

    Net
      Proceeds from the Notes:
      The
      proceeds received by the Trust from time to time from the issuance and sale
      of
      its Notes, less the costs and expenses incurred in connection with the issuance
      and sale of such Notes.

     

    Non-U.S.
      Person:
      Any
      person other than a “United States person” as defined in Section 7701(a)(30) of
      the Code.

     

    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] and [Class PV] Notes issued pursuant to the Indenture.

     

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

     

    Officer:
      Those
      officers of the Trust referred to in Article XI.

     

    Opinion
      of Counsel:
      One or
      more written opinions of counsel who may, except as otherwise expressly provided
      in this Agreement, be employees of or counsel to the Depositor and who shall
      be
      satisfactory to the Owner Trustee and the Trust Administrator, which opinion
      shall be addressed to the Owner Trustee and the Trust
      Administrator.

     

    Original
      Trust Agreement:
      As
      defined in the recitals hereof.

     

    Ownership
      Certificate:
      An
      equity certificate representing a 100% undivided beneficial interest in the
      Trust in substantially the form annexed hereto as part of Exhibit
      A.

     

    Owner
      Trustee:
      _________________________, a _______________________, and any successor in
      interest, not in its individual capacity, but solely as owner trustee under
      the
      Trust Agreement.

     

    Percentage
      Interest:
      With
      respect to any Ownership Certificate, the percentage set forth on the face
      thereof.

     

    Proposer:
      The
      Certificateholder making a written request pursuant to Section
      5.07.

     

    Prospective
      Holder:
      Each
      prospective purchaser and any subsequent transferee of the Ownership
      Certificate.

     

    [Qualified
      REIT Subsidiary:
      A
      direct or indirect 100% owned subsidiary of a REIT that satisfies the
      requirements of Section 856(i) of the Code.]

     

    [REIT:
      A real
      estate investment trust within the meaning of Sections 856 and 857 of the
      Code.]

     

    Responsible
      Officer:
      With
      respect to (i) the Owner Trustee, any officer within the Corporate Trust Office
      of the Owner Trustee with direct responsibility for the administration of the
      Trust and also, with respect to a particular matter, any other officer to whom
      such matter is referred because of such officer’s knowledge of, and familiarity
      with, the particular subject; and (ii) the Trust Administrator, any officer
      within the Corporate Trust Office of the Trust Administrator with direct
      responsibility for the administration of the Trust and also, with respect to
      a
      particular matter, any other officer to whom such matter is referred because
      of
      such officer’s knowledge of, and familiarity with, the particular
      subject.

     

    Sale
      and Servicing Agreement:
      The
      sale and servicing agreement dated as of _________ , 200_, by and among the
      Issuer, the Depositor, the Trust Administrator, the Servicer, _______________,
      as seller, _________________, as servicer and the Indenture Trustee, as such
      may
      be amended or supplemented from time to time.

     

    Secretary
      of State:
      The
      Secretary of State of the State of Delaware.

     

    Security:
      Any of
      the Certificates or Notes.

     

    Securityholder:
      Any
      Certificateholder or Noteholder.

     

    Seller:
      _____________________, a _______________.

     

    Servicer:
      _____________________, or any successor in interest.

     

    Trust:
      The
      trust established pursuant to this Agreement which shall carry on its business
      operations under the name of
“[                                ]
      200__-[   ].”

     

    Trust
      Administrator:
      _____________________, or any successor in interest.

     

    Section
      1.02.  Other
      Definitional Provisions.

     

    Capitalized
      terms used herein and not defined herein shall have the same meanings assigned
      to them in the Sale and Servicing Agreement or in the Indenture, as
      applicable.

     

    (a)  All
      terms
      defined in this Agreement shall have the defined meanings when used in any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    (b)  As
      used
      in this Agreement and in any certificate or other document made or delivered
      pursuant hereto or thereto, accounting terms not defined in this Agreement
      or in
      any such certificate or other document, and accounting terms partly defined
      in
      this Agreement or in any such certificate or other document to the extent not
      defined, shall have the respective meanings given to them under generally
      accepted accounting principles. To the extent that the definitions of accounting
      terms in this Agreement or in any such certificate or other document are
      inconsistent with the meanings of such terms under generally accepted accounting
      principles, the definitions contained in this Agreement or in any such
      certificate or other document shall control.

     

    (c)  The
      words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement; Section and Exhibit references contained in this
      Agreement are references to Sections and Exhibits in or to this Agreement unless
      otherwise specified; and the term “including” shall mean “including without
      limitation.”

     

    (d)  The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms and to the masculine as well as the feminine
      and neuter genders of such terms.

     

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

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

     

    ORGANIZATION

     

    Section
      2.01.  Name.
      The
      trust established under this Agreement shall be referred to as “[Residential
      Asset Securitization Trust][IndyMac INDX Mortgage Loan Trust]
      200__-[A][AR][IP],” in which name the Owner Trustee and the Officers may conduct
      the activities contemplated hereby, including the making and executing of
      contracts and other instruments on behalf of the Trust and sue and be
      sued.

     

    Section
      2.02.  Office.
      The
      principal office of the Trust shall be in care of the Owner Trustee, at its
      Corporate Trust Office. The Trust shall also have an office in care of the
      Trust
      Administrator at its Corporate Trust Office.

     

    Section
      2.03.  Purpose
      and Powers.
      The
      Trust shall have the power and authority to engage in any of the following
      activities:

     

    (a)  to
      issue
      the Notes pursuant to the Indenture and the Certificates pursuant to this
      Agreement and to sell, transfer and exchange such Notes and
      Certificates;

     

    (b)  with
      the
      proceeds of the sale of the Notes and the Certificates, to pay the
      organizational, start-up and transactional expenses of the Trust and to pay
      the
      balance of the Net Proceeds from the Notes to the Depositor in consideration
      of
      the transfer to the Trust of the Collateral;

     

    (c)  to
      assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
      to the Indenture and to hold, manage and distribute to the Certificateholders
      pursuant to the terms of the Sale and Servicing Agreement any portion of the
      Collateral released from the lien of, and remitted to the Trust pursuant to,
      the
      Indenture;

     

    (d)  to
      enter
      into and perform its obligations under the Operative Agreements and the Interest
      Rate Cap Agreements to which it is to be a party;

     

    (e)  to
      engage
      in those activities, including entering into agreements, that are necessary,
      suitable or convenient to accomplish the foregoing or are incidental thereto
      or
      connected therewith; and

     

    (f)  subject
      to compliance with the Operative Agreements, to engage in such other activities
      as may be required in connection with conservation of the Trust Estate and
      the
      making of distributions and payments to the Certificateholders and the
      Noteholders.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trust shall
      not
      engage in any activity other than in connection with the foregoing or other
      than
      as required or authorized by the terms of this Agreement or the Operative
      Agreements.

     

    Section
      2.04.  Appointment
      of the Owner Trustee.
      The
      Depositor hereby appoints the Bank to act as owner trustee (the “Owner Trustee”)
      of the Trust effective as of the date hereof to have all the rights, powers
      and
      duties set forth herein with respect to accomplishing the purposes of the
      Trust.

     

    The
      Owner
      Trustee is hereby authorized to execute this Agreement, the Indenture, the
      Sale
      and Servicing Agreement and any other Operative Agreement on behalf of the
      Trust. The Owner Trustee is hereby authorized to take all actions required
      or
      permitted to be taken by it in accordance with the terms of this
      Agreement.

     

    Section
      2.05.  Initial
      Capital Contribution; Declaration of Trust.

     

    (a)  The
      Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
      as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
      receipt in trust from the Depositor, as of the Closing Date, of the foregoing
      contribution, which shall constitute the initial corpus of the Trust Estate.
      The
      Depositor shall pay organizational expenses of the Trust as they may arise
      or
      shall, upon the request of the Owner Trustee, promptly reimburse the Owner
      Trustee for any such expenses paid by the Owner Trustee.

     

    (b)  The
      Owner
      Trustee hereby declares that it will hold the Trust Estate in trust upon and
      subject to the conditions set forth herein for the use and benefit of the
      Certificateholders, subject to the obligations of the Trust under the Operative
      Agreements. It is the intention of the parties hereto that the Trust constitute
      a statutory trust under the Delaware Trust Statute and that this Agreement
      constitute the governing instrument of such statutory trust. No later than
      the
      Closing Date, the Owner Trustee shall cause the filing of the Certificate of
      Trust with the Secretary of State. Except as otherwise provided in this
      Agreement, the rights of the Certificateholders will be those of beneficial
      owners of the Trust.

     

    Section
      2.06.  Issuance
      of Initial Certificates.
      Upon
      the formation of the Trust by the initial contribution by the Depositor pursuant
      to Section 2.05, the Owner Trustee will issue the Certificates to the Initial
      Holders.

     

    Section
      2.07.  [Reserved]

     

    Section
      2.08.  Situs
      of Trust.
      The
      Trust will be located in the State of Delaware. All bank accounts maintained
      by
      the Owner Trustee on behalf of the Trust shall be located in the States of
      Delaware, New York or the jurisdiction where the Trust Administrator maintains
      bank accounts with respect to collections on the Collateral. The only office
      of
      the Trust will be as described in Section 2.02 hereof. The Trust shall not
      have
      any employees; provided,
      however,
      that
      nothing herein shall restrict or prohibit the Owner Trustee from having
      employees within or without the State of Delaware. Payments will be received
      by
      the Trust only in Delaware, New York, the jurisdiction in which the Trust
      Administrator maintains the Collection Account or such other jurisdiction
      designated by the Depositor, and payments will be made by the Trust only from
      the Collection Account or from Delaware, New York or such other jurisdiction
      designated by the Depositor.

     

    Section
      2.09.  Title
      to Trust Property.

     

    (a)  Subject
      to the Indenture, title to all of the Trust Estate shall be vested at all times
      in the Trust as a separate legal entity until this Agreement terminates pursuant
      to Article VIII hereof; provided,
      however,
      that if
      the laws of any jurisdiction require that title to any part of the Trust Estate
      be vested in the trustee of the Trust, then title to that part of the Trust
      Estate shall be deemed to be vested in the Owner Trustee or any co-trustee
      or
      separate trustee, as the case may be, appointed pursuant to Article IX of this
      Agreement.

     

    (b)  The
      Certificateholders shall have beneficial but not legal title to any part of
      the
      Trust Estate. No transfer by operation of law or otherwise of any interest
      of
      the Certificateholders shall operate to terminate this Agreement or the trusts
      created hereunder or entitle any transferee to an accounting or to the transfer
      to it of any part of the Trust Estate.

     

    Section
      2.10.  Representations
      and Warranties of the Depositor.
      The
      Depositor hereby represents and warrants to the Owner Trustee and the Trust
      Administrator as of the Closing Date, as follows:

     

    (a)  The
      Depositor is duly organized and validly existing as a corporation in good
      standing under the laws of the State of Delaware, 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 and had at all relevant times,
      and now has, power, authority and the legal right to acquire and own the
      Mortgage Loans.

     

    (b)  The
      Depositor is duly qualified to do business as a foreign corporation in good
      standing and has obtained all necessary licenses and approvals in all
      jurisdictions in which the ownership or lease of property or the conduct of
      its
      business shall require such qualifications.

     

    (c)  The
      Depositor has the power and authority to execute and deliver any Operative
      Agreement to which it is a party and to carry out its terms; the Depositor
      has
      full power and authority to sell and assign the Collateral to be sold and
      assigned to and deposited with the Trust and the Depositor has duly authorized
      such assignment and deposit to the Trust by all necessary corporate action;
      and
      the execution, delivery and performance of this Agreement or any other Operative
      Agreement to which it is a party has been duly authorized by the Depositor
      by
      all necessary corporate action and, assuming the due authorization, execution
      and delivery of each such agreement by the other parties thereto, each such
      agreement constitutes a valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, except as
      enforcement thereof may be subject to or limited by bankruptcy, insolvency,
      moratorium, reorganization or other similar laws relating to or affecting
      creditors’ rights generally and by general equitable principles.

     

    (d)  The
      consummation of the transactions contemplated by this Agreement and the
      fulfillment of the terms hereof and thereof 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 certificate of incorporation
      or
      by-laws of the Depositor, or any indenture, agreement or other instrument to
      which the Depositor is a party or by which it is bound; nor result in the
      creation or imposition of any lien upon any of its properties pursuant to the
      terms of any such indenture, agreement or other instrument (other than pursuant
      to the Operative Agreements); nor violate any law or, to the best of the
      Depositor’s knowledge, any order, rule or regulation applicable to the Depositor
      of any court or of any Federal or state regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Depositor
      or
      its properties.

