INDENTURE



 Exhibit 4.1 
  

INDENTURE 
  
 among 
  
 NEW
YORK MORTGAGE TRUST 2005-3, 
 Issuer 
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION 
 Trust
Administrator 
  
 and 
  
 U.S. BANK NATIONAL ASSOCIATION 
 Indenture Trustee 
  
 Dated as of December 1, 2005 









 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE	  	 
			
	 Section 1.01.
	  	 Definitions
	  	2
	 Section 1.02.
	  	 Incorporation by Reference of Trust Indenture Act
	  	7
	 Section 1.03.
	  	 Rules of Construction
	  	8
		
	ARTICLE TWO THE NOTES	  	 
			
	 Section 2.01.
	  	 Form
	  	8
	 Section 2.02.
	  	 Executions Authentication and Delivery
	  	9
	 Section 2.03.
	  	 Limitation on Transfer of Notes
	  	10
	 Section 2.04.
	  	 Registration; Registration of Transfer and Exchange
	  	11
	 Section 2.05.
	  	 Mutilated, Destroyed, Lost or Stolen Notes
	  	12
	 Section 2.06.
	  	 Persons Deemed Owners
	  	13
	 Section 2.07.
	  	 Payment of Principal and Interest
	  	13
	 Section 2.08.
	  	 Cancellation
	  	14
	 Section 2.09.
	  	 Release of Collateral
	  	14
	 Section 2.10.
	  	 Book-Entry Notes
	  	15
	 Section 2.11.
	  	 Notices to Clearing Agency
	  	16
	 Section 2.12.
	  	 Definitive Notes
	  	16
	 Section 2.13.
	  	 Tax Treatment
	  	16
		
	ARTICLE THREE COVENANTS	  	 
			
	 Section 3.01.
	  	 Payment of Principal and Interest
	  	17
	 Section 3.02.
	  	 Maintenance of Office or Agency
	  	17
	 Section 3.03.
	  	 Money for Payments to be Held in Trust
	  	17
	 Section 3.04.
	  	 Existence
	  	19
	 Section 3.05.
	  	 Protection of Collateral
	  	19
	 Section 3.06.
	  	 Opinions as to Collateral
	  	20
	 Section 3.07.
	  	 Performance of Obligations
	  	20
	 Section 3.08.
	  	 Negative Covenants
	  	21
	 Section 3.09.
	  	 Annual Statement as to Compliance
	  	22
	 Section 3.10.
	  	 Treatment of Notes as Debt for Tax Purposes
	  	22
	 Section 3.11.
	  	 [Reserved]
	  	22
	 Section 3.12.
	  	 No Other Business
	  	22
	 Section 3.13.
	  	 No Borrowing
	  	22
	 Section 3.14.
	  	 [Reserved]
	  	22
	 Section 3.15.
	  	 Guarantees, Loans, Advances and Other Liabilities
	  	22
	 Section 3.16.
	  	 Capital Expenditures
	  	23
	 Section 3.17.
	  	 Removal of Trust Administrator
	  	23
	 Section 3.18.
	  	 Restricted Payments
	  	23
	 Section 3.19.
	  	 Notice of Events of Default
	  	23

  

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	 Section 3.20.
	  	 Further Instruments and Acts
	  	23
	 Section 3.21.
	  	 Covenants of the Issuer
	  	23
	 Section 3.22.
	  	 Representations and Warranties of the Issuer
	  	24
		
	ARTICLE FOUR SATISFACTION AND DISCHARGE	  	 
			
	 Section 4.01.
	  	 Satisfaction and Discharge of Indenture
	  	24
	 Section 4.02.
	  	 Application of Trust Money
	  	26
	 Section 4.03.
	  	 Repayment of Moneys Held by Paying Agent
	  	26
	 Section 4.04.
	  	 Trust Money Received by Indenture Trustee
	  	26
		
	ARTICLE FIVE REMEDIES	  	 
			
	 Section 5.01.
	  	 Events of Default
	  	26
	 Section 5.02.
	  	 Acceleration of Maturity; Rescission and Annulment
	  	27
	 Section 5.03.
	  	 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	  	28
	 Section 5.04.
	  	 Remedies; Priorities
	  	30
	 Section 5.05.
	  	 Optional Preservation of the Collateral
	  	32
	 Section 5.06.
	  	 Limitation of Suits
	  	32
	 Section 5.07.
	  	 Unconditional Rights of Noteholders To Receive Principal and Interest
	  	33
	 Section 5.08.
	  	 Restoration of Rights and Remedies
	  	33
	 Section 5.09.
	  	 Rights and Remedies Cumulative
	  	33
	 Section 5.10.
	  	 Delay or Omission Not a Waiver
	  	33
	 Section 5.11.
	  	 Control by Noteholders
	  	33
	 Section 5.12.
	  	 Waiver of Past Defaults
	  	34
	 Section 5.13.
	  	 Undertaking for Costs
	  	34
	 Section 5.14.
	  	 Waiver of Stay or Extension Laws
	  	34
	 Section 5.15.
	  	 Action on Notes
	  	35
	 Section 5.16.
	  	 Performance and Enforcement of Certain Obligations
	  	35
		