     

    (e)  There
      are
      no proceedings or investigations, pending or, to the best knowledge of the
      Depositor, threatened before any court, regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Depositor
      or
      its properties: (i) asserting the invalidity of this Agreement or any other
      Operative Agreement to which the Depositor is a party, (ii) seeking to prevent
      the consummation of any of the transactions contemplated by this Agreement
      or
      any other Operative Agreement to which the Depositor is a party or (iii) seeking
      any determination or ruling that might materially and adversely affect the
      performance by the Depositor of its obligations under, or the validity or
      enforceability of, this Agreement or any other Operative Agreement to which
      the
      Depositor is a party.

     

    (f)  The
      representations and warranties of the Depositor made pursuant to the Sale and
      Servicing Agreement are true and correct.

     

    (g)  This
      Agreement is not required to be qualified under the Trust Indenture Act of
      1939,
      as amended, and the Trust is not required to be registered as an “investment
      company” under the Investment Company Act of 1940, as amended.

     

    Section
      2.11.  Tax
      Treatment.
      [The
      Depositor, the Owner Trustee and the Initial Holder intend that the Trust be
      treated for federal income tax purposes as a Qualified REIT Subsidiary. The
      Trust Administrator will, subject to clause (v) of the fourth paragraph of
      Section 3.03 of the Indenture, perform the calculation of accrual of original
      issue discount and the amortization of premium on the Securities.] The Seller
      will prepare and file any income tax returns required for the Trust and make
      any
      other tax filings required under the Code.

     

    Section
      2.12.  Investment
      Company.
      Neither
      the Depositor nor any holder of a Certificate shall take any action which would
      cause the Trust to become an “investment company” which would be required to
      register under the Investment Company Act of 1940, as amended.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

     

    THE
      CERTIFICATES AND TRANSFERS OF INTERESTS

     

    Section
      3.01.  The
      Certificates.
      The
      Ownership Certificate shall initially be issued as a single certificate in
      definitive, fully registered form and shall initially be registered in the
      name
      of the applicable Initial Holder. No Ownership Certificate shall be issued
      in
      authorized denominations of less than a 100% Percentage Interest in such
      Certificate. The Certificates shall be executed on behalf of the Trust by manual
      or facsimile signature of an Authorized Officer of the Owner Trustee and
      authenticated in the manner provided in Section 3.02. Each Certificate bearing
      the manual signatures of individuals who were, at the time when such signatures
      shall have been affixed, authorized to sign on behalf of the Trust, shall be
      validly issued and entitled to the benefit of this Agreement, notwithstanding
      that such individuals or any of them shall have ceased to be so authorized
      prior
      to the authentication and delivery of each such Certificate or did not hold
      such
      offices at the date of authentication and delivery of each such Certificate.
      A
      Person shall become a Certificateholder and shall be entitled to the rights
      and
      subject to the obligations of a Certificateholder hereunder upon such Person’s
      acceptance of a Certificate duly registered in such Person’s name pursuant to
      Section 3.03.

     

    Section
      3.02.  Execution,
      Authentication and Delivery of the Certificates.

     

    Concurrently
      with the sale of the Collateral to the Trust pursuant to the Sale and Servicing
      Agreement, the Owner Trustee shall cause the Certificates issued hereunder
      to be
      executed and authenticated on behalf of the Trust and delivered to the Initial
      Holder, without further corporate action by the Depositor. No Certificate shall
      entitle its Holder to any benefit under this Agreement or be valid for any
      purpose unless there shall appear on such Certificate a certificate of
      authentication substantially in the form set forth as part of Exhibit A hereto,
      executed by the Owner Trustee or the Certificate Registrar, as the Owner
      Trustee’s authenticating agent, by manual signature; such authentication shall
      constitute conclusive evidence that such Certificate shall have been duly
      authenticated and delivered hereunder. All Certificates shall be dated the
      date
      of their authentication.

     

    Section
      3.03.  Registration
      of and Limitations on Transfers and Exchanges of the
      Certificates.
      The
      Certificate Registrar shall keep or cause to be kept, at the office or agency
      maintained pursuant to Section 3.08, a Certificate Register in which, subject
      to
      such reasonable regulations as it may prescribe, the Certificate Registrar
      shall
      provide for the registration of the Certificates and of transfers and exchanges
      of the Certificates as set forth herein, provided,
      however,
      that no
      Ownership Certificate shall be issued in any such transfer and exchange
      representing less than a 100% Percentage Interest in such Certificate; and
      provided,
      further,
      that no
      Ownership Certificate shall be issued in any such transfer and exchange except
      in accordance with the provisions and conditions set forth below in this Section
      3.03. The Trust Administrator shall be the initial Certificate Registrar. If
      the
      Certificate Registrar resigns or is removed, the Owner Trustee, with the consent
      of the Depositor, shall appoint a successor Certificate Registrar.

     

    Subject
      to satisfaction of the conditions set forth below, upon surrender for
      registration of transfer of a Certificate at the office or agency maintained
      pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and
      deliver (or cause the Trust Administrator as its authenticating agent to
      authenticate and deliver), in the name of the designated transferee, a new
      Certificate evidencing the Percentage Interest of the Certificate so surrendered
      and dated the date of authentication by the Owner Trustee or the Certificate
      Registrar.

     

    Every
      Certificate presented or surrendered for registration of transfer or exchange
      shall be accompanied by a written instrument of transfer in form satisfactory
      to
      the Owner Trustee and the Certificate Registrar duly executed by each
      Certificateholder or such Certificateholder’s attorney duly authorized in
      writing. Each Certificate surrendered for registration of transfer or exchange
      shall be cancelled and subsequently disposed of by the Certificate Registrar
      in
      accordance with its customary practice.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      a
      Certificate, but the Owner Trustee or the Certificate Registrar may require
      payment of a sum sufficient to cover any tax or governmental charge that may
      be
      imposed in connection with any transfer or exchange of a Certificate or any
      other expense arising as a result of any registration of transfer or
      exchange.

     

    The
      preceding provisions of this Section notwithstanding, the Owner Trustee shall
      not make and the Certificate Registrar shall not register transfer or exchanges
      of a Certificate for a period of 15 days preceding the due date for any payment
      with respect to such Certificate.

     

    No
      transfer of a Certificate shall be made unless such transfer is exempt from
      the
      registration requirements of the Securities Act and any applicable state
      securities laws or is made in accordance with said Act and laws. Except in
      the
      case of an initial transfer to an Initial Holder, in the event of any such
      transfer, the Certificate Registrar or the Depositor shall prior to such
      transfer require the transferee to execute (i) an investment letter (in the
      form
      attached hereto as Exhibit D-1) certifying to the Trust, the Owner Trustee,
      the
      Trust Administrator, the Certificate Registrar and the Depositor that such
      transferee is a “qualified institutional buyer” under Rule 144A under the
      Securities Act, or (ii) an investment letter (in the form attached hereto as
      Exhibit D-2) certifying to the Trust, the Owner Trustee, the Trust
      Administrator, the Certificate Registrar and the Depositor that such transferee
      is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of
      the Securities Act), and any expense associated with the preparation and
      execution of any such investment letter shall not be an expense of the Trust,
      the Owner Trustee, the Trust Administrator, the Certificate Registrar or the
      Depositor. A Certificateholder desiring to effect the transfer of a Certificate
      shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the
      Trust Administrator, the Certificate Registrar and the Depositor against any
      and
      all liability that may result if the transfer is not so exempt or is not made
      in
      accordance with such federal and state laws.

     

    Except
      in
      the case of an initial transfer to an Initial Holder, no transfer of a
      Certificate shall be made unless the Certificate Registrar shall have received
      a
      representation letter (in the form attached hereto as Exhibit D-1 or D-2) from
      the proposed transferee of such Certificate to the effect that such proposed
      transferee is not an employee benefit plan or other retirement arrangement
      subject to Section 406 of ERISA, or Section 4975 of the Code or any
      substantially similar applicable law, or a Person acting on behalf of or using
      the assets of any such plan, which representation letter shall not be an expense
      of the Trust, the Owner Trustee, the Trust Administrator, the Certificate
      Registrar or the Depositor.

     

    Prior
      to
      and as a condition of the registration of any transfer, sale or other
      disposition of the Ownership Certificate, the Initial Holder of the Ownership
      Certificate and each Prospective Holder of an Ownership Certificate shall
      represent and warrant in writing, in the case of each Initial Holder, in
      substantially the form set forth in Exhibit E hereto, and in the case of each
      Prospective Holder, in substantially the form set forth in Exhibit F hereto,
      to
      the Owner Trustee, the Trust Administrator and the Certificate Registrar and
      any
      of their respective successors that:

     

    (i)  Such
      Person is duly authorized to purchase the Ownership Certificate and its purchase
      of investments having the characteristics of the Ownership Certificate is
      authorized under, and not directly or indirectly in contravention of, any law,
      charter, trust instrument or other operative document, investment guidelines
      or
      list of permissible or impermissible investments that is applicable to the
      investor;

     

    (ii)  Such
      Person understands that each holder of an Ownership Certificate, by virtue
      of
      its acceptance thereof, assents to the terms, provisions and conditions of
      the
      Agreement; and

     

    (iii)  [Such
      Person is a REIT, a Qualified REIT Subsidiary or a Disregarded
      Entity.]

     

    The
      Owner
      Trustee shall cause each Certificate to contain a legend, substantially similar
      to the applicable legends provided in Exhibit A hereto, stating that transfer
      of
      such Certificate is subject to certain restrictions and referring prospective
      purchasers of the Certificates to this Section 3.03 with respect to such
      restrictions.

     

    Section
      3.04.  Lost,
      Stolen, Mutilated or Destroyed Certificate.
      If (a)
      a mutilated Certificate is surrendered to the Certificate Registrar, or (b)
      the
      Certificate Registrar receives evidence to its satisfaction that a Certificate
      has been destroyed, lost or stolen, and there is delivered to the Certificate
      Registrar proof of ownership satisfactory to the Certificate Registrar, together
      with such security or indemnity as required by the Certificate Registrar and
      the
      Owner Trustee to save each of them harmless, then in the absence of notice
      to
      the Certificate Registrar or the Owner Trustee that such Certificate has been
      acquired by a protected purchaser, the Owner Trustee shall execute on behalf
      of
      the Trust, and the Owner Trustee or the Certificate Registrar shall authenticate
      and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or stolen Certificate, a new Certificate of like tenor and Percentage Interest.
      In connection with the issuance of any new Certificate under this Section 3.04,
      the Owner Trustee or the Certificate Registrar may require the payment of a
      sum
      sufficient to cover any expenses of the Owner Trustee or the Certificate
      Registrar (including any fees and expenses of counsel) and any tax or other
      governmental charge that may be imposed in connection therewith. Any duplicate
      Certificate issued pursuant to this Section 3.04 shall constitute conclusive
      evidence of ownership in the Trust, as if originally issued, whether or not
      the
      lost, stolen or destroyed Certificate shall be found at any time.

     

    Section
      3.05.  Persons
      Deemed Certificateholders.
      Prior
      to due presentation of a Certificate for registration of transfer, the Owner
      Trustee, the Certificate Registrar or any Certificate Paying Agent may treat
      any
      Certificateholder as the owner of such Certificate for the purpose of receiving
      distributions pursuant to Section 4.02 and for all other purposes whatsoever,
      and none of the Trust, the Owner Trustee, the Certificate Registrar or any
      Certificate Paying Agent shall be bound by any notice to the
      contrary.

     

    Section
      3.06.  Access
      to List of Certificateholders’ Names and Addresses.
      The
      Certificate Registrar shall furnish or cause to be furnished to the Depositor
      or
      the Owner Trustee, within 15 days after receipt by the Certificate Registrar
      of
      a written request therefor from the Depositor or the Owner Trustee, in such
      form
      as the Depositor or the Owner Trustee, as the case may be, may reasonably
      require, the name and address of each Certificateholder as of the most recent
      Record Date. A Certificateholder, by receiving and holding a Certificate, shall
      be deemed to have agreed not to hold any of the Trust, the Depositor, the
      Certificate Registrar and the Owner Trustee accountable or liable for damages
      by
      reason of the disclosure of its name and address, regardless of the source
      from
      which such information was derived.

     

    Section
      3.07.  [Reserved]

     

    Section
      3.08.  Maintenance
      of Office or Agency.
      The
      Certificate Registrar on behalf of the Trust, shall maintain an office or
      offices or agency or agencies where the Certificates may be surrendered for
      registration of transfer or exchange and where notices and demands to or upon
      the Owner Trustee in respect of the Certificates and the Operative Agreements
      may be served. The Certificate Registrar shall give the Owner Trustee prompt
      notice, in writing, of any such notice or demand. The Certificate Registrar
      initially designates the Corporate Trust Office of the Trust Administrator
      as
      its office for such purposes. The Certificate Registrar shall give prompt
      written notice to the Depositor, the Owner Trustee and the Certificateholders
      of
      any change in the location of the Certificate Register or any such office or
      agency.

     

    Section
      3.09.  Certificate
      Paying Agent.

     

    (a)  The
      Owner
      Trustee may appoint, and hereby appoints, the Trust Administrator as Certificate
      Paying Agent under this Agreement. The Certificate Paying Agent shall make
      distributions to each Certificateholder from the Collection Account pursuant
      to
      Section 4.02 hereof and Sections [5.08] and [6.02] of the Sale and Servicing
      Agreement and, upon request, shall report the amounts of such distributions
      to
      the Owner Trustee. The Certificate Paying Agent shall have the revocable power
      to withdraw funds from the Collection Account for the purpose of making the
      distributions referred to above. The Trust Administrator hereby accepts such
      appointment and further agrees that it will be bound by the provisions of this
      Agreement and the Sale and Servicing Agreement relating to the Certificate
      Paying Agent and shall:

     

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

     

    (ii)  give
      the
      Owner Trustee notice of any default by the Trust of which a Responsible Officer
      of the Trust Administrator has actual knowledge in the making of any payment
      required to be made with respect to the Certificates;

     

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

     

    (iv)  immediately
      resign as Certificate Paying Agent and forthwith pay to the Owner Trustee on
      behalf of the Trust all sums held by it in trust for the payment of the
      Certificates if at any time it ceases to meet the standards under this Section
      3.09 required to be met by the Certificate Paying Agent at the time of its
      appointment; and

     

    (v)  not
      institute bankruptcy proceedings against the Trust in connection with this
      Agreement.

     

    (b)  In
      the
      event that the Trust Administrator shall no longer be the Certificate Paying
      Agent hereunder, the Owner Trustee, with the consent of the Depositor, shall
      appoint a successor to act as Certificate Paying Agent (which shall be a bank
      or
      trust company). The Owner Trustee shall cause such successor Certificate Paying
      Agent or any additional Certificate Paying Agent appointed by the Owner Trustee
      to execute and deliver to the Owner Trustee an instrument in which such
      successor Certificate Paying Agent or additional Certificate Paying Agent shall
      agree with the Owner Trustee that as Certificate Paying Agent, such successor
      Certificate Paying Agent or additional Certificate Paying Agent will hold all
      sums, if any, held by it for payment in trust for the benefit of each
      Certificateholder entitled thereto until such sums shall be paid to such
      Certificateholder. The Certificate Paying Agent shall return all unclaimed
      funds
      to the Owner Trustee, and upon removal of a Certificate Paying Agent, such
      Certificate Paying Agent shall also return all funds in its possession to the
      Owner Trustee. The provisions of Sections 5.03, 5.04, 6.01, 6.05, 6.07, 6.08,
      7.01 and 7.02 shall apply to the Trust Administrator also in its role as
      Certificate Paying Agent for so long as the Trust Administrator shall act as
      Certificate Paying Agent and, to the extent applicable, to any other Certificate
      Paying Agent appointed hereunder. Any reference in this Agreement to the
      Certificate Paying Agent shall include any co-paying agent unless the context
      requires otherwise.

     

    Section
      3.10.  Initial
      Beneficiary.
      Upon
      the formation of the Trust by the contribution by the Depositor pursuant to
      Section 2.05 and until the issuance of the Certificates, the Depositor shall
      be
      the sole beneficiary of the Trust.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IV

     

    APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

     

    Section
      4.01.  Collection
      Account.
      All of
      the right, title and interest of the Trust in all funds on deposit from time
      to
      time in the Collection Account and in all proceeds thereof shall be held for
      the
      benefit of each Certificateholder and such other persons entitled to payments
      therefrom. Except as otherwise expressly provided herein or in the Sale and
      Servicing Agreement, the Collection Account shall be under the sole dominion
      and
      control of the Owner Trustee for the benefit of the
      Certificateholders.

     

    The
      Collection Account shall be subject to and established and maintained in
      accordance with the applicable provisions of the Sale and Servicing Agreement
      and the Indenture, including, without limitation, the provisions of Sections
      [5.08] and [6.02] of the Sale and Servicing Agreement regarding distributions
      from the Collection Account.

     

    Section
      4.02.  Application
      of Trust Funds.

     

    (a)  On
      each
      Payment Date, the Owner Trustee shall direct the Certificate Paying Agent to
      distribute to each Certificateholder, from amounts on deposit in the Collection
      Account, the distributions as provided in Sections [5.08] and [6.02] of the
      Sale
      and Servicing Agreement with respect to such Payment Date. The Owner Trustee
      hereby directs the Certificate Paying Agent to distribute on each Payment Date
      to each Certificateholder amounts on deposit in the Collection Account in
      accordance with Sections [5.08] and [6.02] of the Sale and Servicing Agreement
      and the Certificate Paying Agent hereby acknowledges such
      direction.

     

    (b)  All
      payments to be made under this Agreement by the Certificate Paying Agent shall
      be made only from the income and proceeds, including Net Proceeds from the
      Notes, of the Trust Estate and only to the extent that the Certificate Paying
      Agent has received such income or proceeds. The Bank shall not be liable to
      any
      Certificateholder, the Indenture Trustee or the Trust Administrator for any
      amounts payable pursuant to this Section 4.02 except to the extent that
      non-payment is due to the Owner Trustee’s acts or omissions amounting to willful
      misconduct or gross negligence.

     

    (c)  Distributions
      to any Certificateholder shall be subordinated to the creditors of the Trust,
      including, without limitation, the Noteholders.

     

    Section
      4.03.  Method
      of Payment.
      Subject
      to Section 8.01(c), distributions required to be made to any Certificateholder
      on any Payment Date as provided in Section 4.02 shall be made to the each Person
      who was a Certificateholder on the preceding Record Date either by wire
      transfer, in immediately available funds, to the account of each such
      Certificateholder at a bank or other entity having appropriate facilities
      therefor, if such respective Certificateholder shall have provided to the
      Certificate Registrar appropriate written instructions at least five Business
      Days prior to such Payment Date or, if not, by check mailed to each such
      Certificateholder at the respective address of such Certificateholder appearing
      in the Certificate Register.

     

    Section
      4.04.  [Reserved]

     

    Section
      4.05.  Segregation
      of Moneys; No Interest.
      Moneys
      received by or on behalf of the Owner Trustee hereunder and deposited into
      the
      Collection Account will be segregated except to the extent required otherwise
      by
      law or the provisions of the Sale and Servicing Agreement. The Owner Trustee
      shall not be liable for payment of any interest in respect of such
      moneys.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      V

     

    AUTHORITY
      AND DUTIES OF THE OWNER TRUSTEE;

    ACTION
      BY
      CERTIFICATEHOLDERS

     

    Section
      5.01.  General
      Authority.
      The
      Owner Trustee is authorized and directed to execute and deliver the Notes,
      the
      Certificates, the other Operative Agreements to which the Trust is to be a
      party, each certificate or other document attached as an exhibit to or
      contemplated by the Operative Agreements to which the Trust is to be a party
      and
      any amendment or other agreement or instrument described herein, all as approved
      by the Depositor, as evidenced conclusively by the Owner Trustee’s execution
      thereof, and, on behalf of the Trust, to direct the Trust Administrator to
      authenticate the Notes. In addition to the foregoing, the Owner Trustee is
      authorized, but shall not be obligated, to take all actions required of the
      Trust pursuant to the Operative Agreements.

     

    Section
      5.02.  General
      Duties.

     

    (a)  It
      shall
      be the duty of the Owner Trustee to discharge (or cause to be discharged) all
      of
      its responsibilities pursuant to the terms of this Agreement and the other
      Operative Agreements to which the Trust is a party and to administer the Trust
      in the interest of the Certificateholders, subject to the Operative Agreements
      and in accordance with the provisions of this Agreement. Notwithstanding the
      foregoing, the Owner Trustee shall be deemed to have discharged its duties
      and
      responsibilities hereunder and under the Operative Agreements to the extent
      the
      Trust Administrator has agreed in the Sale and Servicing Agreement or this
      Agreement, respectively, to perform any act or to discharge any duty of the
      Owner Trustee or the Trust hereunder or under any Operative Agreement, and
      the
      Owner Trustee shall not be held liable for the default or failure of the Trust
      Administrator to carry out its obligations under the this Agreement or the
      Sale
      and Servicing Agreement or any other Operative Agreement, respectively;
      and

     

    (b)  It
      shall
      be the duty of the Depositor under the Sale and Servicing Agreement to obtain
      and preserve the Trust’s qualification to do business in each jurisdiction in
      which such qualification is or shall be necessary to protect the validity and
      enforceability of the Indenture, the Notes, the Collateral and each other
      instrument and agreement included in the Trust Estate. It shall be the duty
      of
      the Owner Trustee to cooperate with the Depositor with respect to such
      matters.

     

    Section
      5.03.  Action
      Upon Instruction.

     

    (a)  Subject
      to Article V and in accordance with the terms of the Operative Agreements,
      the
      Ownership Certificate Holder may by written instruction direct the Owner Trustee
      in the management of the Trust, but only to the extent consistent with the
      limited purpose of the Trust. Such direction may be exercised at any time by
      written instruction of the Ownership Certificate Holder pursuant to this Article
      V.

     

    (b)  Notwithstanding
      the foregoing, the Owner Trustee shall not be required to take any action
      hereunder or under any Operative Agreement if the Owner Trustee shall have
      reasonably determined, or shall have been advised by counsel, that such action
      is likely to result in liability on the part of the Owner Trustee or is contrary
      to the terms hereof or of any Operative Agreement or is otherwise contrary
      to
      law.

     

    (c)  Whenever
      the Owner Trustee is unable to decide between alternative courses of action
      permitted or required by the terms of this Agreement or under any other
      Operative Agreement, or in the event that the Owner Trustee is unsure as to
      the
      application of any provision of this Agreement or any other Operative Agreement
      or any such provision is ambiguous as to its application, or is, or appears
      to
      be, in conflict with any other applicable provision, or in the event that this
      Agreement permits any determination by the Owner Trustee or is silent or is
      incomplete as to the course of action that the Owner Trustee is required to
      take
      with respect to a particular set of facts, the Owner Trustee may promptly give
      notice (in such form as shall be appropriate under the circumstances) to the
      Ownership Certificate Holder requesting instruction as to the course of action
      to be adopted, and to the extent the Owner Trustee acts in good faith in
      accordance with any written instruction of the Ownership Certificate Holder,
      the
      Owner Trustee shall not be liable on account of such action to any Person.
      If
      the Owner Trustee shall not have received appropriate instruction within 10
      days
      of such notice (or within such shorter period of time as reasonably may be
      specified in such notice or may be necessary under the circumstances) it may,
      but shall be under no duty to, take or refrain from taking such action not
      inconsistent with this Agreement or any other Operative Agreement, as it shall
      deem to be in the best interests of each Certificateholder, and the Owner
      Trustee shall have no liability to any Person for such action or
      inaction.

     

    Section
      5.04.  No
      Duties Except as Specified under Specified Documents or in
      Instructions.
      The
      Owner 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
      Trust Estate, or to otherwise take or refrain from taking any action under,
      or
      in connection with, any document contemplated hereby to which the Owner Trustee
      or the Trust is a party, except as expressly provided (i) in accordance with
      the
      powers granted to and the authority conferred upon the Owner Trustee pursuant
      to
      this Agreement, and (ii) in accordance with any document or instruction
      delivered to the Owner Trustee pursuant to Section 5.03; and no implied duties
      or obligations shall be read into this Agreement or any Operative Agreement
      against the Owner Trustee. Without limiting the foregoing, unless specifically
      enumerated in any Operative Agreement to which the Owner Trustee is party,
      the
      Owner Trustee (i) shall have no duty or obligation to execute, file or deliver,
      or cause the preparation, filing or delivery by other persons of, any such
      documents, reports, filings, instruments, certificates or opinions as it shall
      be the duty of the Trust to prepare, file or deliver pursuant to the Operative
      Agreements, (ii) shall have no duty or obligation to take, or refrain from
      taking, any action that is the duty or the obligation of the Trust pursuant
      to
      the Operative Agreements and (iii) shall have no duty or obligation to monitor
      the Trust’s duties and obligations pursuant to the Operative Agreements nor
      ensure that such duties and obligations are fulfilled by the Trust. The Owner
      Trustee shall have no responsibility for filing any financing or continuation
      statement in any public office at any time or to otherwise perfect or maintain
      the perfection of any security interest or lien granted to the Trust or to
      prepare or file any Securities and Exchange Commission filing for the Trust
      or
      to record this Agreement or any Operative Agreement or to prepare or file any
      tax return for the Trust. The Owner Trustee nevertheless agrees that it will,
      at
      its own cost and expense, promptly take all action as may be necessary to
      discharge any liens on any part of the Trust Estate that result from actions
      by,
      or claims against the Bank that are not related to the ownership or the
      administration of the Trust Estate.

     

    Section
      5.05.  Restrictions.

     

    (a)  The
      Owner
      Trustee shall not take any action that is inconsistent with the purposes of
      the
      Trust set forth in Section 2.03. The Ownership Certificate Holder shall not
      direct the Owner Trustee to take action that would violate the provisions of
      this Section 5.05.

     

    (b)  The
      Owner
      Trustee shall not, except as provided herein, convey or transfer any of the
      Trust’s properties or assets, including those included in the Trust Estate, to
      any person unless such conveyance or transfer shall not violate the provisions
      of the Indenture.

     

    Section
      5.06.  Prior
      Notice to the Certificateholders with Respect to Certain Matters.
      With
      respect to the following matters, the Owner Trustee shall not take action unless
      at least 30 days before the taking of such action, the Owner Trustee shall
      have
      notified each Certificateholder in writing of the proposed action and each
      Certificateholder shall have notified the Owner Trustee in writing prior to
      the
      30th day after such notice is given that each Certificateholder has consented
      to
      such action or provided alternative direction:

     

    (a)  The
      initiation of any claim or lawsuit by the Trust (except claims or lawsuits
      brought in connection with the collection of cash distributions due and owing
      under the Collateral) and the compromise of any action, claim or lawsuit brought
      by or against the Trust (except with respect to the aforementioned claims or
      lawsuits for collection of cash distributions due and owing under the
      Collateral);

     

    (b)  the
      election by the Trust to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Delaware Trust
      Statute);

     

    (c)  the
      amendment of the Indenture by a supplemental indenture or of this Agreement
      or
      any other Operative Agreement in circumstances where the consent of any
      Noteholder is required;

     

    (d)  the
      amendment or other change of the Indenture by a supplemental indenture or of
      this Agreement, the Interest Rate Cap Agreements or any other Operative
      Agreement in circumstances where the consent of any Noteholder is not required
      and such amendment materially adversely affects the interests of any
      Certificateholder;

     

    (e)  the
      amendment of the Sale and Servicing Agreement in circumstances where the consent
      of any Securityholder is required;

     

    (f)  the
      amendment, change or modification of the Sale and Servicing Agreement, except
      to
      cure any ambiguity or to amend or supplement any provision in a manner or add
      any provision that would not materially and adversely affect the interests
      of
      any Certificateholder;

     

    (g)  the
      appointment pursuant to the Indenture of a successor Note Registrar, Paying
      Agent or Indenture Trustee or pursuant to this Agreement of a successor
      Certificate Registrar or Certificate Paying Agent or the consent to the
      assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate
      Registrar or Certificate Paying Agent of its obligations under the Indenture
      or
      this Agreement, as applicable;

     

    (h)  the
      consent to the calling or waiver of any default of any Operative
      Agreement;

     

    (i)  the
      consent to the assignment by the Indenture Trustee of its obligations under
      any
      Operative Agreement;

     

    (j)  except
      as
      provided in Article VIII hereof, dissolve, terminate or liquidate the Trust
      in
      whole or in part;

     

    (k)  the
      merger, conversion or consolidation of the Trust with or into any other entity,
      or conveyance or transfer of all or substantially all of the Trust’s assets to
      any other entity;

     

    (l)  the
      incurrence, assumption or guaranty by the Trust of any indebtedness other than
      as set forth in this Agreement;

     

    (m)  the
      taking of any action which conflicts with any Operative Agreement or would
      make
      it impossible to carry on the ordinary business of the Trust or change the
      Trust’s purpose and powers set forth in this Agreement;

     

    (n)  the
      confession of a judgment against the Trust;

     

    (o)  the
      possession of the Trust assets, or assignment of the Trust’s right to property,
      for other than a Trust purpose; or

     

    (p)  the
      lending of funds by the Trust to any entity.

     

    In
      addition, the Trust shall not commingle its assets with those of any other
      entity. The Trust shall maintain its financial and accounting books and records
      separate from those of any other entity. Except as expressly set forth herein,
      the Trust shall pay its indebtedness, operating expenses and liabilities from
      its own funds, and the Trust shall neither incur any indebtedness nor pay the
      indebtedness, operating expenses and liabilities of any other entity. Except
      as
      expressly set forth herein, the Trust shall not engage in any dissolution,
      liquidation, consolidation, merger or sale of assets. The Trust shall maintain
      appropriate minutes or other records of all appropriate actions and shall
      maintain its office separate from the offices of the Depositor or any of its
      Affiliates. The Trust shall not engage in any business activity in which it
      is
      not currently engaged other than as contemplated by the Operative Agreements
      and
      related documentation. The Trust shall not form, or cause to be formed, any
      subsidiaries and shall not own or acquire any asset other than as contemplated
      by the Operative Agreements and related documentation. Other than as
      contemplated by the Operative Agreements and related documentation, the Trust
      shall not follow the directions or instructions of the Depositor. The Trust
      shall conduct its own business in its own name. The Trust shall observe all
      formalities required under the Delaware Trust Statute. The Trust shall not
      hold
      out its credit as being available to satisfy the obligations of any other person
      or entity. The Trust shall not acquire the obligations or securities of its
      Affiliates or the Seller. Other than as contemplated by the Operative Agreements
      and related documentation, the Trust shall not pledge its assets for the benefit
      of any other person or entity. The Trust shall correct any known
      misunderstanding regarding its separate identity. The Trust shall not identify
      itself as a division of any other person or entity.

     

    For
      accounting purposes, the Trust shall be treated as an entity separate and
      distinct from each Certificateholder. The pricing and other material terms
      of
      all transactions and agreements to which the Trust is a party shall be
      intrinsically fair to all parties thereto. This Agreement is and shall be the
      only agreement among the parties thereto with respect to the creation, operation
      and termination of the Trust.

     

    The
      Owner
      Trustee shall not have the power, except upon the written direction of the
      Ownership Certificate Holder, and to the extent otherwise consistent with the
      Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii)
      institute a bankruptcy against the Trust. So long as the Indenture remains
      in
      effect, to the extent permitted by applicable law, the Ownership Certificate
      Holder shall have no power to commence, and shall not commence, any bankruptcy
      with respect to the Trust or direct the Owner Trustee to commence any bankruptcy
      with respect to the Trust.

     

    The
      Owner
      Trustee shall not have the power, except upon the written direction of the
      Ownership Certificate Holder, to (i) remove the Trust Administrator under the
      Sale and Servicing Agreement pursuant to Section [7.10] thereof, (ii) appoint
      a
      successor Trust Administrator pursuant to Section [7.10] of the Sale and
      Servicing Agreement, or (iii) except as expressly provided in the Indenture,
      to
      sell the Collateral after the termination of the Indenture. The Owner Trustee
      shall take the actions referred to in the preceding sentence only upon written
      instructions signed and authorized by the Ownership Certificate
      Holder.

     

    Section
      5.07.  Action
      by the Holder with Respect to Bankruptcy.
      The
      Owner Trustee shall not have the power to commence or consent to a bankruptcy
      relating to the Trust without the prior approval of the Ownership Certificate
      Holder and the delivery to the Owner Trustee by the Ownership Certificate Holder
      of a certificate certifying that the Ownership Certificate Holder reasonably
      believes that the Trust is insolvent. This paragraph shall survive for one
      year
      and one day following termination of this Agreement. So long as the Indenture
      remains in effect, the Ownership Certificate Holder shall not have the power
      to
      institute, and shall not institute, any bankruptcy with respect to the Trust
      or
      direct the Owner Trustee to take such action.

     

    Section
      5.08.  Restrictions
      on the Ownership Certificate Holder’s Power.
      The
      Ownership Certificate Holder shall not direct the Owner Trustee to take or
      to
      refrain from taking any action if such action or inaction would be contrary
      to
      any obligation of the Trust or the Owner Trustee under this Agreement or any
      of
      the Operative Agreements or would be contrary to Section 2.03 nor shall the
      Owner Trustee be obligated to follow any such direction, if given.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VI

     

    CONCERNING
      THE OWNER TRUSTEE

     

    Section
      6.01.  Acceptance
      of Trusts and Duties.
      The
      Owner Trustee accepts the trusts hereby created and agrees to perform the same
      but only upon the terms of this Agreement and the terms of the Sale and
      Servicing Agreement. The Owner Trustee also agrees to disburse all moneys
      actually received by it constituting part of the Trust Estate upon the terms
      of
      this Agreement. The Bank shall not be answerable or accountable hereunder or
      under any other Operative Agreements under any circumstances, except (i) for
      its
      own willful misconduct, gross negligence or bad faith, (ii) in the case of
      the
      inaccuracy of any representation or warranty contained in Section 6.04, (iii)
      for liabilities arising from the failure by the Bank to perform obligations
      expressly undertaken by it in the last sentence of Section 5.04, or (iv) for
      taxes, fees or other charges based on or measured by any fees, commissions
      or
      compensation received by the Bank in connection with any of the transactions
      contemplated by this Agreement, any other Operative Agreements or the Notes.
      In
      particular, but not by way of limitation:

     

    (a)  The
      Bank
      shall not be liable for any error of judgment made in good faith by a
      Responsible Officer of the Owner Trustee;

     

    (b)  The
      Bank
      shall not be liable with respect to any action taken or omitted to be taken
      by
      the Owner Trustee in accordance with the instructions of any
      Certificateholder;

     

    (c)  No
      provision of this Agreement shall require the Bank to expend or risk funds
      or
      otherwise incur any financial liability in the performance of any of the Owner
      Trustee’s rights or powers hereunder or under any other Operative Agreements if
      the Bank shall have reasonable grounds for believing that repayment of such
      funds or adequate indemnity against such risk or liability is not reasonably
      assured or provided to it;

     

    (d)  Under
      no
      circumstance shall the Bank be liable for indebtedness evidenced by or arising
      under any of the Operative Agreements, including the principal of and interest
      on the Notes;

     

    (e)  The
      Bank
      shall not be liable with respect to any action taken or omitted to be taken
      by
      the Depositor, the Trust Administrator, the Servicer, the Indenture Trustee,
      any
      Officer or the Certificate Paying Agent under this Agreement or any other
      Operative Agreement or otherwise and the Bank shall not be obligated to perform
      or monitor the performance of any obligations or duties under this Agreement
      or
      the other Operative Agreements which are to be performed by the Certificate
      Paying Agent under this Agreement, the Trust Administrator under the Transfer
      and Servicing, the Indenture Trustee under the Indenture or by any other Person
      under any of the Operative Agreements; and

     

    (f)  The
      Bank
      shall not be responsible for or in respect of the recitals herein, the validity
      or sufficiency of this Agreement or for the due execution hereof by the
      Depositor or for the form, character, genuineness, sufficiency, value or
      validity of any of the Trust Estate or for or in respect of the validity or
      sufficiency of the Operative Agreements, other than the certificate of
      authentication on the Certificates, and the Bank shall in no event assume or
      incur any liability, duty or obligation to any Noteholder, the Depositor or
      to
      any Certificateholder, other than as expressly provided for herein.

     

    Section
      6.02.  Furnishing
      of Documents.
      The
      Owner Trustee will furnish to the Trust Administrator (for distribution to
      each
      Certificateholder), promptly upon receipt of a written request therefor,
      duplicates or copies of all reports, notices, requests, demands, certificates,
      financial statements and any other instruments furnished to the Owner Trustee
      hereunder or under the Operative Agreements unless the Trust Administrator
      shall
      have already received the same.

     

    Section
      6.03.  Books
      and Records.
      The
      Owner Trustee shall keep or cause to be kept proper books of record and account
      of all the transactions under this Agreement, including a record of the name
      and
      address of each Certificateholder. The Owner Trustee shall be deemed to have
      complied with this Section 6.03 by the appointment of the Trust Administrator
      and the Certificate Paying Agent to perform the duties hereunder.

     

    Section
      6.04.  Representations
      and Warranties.

     

    (a)  The
      Bank
      represents and warrants to the Depositor, for the benefit of each
      Certificateholder, as follows:

     

    (i)  the
      Bank
      is a _______________________ duly organized and validly existing under the
      laws
      of the __________________________ and has the power and authority to execute,
      deliver and perform its obligations under this Agreement and (assuming due
      authorization, execution and delivery of this Agreement by the Depositor and
      Trust Administrator), has the power and authority as Owner Trustee to execute
      and deliver the Operative Agreements and to perform its obligations thereunder
      and, assuming the due authorization, execution and delivery hereof by the other
      parties hereto, this Agreement constitutes a legal, valid and binding obligation
      of the Bank or the Owner Trustee, as the case may be, enforceable against the
      Bank or the Owner Trustee, as the case may be, in accordance with its terms,
      except that (a) the enforceability thereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditors’ rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought;

     

    (ii)  the
      Bank
      has no reason to believe that anyone authorized to act on its behalf has offered
      any interest in and to the Trust for sale to, or solicited any offer to acquire
      any of the same from, anyone;

     

    (iii)  the
      execution, delivery and performance by the Bank, either in its individual
      capacity or as Owner Trustee, as the case may be, of the Operative Agreements
      will not result in any violation of, or be in any conflict with, or constitute
      a
      default under any of the provisions of any indenture, mortgage, chattel
      mortgage, deed of trust, conditional sales contract, lease, note or bond
      purchase agreement, license, judgment, order or other agreement to which the
      Bank is a party or by which it or any of its properties is bound;

     

    (iv)  the
      execution and delivery by the Bank of this Agreement, and the performance of
      its
      duties as Owner Trustee hereunder, do not require the consent or approval of,
      the giving of notice to, or the registration with, or the taking of any other
      action with respect to, any governmental authority or agency of the State of
      Delaware (except as may be required by the Delaware Trust Statute);
      and

     

    (v)  there
      are
      no pending or, to the best of its knowledge, threatened actions or proceedings
      against the Bank before any court, administrative agency or tribunal which,
      if
      determined adversely to it, would materially and adversely affect its ability,
      either in its individual capacity or as Owner Trustee, as the case may be,
      to
      perform its obligations under this Agreement or the Operative
      Agreements.

     

    (b)  _____________________,
      as Trust Administrator, hereby represents and warrants to the Depositor, for
      the
      benefit of each Certificateholder, that:

     

    (i)  it
      is a
      _______________________ duly organized and validly existing in good standing
      under the laws of the ______________, and has the power and authority to
      execute, deliver and perform its obligations under this Agreement and, assuming
      the due authorization, execution and delivery hereof by the other parties
      hereto, this Agreement constitutes a legal, valid and binding obligation of
      the
      Trust Administrator, enforceable against the Trust Administrator in accordance
      with its terms, except that (a) the enforceability thereof may be limited by
      bankruptcy, insolvency, moratorium, receivership and other similar laws relating
      to creditors’ rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought;

     

    (ii)  it
      has
      taken all action necessary to authorize the execution and delivery by it of
      this
      Agreement, and this Agreement will be executed and delivered by one of its
      officers who is duly authorized to execute and deliver this Agreement on its
      behalf; and

     

    (iii)  neither
      the execution nor the delivery by it of this Agreement nor the consummation
      by
      it of the transactions contemplated hereby nor compliance by it with any of
      the
      terms or provisions hereof will contravene any federal, governmental rule or
      regulation governing the banking or trust powers of the Trust Administrator
      or
      any judgment or order binding on it, or constitute any default under its charter
      documents or by-laws or any indenture, mortgage, contract, agreement or
      instrument to which it is a party or by which any of its properties may be
      bound.

     

    Section
      6.05.  Reliance;
      Advice of Counsel.

     

    (a)  Except
      as
      provided in Section 6.01, the Owner Trustee shall incur no liability to anyone
      in acting upon any signature, instrument, notice, resolution, request, consent,
      order, certificate, report, opinion, bond or other document or paper believed
      by
      it to be genuine and believed by it to be signed by the proper party or parties.
      The Owner Trustee may accept a certified copy of a resolution of the board
      of
      directors or other governing body of any corporate or partnership entity as
      conclusive evidence that such resolution has been duly adopted by such body
      and
      that the same is in full force and effect. As to any fact or matter the manner
      of ascertainment of which is not specifically prescribed herein, the Owner
      Trustee may for all purposes hereof rely on a certificate, signed by the
      president or any vice president (or the general partner, in the case of a
      partnership) and by the treasurer or any assistant treasurer or the secretary
      or
      any assistant secretary of the relevant party, as to such fact or matter, and
      such certificate shall constitute full protection to the Owner Trustee for
      any
      action taken or omitted to be taken by it in good faith in reliance
      thereon.

     

    (b)  In
      its
      exercise or administration of the trusts and powers hereunder, including its
      obligations under Section 5.02(b), and in the performance of its duties and
      obligations under this Agreement or the other Operative Agreements, the Owner
      Trustee may employ agents and attorneys and enter into agreements (including
      the
      Sale and Servicing Agreement) with any of them, and the Owner Trustee shall
      not
      be answerable for the default or misconduct of any such agents or attorneys
      if
      such agents or attorneys shall have been selected by the Owner Trustee with
      reasonable care. If, and to the extent, the Seller shall have failed to
      reimburse the Owner Trustee for all reasonable expenses and indemnities incurred
      pursuant to this Section 6.05(b), as provided in Section 7.01 and Section 7.02,
      the Owner Trustee may seek reimbursement therefor from the Trust
      Estate.

     

    (c)  In
      the
      administration of the trusts and performance of its duties hereunder, the Owner
      Trustee may consult with counsel, accountants and other skilled Persons to
      be
      selected and employed by it, and the Owner Trustee shall not be liable for
      anything done, suffered or omitted in good faith by it in accordance with the
      reasonable advice or opinion of any such counsel, accountants or other skilled
      Persons. If, and to the extent, the Seller shall have failed to reimburse the
      Owner Trustee for all reasonable expenses and indemnities incurred pursuant
      to
      this Section 6.05(c), as provided in Section 7.01 and Section 7.02, the Owner
      Trustee may seek reimbursement therefor from the Trust Estate.

     

    Section
      6.06.  Not
      Acting in Individual Capacity.
      Except
      as provided in this Article VI, in accepting the trusts hereby created the
      Owner
      Trustee acts solely as trustee hereunder and not in its individual capacity,
      and
      all persons having any claim against the Owner Trustee by reason of the
      transactions contemplated by the Operative Agreements shall look only to the
      Trust Estate for payment or satisfaction thereof.

     

    Section
      6.07.  Owner
      Trustee Not Liable for Certificates or Collateral.
      The
      recitals contained herein and in the Certificates (other than the signatures
      and
      countersignatures of the Owner Trustee on the Certificates) shall be taken
      as
      the statements of the Depositor, and the Owner Trustee assumes no responsibility
      for the correctness thereof. The Owner Trustee makes no representations as
      to
      the validity or sufficiency of this Agreement, of any Operative Agreement or
      of
      the Certificates (other than the signatures and countersignatures of the Owner
      Trustee on the Certificates) or the Notes, or of any Collateral or related
      documents. The Owner Trustee shall at no time have any responsibility or
      liability for or with respect to the legality, validity and enforceability
      of
      any Collateral, or the perfection and priority of any security interest created
      by any Collateral or the maintenance of any such perfection and priority, or
      for
      or with respect to the sufficiency of the Trust Estate or its ability to
      generate the payments to be distributed to Certificateholders under this
      Agreement or the Noteholders under the Indenture, including, without limitation:
      the existence, condition and ownership of any Collateral; the existence and
      enforceability of any insurance thereon; the existence and contents of any
      Collateral on any computer or other record thereof; the validity of the
      assignment of any Collateral to the Trust or of any intervening assignment;
      the
      completeness of any Collateral; the performance or enforcement of any
      Collateral; the compliance by the Depositor with any warranty or representation
      made under any Operative Agreements or in any related document or the accuracy
      of any such warranty or representation or any action of the Trust Administrator
      or the Indenture Trustee taken in the name of the Owner Trustee.

     

    Section
      6.08.  Owner
      Trustee May Own Notes.
      The
      Owner Trustee in its individual capacity may become an owner or pledgee of
      Notes
      and may deal with the Depositor, the Trust Administrator and the Indenture
      Trustee in banking transactions with the same rights as it would have if it
      were
      not Owner Trustee.

     

    Section
      6.09.  Licenses.
      The
      Depositor shall cause the Trust to use its best efforts to obtain and maintain
      the effectiveness of any licenses required in connection with this Agreement
      and
      the other Operative Agreements and the transactions contemplated hereby and
      thereby until such time as the Trust shall terminate in accordance with the
      terms hereof. It shall be the duty of the Owner Trustee to cooperate with the
      Depositor with respect to such matters.

     

    Section
      6.10.  Doing
      Business in Other Jurisdictions.
      Notwithstanding anything contained herein to the contrary, neither the Bank
      nor
      the Owner Trustee shall be required to take any action in any jurisdiction
      other
      than in the State of Delaware if the taking of such action will (i) require
      the
      consent or approval or authorization or order of or the giving of notice to,
      or
      the registration with or the taking of any other action in respect of, any
      state
      or other governmental authority or agency of any jurisdiction other than the
      State of Delaware; (ii) result in any fee, tax or other governmental charge
      under the laws of any jurisdiction or any political subdivisions thereof in
      existence on the date hereof other than the State of Delaware becoming payable
      by the Bank or the Owner Trustee; or (iii) subject the Bank or the Owner Trustee
      to personal jurisdiction in any jurisdiction other than the State of Delaware
      for causes of action arising from acts unrelated to the consummation of the
      transactions by the Bank or the Owner Trustee, as the case may be, contemplated
      hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which
      advice shall be an expense of the Trust) to determine whether any action
      required to be taken pursuant to this Agreement results in the consequences
      described in clauses (i), (ii) and (iii) of the preceding sentence. In the
      event
      that such counsel advises the Owner Trustee that such action will result in
      such
      consequences, the Owner Trustee will appoint a co-trustee pursuant to Section
      9.05 hereof to proceed with such action.

     

    Section
      6.11.  Sarbanes-Oxley
      Act Certification.

     

    Notwithstanding
      anything to the contrary herein or in any Operative Agreement, the Owner Trustee
      shall not be required to execute, deliver or certify on behalf of the Trust
      or
      any other Person any filings, certificates, affidavits or other instruments
      in
      connection with certifications required under the Sarbanes-Oxley Act of
      2002.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VII

     

    INDEMNIFICATION
      AND COMPENSATION

     

    Section
      7.01.  Trust
      Expenses.
      The
      Seller shall pay the organizational expenses of the Trust as they may arise
      or
      shall, upon the request of the Owner Trustee, promptly reimburse the Owner
      Trustee for any such expenses paid by the Owner Trustee in connection therewith.
      The Seller shall also pay (or reimburse the Bank for) all reasonable expenses
      of
      the Owner Trustee hereunder, including, without limitation, the reasonable
      compensation, expenses and disbursements of such agents, representatives,
      experts and counsel as the Owner Trustee may employ in connection with the
      exercise and performance of its rights and duties under the Operative
      Agreements.

     

    Section
      7.02.  Indemnification.
      The
      Seller agrees to assume liability for, and indemnify the Bank and its
      successors, assigns, officers, directors, agents and servants, against and
      from,
      any and all liabilities, obligations, losses, damages, taxes, claims, actions,
      suits, costs, expenses and disbursements (including reasonable legal fees and
      expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may
      be imposed on, incurred by or asserted at any time against the Bank (whether
      or
      not indemnified against by other parties) in any way relating to or arising
      out
      of this Agreement, any Operative Agreement, the Collateral, the administration
      of the Trust Estate or the action or inaction of the Owner Trustee hereunder,
      except only that the Seller shall not be required to indemnify the Bank for
      Expenses arising or resulting from any of the matters described in the third
      sentence of Section 6.01. The indemnities contained in this Section 7.02 shall
      survive the resignation or termination of the Owner Trustee or the termination
      of this Agreement. In the event of any claim, action or proceeding for which
      indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of
      legal counsel shall be subject to the approval of the Seller, which approval
      shall not be unreasonably withheld.

     

    Section
      7.03.  Compensation.
      The
      Bank shall receive as compensation for its services hereunder such fees as
      are
      set forth in the Fee Letter Agreement between the Bank and the Seller. The
      Trust
      Administrator shall pay the annual fee of the Owner Trustee, and the Seller
      shall pay the initial fee of the Owner Trustee.

     

    Section
      7.04.  Lien
      on Trust Estate.
      The
      Bank shall have a lien on the Trust Estate for any compensation or indemnity
      due
      hereunder, such lien to be subject only to prior liens of the Indenture. The
      Bank shall not bring any proceedings to foreclose on such lien if and to the
      extent the Trust Estate is subject to the lien of the Indenture. Any amount
      paid
      to the Owner Trustee pursuant to this Article VII shall be deemed not to be
      part
      of the Trust Estate immediately after such payment.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VIII

     

    TERMINATION
      OF AGREEMENT

     

    Section
      8.01.  Termination
      of Agreement.

     

    (a)  This
      Agreement (other than Article VII) shall terminate and the trusts created hereby
      shall dissolve and terminate and the Trust Estate shall, subject to the
      Indenture and Sections 4.01 and 7.04 and Section 3808 of the Delaware Trust
      Statute, be distributed to the Certificateholders, and this Agreement shall
      be
      of no further force or effect, upon the earlier of (i) the full payment of
      principal and interest due on all Classes of the Notes; and (ii) the sale or
      other final disposition by the Indenture Trustee or the Owner Trustee, as the
      case may be, of all the Trust Estate and the final distribution by the Trust
      Administrator or the Owner Trustee, as the case may be, of all moneys or other
      property or proceeds of the Trust Estate in accordance with the terms of the
      Indenture, the Sale and Servicing Agreement and Section 4.02. The bankruptcy,
      liquidation or dissolution of any Certificateholder shall not operate to
      terminate this Agreement, nor entitle such Certificateholder’s legal
      representatives to claim an accounting or to take any action or proceeding
      in
      any court for a partition or winding up of the Trust Estate, nor otherwise
      affect the rights, obligations and liabilities of the parties
      hereto.

     

    (b)  Except
      as
      provided in Section 8.01(a), none of the Depositor or any Certificateholder
      shall be entitled to revoke or terminate the Trust established
      hereunder.

     

    (c)  Notice
      of
      any termination of the Trust, specifying the Payment Date upon which
      Certificateholders shall surrender their Certificates to the Certificate Paying
      Agent for payment of the final distribution and cancellation, shall be given
      by
      the Certificate Paying Agent by letter to the Certificateholders and the Rating
      Agencies mailed within five Business Days of receipt of notice of the final
      payment on the Notes pursuant to the Sale and Servicing Agreement, stating
      (i)
      the Payment Date upon or with respect to which final payment of the Certificates
      shall be made upon presentation and surrender of the Certificates at the office
      of the Certificate Paying Agent therein designated, (ii) the amount of any
      such
      final payment and (iii) that the Record Date otherwise applicable to such
      Payment Date is not applicable, payments being made only upon presentation
      and
      surrender of the Certificates at the office of the Certificate Paying Agent
      therein specified. The Certificate Paying Agent shall give such notice to the
      Owner Trustee and the Certificate Registrar at the time such notice is given
      to
      the Certificateholders. Upon presentation and surrender of the Certificates,
      the
      Certificate Paying Agent shall cause to be distributed to the applicable
      Certificateholder amounts distributable on such Payment Date pursuant to Section
      [5.08] and Section [6.02] of the Sale and Servicing Agreement.

     

    (d)  Upon
      the
      winding up of the Trust and its termination, the Owner Trustee shall upon the
      written request of the Depositor cause the Certificate of Trust to be cancelled
      by filing a certificate of cancellation with the Secretary of State in
      accordance with the provisions of Section 3810 of the Delaware Trust
      Statute.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IX

     

    SUCCESSOR
      OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     

    Section
      9.01.  Eligibility
      Requirements for Owner Trustee.
      The
      Owner Trustee shall at all times be a corporation satisfying the provisions
      of
      Section 3807(a) of the Delaware Trust Statute; authorized to exercise corporate
      powers; having a combined capital and surplus of at least $50,000,000 and
      subject to supervision or examination by Federal or state authorities; and
      having (or having a parent which has) a short-term debt rating of at least
“A-1”
or the equivalent by, or which is otherwise acceptable to, the Rating Agencies.
      If such corporation shall publish reports of condition at least annually,
      pursuant to law or to the requirements of the aforesaid supervising or examining
      authority, then for the purpose of this Section, the combined capital and
      surplus of such corporation shall be deemed to be its combined capital and
      surplus as set forth in its most recent report of condition so published. In
      case at any time the Owner Trustee shall cease to be eligible in accordance
      with
      the provisions of this Section, the Owner Trustee shall resign immediately
      in
      the manner and with the effect specified in Section 9.02.

     

    Section
      9.02.  Resignation
      or Removal of Owner Trustee.
      The
      Owner Trustee may at any time resign and be discharged from the trusts hereby
      created by giving 30 days’ prior written notice thereof to the Depositor, the
      Certificateholders and the Indenture Trustee. As a condition to the
      effectiveness of any such resignation, at least 15 calendar days prior to the
      effective date of such resignation, the Owner 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 Owner Trustee. Upon receiving such notice of resignation, the Depositor
      shall promptly appoint (subject to the consent of the Certificateholders, which
      consent shall not be unreasonably withheld) a successor Owner Trustee by written
      instrument, in duplicate, one copy of which instrument shall be delivered to
      the
      resigning Owner Trustee and one copy to the successor Owner Trustee. If no
      successor Owner Trustee shall have been so appointed and have accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Owner Trustee may petition any court of competent jurisdiction for
      the
      appointment of a successor Owner Trustee.

     

    If
      at any
      time the Owner Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.01 and shall fail to resign after written request
      therefor by the Depositor, or if at any time the Owner Trustee shall be legally
      unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of
      the
      Owner Trustee or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Owner Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation or the Owner Trustee
      shall fail to fulfill its obligations under Section 9.02 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), then the Depositor may remove the Owner Trustee. If the
      Depositor shall remove the Owner Trustee under the authority of the immediately
      preceding sentence, the Depositor shall promptly appoint (subject to the consent
      of the Certificateholders, which consent shall not be unreasonably withheld)
      a
      successor Owner Trustee by written instrument in duplicate, one copy of which
      instrument shall be delivered to the outgoing Owner Trustee so removed and
      one
      copy to the successor Owner Trustee and payment of all fees owed to the outgoing
      Owner Trustee.

     

    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 9.03 and payment of all fees and expenses owed to the
      outgoing Owner Trustee. The Trust Administrator shall provide notice of such
      resignation or removal of the Owner Trustee to the Rating Agencies.

     

    Section
      9.03.  Successor
      Owner Trustee.
      Any
      successor Owner Trustee appointed pursuant to Section 9.02 shall execute,
      acknowledge and deliver to the Trust Administrator and to its predecessor Owner
      Trustee an instrument accepting such appointment under this Agreement, and
      thereupon the resignation or removal of the predecessor Owner Trustee shall
      become effective and such successor Owner Trustee without any further act,
      deed
      or conveyance, shall become fully vested with all the rights, powers, duties,
      and obligations of its predecessor under this Agreement, with like effect as
      if
      originally named as Owner Trustee. The predecessor Owner Trustee shall upon
      payment of its fees and expenses deliver to the successor Owner Trustee all
      documents and statements and monies held by it under this Agreement; and the
      Trust Administrator and the predecessor Owner Trustee shall execute and deliver
      such instruments and do such other things as may reasonably be required for
      fully and certainly vesting and confirming in the successor Owner Trustee all
      such rights, powers, duties, and obligations.

     

    No
      successor Owner Trustee shall accept appointment as provided in this Section
      unless at the time of such acceptance such successor Owner Trustee shall be
      eligible pursuant to Section 9.01.

     

    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section,
      the Trust Administrator shall mail notice of the successor of such Owner Trustee
      to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating
      Agencies. If the Trust Administrator fails to mail such notice within 10 days
      after acceptance of appointment by the successor Owner Trustee, the successor
      Owner Trustee shall cause such notice to be mailed at the expense of the Trust
      Administrator.

     

    Section
      9.04.  Merger
      or Consolidation of Owner Trustee.
      Any
      Person into which the Owner Trustee may be merged or converted or with which
      it
      may be consolidated or any Person resulting from any merger, conversion or
      consolidation to which the Owner Trustee shall be a party, or any Person
      succeeding to all or substantially all of the corporate trust business of the
      Owner Trustee, shall be the successor of the Owner Trustee hereunder,
provided
      such
      Person shall be eligible pursuant to Section 9.01, without the execution or
      filing of any instrument or any further act on the part of any of the parties
      hereto, anything herein to the contrary notwithstanding.

     

    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
      Owner Trustee, the Owner 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
      Owner Trustee.

     

    Section
      9.05.  Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Trust Estate or any Collateral may at the time be located, and for the
      purpose of performing certain duties and obligations of the Owner Trustee with
      respect to the Trust and the Certificates under the Sale and Servicing
      Agreement, the Owner Trustee shall have the power and shall execute and deliver
      all instruments to appoint one or more Persons approved by the Owner Trustee
      to
      act as co-trustee, jointly with the Owner Trustee, or separate trustee or
      separate trustees, of all or any part of the Trust Estate, and to vest in such
      Person, in such capacity, such title to the Trust, or any part thereof, and,
      subject to the other provisions of this Section, such powers, duties,
      obligations, rights and trusts as the Owner Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee under this Agreement shall be
      required to meet the terms of eligibility as a successor trustee pursuant to
      Section 9.01 and no notice of the appointment of any co-trustee or separate
      trustee shall be required pursuant to Section 9.03.

     

    The
      Owner
      Trustee hereby appoints the Trust Administrator for the purpose of establishing
      and maintaining the Collection Account and making the distributions therefrom
      to
      the Persons entitled thereto pursuant to Section [5.08] and Section [6.02]
      of
      the Sale and Servicing Agreement.

     

    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provision and
      conditions:

     

    (a)  all
      rights, powers, duties and obligations conferred or imposed upon the Owner
      Trustee shall be conferred upon and exercised or performed by the Owner 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
      Owner 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
      Owner Trustee shall be incompetent or unqualified to perform such act or acts,
      in which event such rights, powers, duties, and obligations (including the
      holding of title to the Trust 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 Owner Trustee;

     

    (b)  no
      trustee under this Agreement shall be personally liable by reason of any act
      or
      omission of any other trustee under this Agreement; and

     

    (c)  the
      Trust
      Administrator and the Owner Trustee acting jointly may at any time accept the
      resignation of or remove any separate trustee or co-trustee.

     

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

     

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

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    Section
      10.01.  Supplements
      and Amendments.
      This
      Agreement may be amended by the Depositor, the Trust Administrator and the
      Owner
      Trustee, with the consent of the Certificateholder and with prior written notice
      to the Rating Agencies, but without the consent of any of the Noteholders or
      the
      Indenture Trustee, (i) to cure any ambiguity, (ii) to conform the provisions
      of
      this Agreement to the information contained in the Prospectus or to correct
      or
      supplement any provision herein, (iii) to make any other provision with respect
      to matters or questions arising under this Agreement or (iv) to add, delete,
      or
      amend any provision in order to comply with any requirements imposed by the
      Code, ERISA and their related regulations; provided,
      however,
      that
      such action shall not, as evidenced by an Opinion of Counsel, adversely affect
      in any material respect the interests of any Noteholder or Certificateholder
      or
      adversely affect the tax status of the Trust. An amendment shall not be deemed
      to adversely affect in any material respect the interests of any Noteholder
      or
      Certificateholder and no opinion referred to in the preceding proviso shall
      be
      required to be delivered if the Person requesting the amendment obtains a letter
      from each Rating Agencies stating that the amendment would not result in the
      downgrading or withdrawal of the respective ratings then assigned to each
      applicable Class of Notes and Certificates. Notwithstanding the preceding
      sentence, an opinion shall be required with respect to tax matters as set forth
      in this paragraph.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Trust
      Administrator and the Owner Trustee, with the prior written consent of the
      Rating Agencies, the holders of Notes evidencing more than 662⁄3% of the
      Outstanding Balance of the Notes and the Certificateholder, for the purpose
      of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement or modifying in any manner the rights of
      Certificateholders; provided,
      however,
      that no
      such amendment shall, as evidenced by an Opinion of Counsel, adversely affect
      the tax status of the Trust; and provided,
      further,
      that no
      such amendment shall (a) increase or reduce in any manner the amount of, or
      delay the timing of, collections of payments on the Collateral or payments
      that
      shall be required to be made for the benefit of the Noteholders or any
      Certificateholder or (b) reduce the aforesaid percentage of the Outstanding
      Balance of the Notes required to consent to or to waive the requirement for
      any
      Certificateholder to consent to any such amendment, in either case of clause
      (a)
      or (b) without the consent of the holders of all the outstanding Notes and
      each
      Certificateholder.

     

    Notwithstanding
      the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended
      in
      any manner unless (i) 100% of the Outstanding Balance of the Noteholders have
      consented in writing thereto, (ii) the Rating Agencies have consent in writing
      thereto or (iii) the Notes have been paid in full and the Indenture has been
      discharged.

     

    Promptly
      after the execution of any such amendment or consent, the Trust Administrator
      shall furnish written notification of the substance of such amendment or consent
      to each Certificateholder, the Indenture Trustee and the Rating
      Agencies.

     

    It
      shall
      not be necessary for the consent of the Certificateholders or the Noteholders
      pursuant to this Section 10.01 to approve the particular form of any proposed
      amendment or consent, but it shall be sufficient if such consent shall approve
      the substance thereof. The manner of obtaining such consents (and any other
      consents of the Certificateholders provided for in this Agreement or in any
      other Operative Agreement) and of evidencing the authorization of the execution
      thereof by the Certificateholders shall be subject to such reasonable
      requirements as the Owner Trustee may prescribe.

     

    Promptly
      after the execution of any amendment to the Certificate of Trust, the Owner
      Trustee shall cause the filing of such amendment with the Secretary of
      State.

     

    Prior
      to
      the execution of any amendment to this Agreement or the Certificate of Trust,
      the Owner Trustee and the Trust Administrator shall be entitled to receive
      and
      rely upon an Opinion of Counsel, at the expense of the Trust, stating that
      the
      execution of such amendment is authorized or permitted by this Agreement.
      Neither the Owner Trustee nor the Trust Administrator shall be obligated to
      enter into any such amendment which affects the Owner Trustee’s or Trust
      Administrator’s own rights, duties or immunities under this Agreement or
      otherwise.

     

    Section
      10.02.  No
      Legal Title to Trust Estate in Certificateholders.
      The
      Certificateholders shall not have legal title to any part of the Trust Estate
      and shall only be entitled to receive distributions with respect to their
      respective undivided beneficial interest therein pursuant to Section 4.02 once
      all amounts then owing with respect to the Notes have been paid in accordance
      with the Indenture. No transfer, by operation of law of any right, title and
      interest of any Certificateholder in and to its undivided beneficial interest
      in
      the Trust Estate or hereunder shall operate to terminate this Agreement or
      the
      trusts hereunder or entitle any successor transferee to an accounting or to
      the
      transfer to it of legal title to any part of the Trust Estate.

     

    Section
      10.03.  Pledge
      of Collateral by Owner Trustee is Binding.
      The
      pledge of the Collateral to the Indenture Trustee by the Trust made under the
      Indenture and pursuant to the terms of this Agreement shall bind each
      Certificateholder and shall be effective to transfer or convey the rights of
      the
      Trust and each Certificateholder in and to such Collateral to the extent set
      forth in the Indenture. No purchaser or other grantee shall be required to
      inquire as to the authorization, necessity, expediency or regularity of such
      pledge or as to the application of any proceeds with respect thereto by the
      Owner Trustee.

     

    Section
      10.04.  Limitations
      on Rights of Others.
      Nothing
      in this Agreement, whether express or implied (except for Section 7.04), shall
      be construed to give to any Person other than the Owner Trustee and the
      Certificateholders any legal or equitable right in the Trust Estate or under
      or
      in respect of this Agreement or any covenants, conditions or provisions
      contained herein.

     

    Section
      10.05.  Notices.
      Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and delivered by hand, by courier or mailed by certified
      mail, postage prepaid, (a) if to the Owner Trustee or the Trust, addressed
      to it
      at the Corporate Trust Office of the Owner Trustee or to such other address
      as
      the Owner Trustee may have set forth in a written notice to the
      Certificateholders and the Depositor addressed to it at the address set forth
      for such Certificateholders in the Certificate Register; (b) if to the Trust
      Administrator, addressed to it at the Corporate Trust Office of the Trust
      Administrator; and (c) if to the Depositor, addressed to it at IndyMac ABS,
      Inc., 155 North Lake Avenue, Pasadena, California 91101, Attention: _________
      200_-__. Whenever any notice in writing is required to be given by the Owner
      Trustee or the Trust Administrator, such notice shall be deemed given and such
      requirement satisfied if such notice is mailed by certified mail, postage
      prepaid, addressed as provided above.

     

    Section
      10.06.  Severability.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    Section
      10.07.  Separate
      Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     

    Section
      10.08.  Successors
      and Assigns.
      All
      representations, warranties, covenants and agreements contained herein shall
      be
      binding upon, and inure to the benefit of, the Owner Trustee and its successors
      and assigns and the Depositor and each Certificateholder and its respective
      successors, all as herein provided. Any request, notice, direction, consent,
      waiver or other instrument or action by any Certificateholder shall bind the
      successors of each such Certificateholder.

     

    Section
      10.09.  Headings.
      The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

     

    Section
      10.10.  Governing
      Law.
      THIS
      AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO THE CONFLICT OF
      LAWS PROVISIONS THEREOF, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
      PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    Section
      10.11.  No
      Petition.

     

    (a)  The
      Owner
      Trustee and the Trust Administrator, by entering into this Agreement, each
      Certificateholder, by accepting the Certificates, and the Indenture Trustee
      and
      each Noteholder, by accepting the benefits of this Agreement, hereby covenant
      and agree that they will not at any time institute against the Depositor or
      the
      Trust, or join in any institution against the Depositor or the Trust of, any
      bankruptcy under any United States federal or state bankruptcy or similar law
      in
      connection with any obligations relating to the Certificates, the Notes, this
      Agreement or any of the other Operative Agreements; provided,
      however,
      nothing
      contained herein shall prohibit the Indenture Trustee from filing proofs of
      claim.

     

    (b)  The
      Depositor shall not be liable for the default or misconduct of the Trust
      Administrator, the Owner Trustee, the Indenture Trustee or the Certificate
      Paying Agent under any of the Operative Agreements or otherwise and the
      Depositor shall have no obligation or liability to perform the obligations
      of
      the Trust under this Agreement or the Operative Agreements that are required
      to
      be performed by the Trust Administrator under the Sale and Servicing Agreement
      or the Indenture Trustee under the Indenture.

     

    Section
      10.12.  No
      Recourse.
      Each
      Certificateholder by accepting a Certificate acknowledges that such
      Certificateholder’s Certificate represents a beneficial interest in the Trust
      only and does not represent an interest in or an obligation of the Depositor,
      the Trust Administrator, the Owner Trustee, any co-trustee, the Bank or any
      Affiliate thereof (other than the Trust) and no recourse may be had against
      such
      parties or their assets, except as may be expressly set forth or contemplated
      in
      this Agreement, the Certificates or the other Operative Agreements.

     

    Section
      10.13.  Customer
      Identification.

     

    The
      Depositor’s legal name, principal place of business, local office or other
      physical location street address is IndyMac ABS, Inc., 155 North Lake Avenue,
      Pasadena, California 91101, and its government issued identification number
      is
      [         ]. The Seller’s legal
      name, principal place of business, local office or other physical location
      street address is _________
      __________________________________________________________________. In
      connection with any federal, state or local laws requiring financial
      institutions to obtain, verify and record information that identifies each
      person or entity who opens an account, the Owner Trustee may request, and the
      Seller and the Depositor agree to promptly provide to the Owner Trustee, copies
      of documentation which substantiates the identity of the Depositor or the
      Seller, as applicable. Such documentation may include, but is not limited to,
      financial statements, government licenses, certified copies of formation
      documents or identification documentation of principals claiming to represent
      such party.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      XI

     

    OFFICERS

     

    Section
      11.01.  Appointment
      of Officers.
      The
      Trust may have one or more Officers who are hereby empowered to take and are
      responsible for performing all ministerial duties on behalf of the Trust
      pursuant to this Agreement and the other Operative Agreements, including,
      without limitation, the execution of the Officers’ Certificate (as defined in
      the Indenture), the Trust Order (as defined in the Indenture), the Trust Request
      (as defined in the Indenture), the annual compliance report required under
      Section 3.09 of the Indenture, and any annual reports, documents and other
      reports which the Trust is required to file with the Securities and Exchange
      Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended. Each of the Chairman of the Board, the Chief Executive
      Officer, the President, each Senior Vice President and each Vice President
      of
      the Depositor is hereby appointed as an Officer of the Trust. The Depositor
      shall promptly deliver to the Owner Trustee and the Indenture Trustee a list
      of
      its officers who shall become the Officers of the Trust pursuant to this Section
      11.01.

     

    Section
      11.02.  Officers
      to Provide Information to the Owner Trustee.
      It
      shall be the duty of each Officer to keep the Owner Trustee reasonably and
      promptly informed as to material events relating to the Trust, including,
      without limitation, all claims pending or threatened against the Trust, the
      purchase and sale of any material portion of the Trust Estate and the execution
      by such Officer on behalf of the Trust of any material agreements or
      instruments.

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
      duly
      executed by their respective officers hereunto duly authorized, as of the day
      and year first above written.

     

     

    IndyMac
      ABS, INC., as Depositor

     

     

    By:
      _____________________________________

    Name:

    Title:

     

     

    ________________________________________,

    not
      in
      its individual capacity but solely as

    Owner
      Trustee

     

     

    By:
      _____________________________________

    Name:

    Title:

     

     

    ________________________________________,

    not
      in
      its individual capacity but solely as Trust Administrator

     

     

    By:
      _____________________________________

    Name:

    Title:

     

     

    Acknowledged
      and Agreed, solely

    for
      purposes of Sections 2.11, 7.01, 7.02, 7.03 and 10.13:

     

     

    _________________________________

     

     

    By:
      ______________________________

    Name:

    Title:

     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A

     

    FORM
      OF
      NOTES

     

    


    [See
      certificates delivered at closing.]

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      B

     

    [RESERVED]

     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      C

     

    FORM
      OF
      CERTIFICATE OF TRUST OF


     

    [                                ]
      200__-[   ]

     

    THIS
      Certificate of Trust of
      [                                ]
      200__-[   ] (the “Trust”), is being duly executed and filed by
      the undersigned, as trustee, to form a statutory trust under the Delaware
      Statutory Trust Act (12 DEL. C., Sections 3801 et seq.) (the
“Act”).

     

    1. NAME.
      The
      name of the statutory trust formed hereby is
“[                                ]
      200__-[   ].”

     

    2. DELAWARE
      TRUSTEE. The name and business address of the trustee of the Trust in the State
      of Delaware are _________________________, ____________________, Attention:
      ________________.

     

    3. EFFECTIVE
      DATE. This Certificate of Trust shall be effective upon filing.

     

    IN
      WITNESS WHEREOF, the undersigned, being the owner trustee of the Trust, has
      executed this Certificate of Trust in accordance with Section 3811(a) of the
      Act.

     

     

    _________________________________________,

    as
      Owner
      Trustee

     

     

    By:
      ______________________________________

    Name:

    Title:

     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      D-1

     

    FORM
      OF
      RULE 144A INVESTMENT LETTER

     

                                                                                                                                                                           
      __________________

    Date

     

    _________________________,

    as
      Certificate Registrar

    _________________________

    _________________________

    


    Attention:
      Corporate Trust Department

     

    Re:  
      [                                ]
      200__-[   ]

            
      Ownership Certificate 

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the _________ Mortgage Investment Trust
      200_-__ Ownership Certificate (the “Certificate”), we certify that (a) we
      understand that the Certificate has not been registered under the Securities
      Act
      of 1933, as amended (the “Act”), or any state securities laws and is being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have such knowledge and
      experience in financial and business matters that we are capable of evaluating
      the merits and risks of investment in the Certificate, (c) we have had the
      opportunity to ask questions of and receive answers from IndyMac ABS, Inc.
      (the
“Depositor”) concerning the purchase of the Certificate and all matters relating
      thereto or any additional information deemed necessary to our decision to
      purchase the Certificate, (d) we have not, nor has anyone acting on our behalf,
      offered, transferred, pledged, sold or otherwise disposed of the Certificate
      or
      any interest in the Certificate, or solicited any offer to buy, transfer, pledge
      or otherwise dispose of the Certificate or any interest in the Certificate
      from
      any person in any manner, or made any general solicitation by means of general
      advertising or in any other manner, or taken any other action that would
      constitute a distribution of the Certificate under the Act or that would render
      the disposition of the Certificate a violation of Section 5 of the Act or any
      state securities laws or require registration pursuant thereto, and we will
      not
      act, or authorize any person to act, in such manner with respect to the
      Certificate and (e) we are a “qualified institutional buyer” as that term is
      defined in Rule 144A under the Act (“Rule 144A”). We are aware that the sale to
      us is being made in reliance on Rule 144A.

     

    We
      are
      acquiring the Certificate for our own account or for resale pursuant to Rule
      144A and understand that such Certificate may be resold, pledged or transferred
      only (1) to a person reasonably believed to be a qualified institutional buyer
      that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge or transfer
      is being made in reliance on Rule 144A or (2) pursuant to another exemption
      from
      registration under the Act.

     

    In
      addition, we hereby certify that we are not an employee benefit plan or other
      retirement arrangement 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 other substantially similar law)
      or
      any person acting on behalf of or using the assets of any such
      plan.

     

    We
      hereby
      acknowledge that under the terms of the Amended and Restated Trust Agreement
      among IndyMac ABS, Inc., as Depositor, _________________________, as Owner
      Trustee, and _____________________, as Trust Administrator, dated _________
      ,
      200_, no transfer of the Certificate shall be permitted to be made to any person
      unless the Certificate Registrar has received a certificate from such transferee
      in the form hereof.

     

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

     

    Very
      truly yours,

     

    [Name
      of
      Transferee]

     

     

    By:
      ____________________________________

    Name:

    Title:

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      D-2

     

    FORM
      OF
      NON-RULE 144A INVESTMENT LETTER

     

                                                                                                                                                                           
      __________________

    Date

     

    __________________________,

    as
      Certificate Registrar

    __________________________

    __________________________

    


    Attention:
      Corporate Trust Department

     

    Re:  
      [                                ]
      200__-[   ]

            
      Ownership Certificate 

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the _________ Mortgage Investment Trust
      200_-__ Ownership Certificate (the “Certificate”) we certify that (a) we
      understand that the Certificate has not been registered under the Securities
      Act
      of 1933, as amended (the “Act”), or any state securities laws and is being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Rule 501(a)(1), (2), (3) or (7) under the Act, and have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investment in the Certificate, (c) we
      have
      had the opportunity to ask questions of and receive answers from the Depositor
      concerning the purchase of the Certificate and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificate, (d) we are acquiring the Certificate for investment for our own
      account and not with a view to any distribution of such Certificate (but without
      prejudice to our right at all times to sell or otherwise dispose of the
      Certificate in accordance with clause (f) below), (e) we have not offered or
      sold any Certificate to, or solicited offers to buy any Certificate from, any
      person, or otherwise approached or negotiated with any person with respect
      thereto, or taken any other action that would result in a violation of Section
      5
      of the Act or any state securities laws and (f) we will not sell, transfer
      or
      otherwise dispose of any Certificate unless (1) such sale, transfer or other
      disposition is made pursuant to an effective registration statement under the
      Act and in compliance with any relevant state securities laws or is exempt
      from
      such registration requirements and, if requested, we will at our expense provide
      an opinion of counsel satisfactory to the addressees of this certificate that
      such sale, transfer or other disposition may be made pursuant to an exemption
      from the Act, (2) the purchaser or transferee of such Certificate has executed
      and delivered to you a certificate to substantially the same effect as this
      certificate and (3) the purchaser or transferee has otherwise complied with
      any
      conditions for transfer set forth in the Amended and Restated Trust Agreement
      dated _________ , 200_, among IndyMac ABS, Inc., as Depositor,
      _________________________, as Owner Trustee and __________________, as Trust
      Administrator (the “Trust Agreement”).

     

    In
      addition, we hereby certify that we are not an employee benefit plan or other
      retirement arrangement 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 other substantially similar law)
      or
      any person acting on behalf of or using the assets of any such
      plan.

     

    We
      hereby
      acknowledge that under the terms of the Trust Agreement, no transfer of the
      Certificate shall be permitted to be made to any person unless the Certificate
      Registrar has received a certificate from such transferee in the form
      hereof.

     

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

     

    Very
      truly yours,

     

    [Name
      of
      Transferee]

     

     

    By:
      _____________________________________

    Name:

    Title:

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      E

     

    FORM
      OF
      CERTIFICATE OF BENEFICIAL OWNER

     

    _________________________

    _________________________
      

    _________________________

    Attention:
      _________ 200_-__

    


    _________________________

    _________________________

    _________________________

    Attention:
      _________ 200_-__

     

    
      	 	
              Re:

            	
              [                                ]
                200__-[   ]

            


    

     

     

    Ladies
      and Gentlemen:

     

    This
      representation and warranty is delivered pursuant to Section 3.03 of the Amended
      and Restated Trust Agreement dated _________ , 200_ (the “Agreement”), among
      IndyMac ABS, Inc., as depositor (the “Depositor”), _________________________, as
      owner trustee (the “Owner Trustee”), and _____________________, as trust
      administrator (the “Trust Administrator”), in connection with the transfer by
      [Residential Asset Securitization Trust][IndyMac INDX Mortgage Loan Trust]
      200__-[A][AR][IP] (the “Trust”) to the undersigned as beneficial owner (the
“Beneficial Owner”) of a 100% Percentage Interest in the Ownership Certificate.
      Capitalized terms used but not defined in this document have the meanings
      ascribed to them in the Agreement.

     

    The
      Beneficial Owner hereby certifies that it has received a copy of the Agreement
      and that it understands the restrictions on transferability of the Ownership
      Certificate and the indemnity provisions set forth in Section 3.03 of the
      Agreement. In connection with the transfer of the Ownership Certificate to
      the
      Beneficial Owner, the Beneficial Owner represents and warrants
      that:

     

    
      	 	
              (1)

            	
              [The
                Beneficial Owner either (i) qualifies for taxation as a real estate
                investment trust (a “REIT”) within the meaning of Sections 856 and 857 of
                the Internal Revenue Code of 1986, as amended (the “Code”), (ii) is a
                qualified REIT subsidiary within the meaning of Section 856(i) of
                the Code
                or (iii) is an entity (a “Disregarded Entity”) that is both (A) solely
                owned by an entity described in (i) or (ii) and (B) is disregarded
                as an
                entity separate from its owner within the meaning of Section
                301.7701-2(c)(2) of the Treasury
                Regulations.]

            


    

     

    
      	 	
              (2)

            	
              The
                Beneficial Owner hereby agrees to be subject to the indemnification
                provisions set out in Section 3.03 of the
                Agreement.

            


    

     

    
      	 	
              (3)

            	
              The
                Beneficial Owner hereby agrees to be subject to the provisions governing
                events of default set out in the Indenture among the Trust, as issuer,
                _____________________, as Trust Administrator, and
                _____________________________, as indenture trustee, dated as of
                _________
                , 200_.

            


    

     

    
      	 	
              (4)

            	
              [The
                Beneficial Owner hereby agrees to notify the Trust within sixty (60)
                days
                of the date on which the Beneficial Owner discovers that it has failed
                to
                qualify as a REIT, a qualified REIT subsidiary or Disregarded Entity
                at
                any time at which the Beneficial Owner owns the Ownership
                Certificate.]

            


    

     

    
      	 	
              (5)

            	
              The
                Beneficial Owner is not, and on _________ , 200_, will not be, an
                employee
                benefit plan or other retirement arrangement subject to Section 406
                of the
                Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or
                Section 4975 of the Code or any substantially similar applicable
                law
                (collectively, a “Plan”) or a person acting on behalf of or investing the
                assets of any such Plan to acquire the Ownership
                Certificate.

            


    

     

    
      	 	
              (6)

            	
              The
                Beneficial Owner hereby acknowledges that under the terms of the
                Agreement, no transfer of the Ownership Certificate shall be permitted
                to
                be made to any person unless the Certificate Registrar has received
                a
                certificate from such transferee to the effect that such transferee
                is not
                a Plan and is not using the assets of any Plan to acquire the Ownership
                Certificate.

            


    

     

    
      	 	
              (7)

            	
              The
                Beneficial Owner will not transfer the Ownership Certificate to any
                person
                or entity (i) as to which the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in this affidavit, and (ii) without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Certificate Registrar a written statement
                substantially in the form of Exhibit F to the
                Agreement.

            


    

     

    
      	 	
              (8)

            	
              No
                Beneficial Note will be transferred to a party unrelated to the Beneficial
                Owner of the Ownership Certificate unless the Retained Note will
                be
                treated as indebtedness for U.S. federal income tax purposes immediately
                after the transfer.

            


    

     

    
      	 	
              (9)

            	
              The
                Holder of the Ownership Certificate will not take any action or inaction
                that would cause the Trust to be subject to any United States federal
                income taxation.

            


    

     

    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    Very
      truly yours,


     

     

    _________
      ____________________

     

     

    By:
      ___________________________________

    Name:

    Title:

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    [EXHIBIT
      F]

     

    FORM
      OF
      REPRESENTATION AND WARRANTY REGARDING TRANSFEREE’S STATUS AS A REIT OR QUALIFIED
      REIT SUBSIDIARY

     

    This
      representation and warranty is delivered pursuant to Section 3.03 of the Amended
      and Restated Trust Agreement dated _________ , 200_ (the “Agreement”), among
      IndyMac ABS, Inc., as depositor (the “Depositor”), _________________________, as
      owner trustee (the “Owner Trustee”), and _____________________, as trust
      administrator (the “Trust Administrator”), in connection with the transfer by
      [_____________________] [transferor] to the undersigned as beneficial owner
      (the
“Beneficial Owner”) of a 100% Percentage Interest in the Ownership Certificate.
      Capitalized terms used but not defined in this document have the meanings
      ascribed to them in the Agreement.

     

    The
      Beneficial Owner hereby certifies that it has received a copy of the Agreement
      and that it understands the restrictions on transferability of the Ownership
      Certificate set forth in Section 3.03 of the Agreement and the indemnity
      provisions set forth in Section 7.02 of the Agreement. In connection with the
      transfer of the Ownership Certificate to the Beneficial Owner, the Beneficial
      Owner represents and warrants that:

     

    
      	 	
              (1)

            	
              The
                Beneficial Owner either (i) qualifies for taxation as a real estate
                investment trust (a “REIT”) within the meaning of Sections 856 and 857 of
                the Internal Revenue Code of 1986, as amended (the “Code”), (ii) is a
                qualified REIT subsidiary within the meaning of Section 856(i) of
                the Code
                (a “Qualified REIT Subsidiary”) or (iii) is an entity (a “Disregarded
                Entity”) that is both (A) solely owned by an entity described in (i) or
                (ii) and (B) is disregarded as an entity separate from its owner
                within
                the meaning of Section 301.7701-2(c)(2) of the Treasury
                Regulations.

            


    

     

    
      	 	
              (2)

            	
              The
                Beneficial Owner hereby agrees to be subject to the indemnification
                provisions set out in Section 7.02 of the Agreement, and hereby warrants
                that the Beneficial Owner shall indemnify the Trust for any income
                tax
                imposed upon the Trust due to the Beneficial Owner’s failure to qualify as
                a REIT, as a Qualified REIT Subsidiary or as a Disregarded Entity
                at any
                time at which such Beneficial Owner owns the Ownership
                Certificate.

            


    

     

    
      	 	
              (3)

            	
              The
                Beneficial Owner hereby agrees to be subject to the provisions governing
                events of default set out in the Indenture among _________ Mortgage
                Investment Trust 200_-__ (the “Trust”), as issuer, _____________________,
                as trust administrator, and _____________________________, as indenture
                trustee, dated as of _________ ,
                200_.

            


    

     

    
      	 	
              (4)

            	
              The
                Beneficial Owner hereby agrees to notify the Trust within sixty (60)
                days
                of the date on which the Beneficial Owner discovers that it has failed
                to
                qualify as a REIT, a Qualified REIT Subsidiary or Disregarded Entity
                at
                any time at which the Beneficial Owner owns the Ownership
                Certificate.

            


    

     

    
      	 	
              (5)

            	
              The
                Beneficial Owner is not, and on [_________] [date of transfer] will
                not
                be, an employee benefit plan or other retirement arrangement subject
                to
                Section 406 of the Employee Retirement Income Security Act of 1974,
                as
                amended (“ERISA”) or Section 4975 of the Code or any substantially similar
                applicable law (collectively, a “Plan”) or a person acting on behalf of or
                investing the assets of any such Plan to acquire the Ownership
                Certificate.

            


    

     

    
      	 	
              (6)

            	
              The
                Beneficial Owner hereby acknowledges that under the terms of the
                Agreement, no transfer of the Ownership Certificate shall be permitted
                to
                be made to any person unless the Certificate Registrar has received
                a
                certificate from such transferee to the effect that such transferee
                (i) is
                not a Plan and is not using the assets of any Plan to acquire the
                Ownership Certificate and (ii) is a REIT, a Qualified REIT Subsidiary
                or
                Disregarded Entity.

            


    

     

    
      	 	
              (7)

            	
              The
                Beneficial Owner will not transfer the Ownership Certificate to any
                person
                or entity (i) as to which the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in this affidavit, and (ii) without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Certificate Registrar a written statement
                substantially in the form of Exhibit F to the
                Agreement.

            


    

     

    
      	 	
              (8)

            	
              The
                Holder of the Ownership Certificate will not take any action or inaction
                that would cause the Trust to be subject to any United States federal
                income taxation.

            


    

     

     

    [NAME
      OF
      BENEFICIAL OWNER],

     

     

    By:
      ___________________________________

    Name:

    Title:]