	ARTICLE SIX THE INDENTURE TRUSTEE	  	 
			
	 Section 6.01.
	  	 Duties of Indenture Trustee
	  	36
	 Section 6.02.
	  	 Rights of Indenture Trustee
	  	37
	 Section 6.03.
	  	 Individual Rights of Indenture Trustee
	  	38
	 Section 6.04.
	  	 Indenture Trustee’s Disclaimer
	  	38
	 Section 6.05.
	  	 Notice of Defaults
	  	38
	 Section 6.06.
	  	 Reports by Indenture Trustee to Holders
	  	38
	 Section 6.07.
	  	 Compensation and Indemnity
	  	39
	 Section 6.08.
	  	 Replacement of Indenture Trustee
	  	39
	 Section 6.09.
	  	 Successor Indenture Trustee by Merger
	  	40
	 Section 6.10.
	  	 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	  	41
	 Section 6.11.
	  	 Eligibility; Disqualification
	  	42
	 Section 6.12.
	  	 Representations and Warranties
	  	42
	 Section 6.13.
	  	 Preferential Collection of Claims Against Issuer
	  	43

  

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	ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS	  	 
			
	 Section 7.01.
	  	 Note Registrar To Furnish to the Indenture Trustee the Names and Addresses of Noteholders
	  	43
	 Section 7.02.
	  	 Preservation of Information: Communications to Noteholders
	  	43
	 Section 7.03.
	  	 Reports by Issuer
	  	43
	 Section 7.04.
	  	 Reports by Indenture Trustee
	  	44
		
	ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES	  	 
			
	 Section 8.01.
	  	 Collection of Money
	  	44
	 Section 8.02.
	  	 Collection Account
	  	44
	 Section 8.03.
	  	 Release of Collateral
	  	45
		
	ARTICLE NINE SUPPLEMENTAL INDENTURES	  	 
			
	 Section 9.01.
	  	 Supplemental Indentures Without Consent of Noteholders
	  	45
	 Section 9.02.
	  	 Supplemental Indentures with Consent of Noteholders
	  	46
	 Section 9.03.
	  	 Execution of Supplemental Indentures
	  	47
	 Section 9.04.
	  	 Effect of Supplemental Indenture
	  	47
	 Section 9.05.
	  	 Conformity with Trust Indenture Act
	  	47
	 Section 9.06.
	  	 Reference in Notes to Supplemental Indentures
	  	48
	 Section 9.07.
	  	 Opinion of Counsel
	  	48
		
	ARTICLE TEN REDEMPTION OF NOTES	  	 
			
	 Section 10.01.
	  	 Redemption
	  	48
	 Section 10.02.
	  	 Form of Redemption Notice
	  	48
	 Section 10.03.
	  	 Notes Payable on Redemption Date
	  	49
		
	ARTICLE ELEVEN MISCELLANEOUS	  	 
			
	 Section 11.01.
	  	 Compliance Certificates and Opinions, etc.
	  	49
	 Section 11.02.
	  	 Form of Documents Delivered to Indenture Trustee
	  	50
	 Section 11.03.
	  	 Acts of Noteholders
	  	50
	 Section 11.04.
	  	 Notices, etc., to Indenture Trustee, Trust Administrator, Issuer and Rating Agencies
	  	51
	 Section 11.05.
	  	 Notices to Noteholders; Waiver
	  	51
	 Section 11.06.
	  	 Conflict with Trust Indenture Act
	  	52
	 Section 11.07.
	  	 Effect of Headings and Table of Contents
	  	52
	 Section 11.08.
	  	 Successors and Assigns
	  	52
	 Section 11.09.
	  	 Severability
	  	52
	 Section 11.10.
	  	 Benefits of Indenture and Consents of Noteholders
	  	52
	 Section 11.11.
	  	 Legal Holidays
	  	53
	 Section 11.12.
	  	 Governing Law
	  	53
	 Section 11.13.
	  	 Counterparts
	  	53
	 Section 11.14.
	  	 Recording of Indenture
	  	53
	 Section 11.15.
	  	 Trust Obligations
	  	53

  

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	 Section 11.16.
	  	 No Petition
	  	54
	 Section 11.17.
	  	 Inspection
	  	54

  
 EXHIBITS 
  

			
	 EXHIBIT A
	  	 Forms of Notes

	 EXHIBIT B
	  	 [Reserved]

	 EXHIBIT C
	  	 Form of ERISA Transfer Affidavit


  

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 This INDENTURE, dated as of December 1, 2005, (this “Indenture”) is among NEW YORK
MORTGAGE TRUST 2005-3, a Delaware statutory trust (the “Issuer”), Wells Fargo Bank, National Association, as Trust Administrator (the “Trust Administrator”) and U.S. Bank National Association, as indenture trustee and not in its
individual capacity (the “Indenture Trustee”). 
  
 Each
party agrees as follows for the benefit of the other party, for the equal and ratable benefit of the Holders of the Issuer’s variable rate Notes in the Classes specified herein (the “Notes”): 
  
 GRANTING CLAUSE 
  
 The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders
of the Notes, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) the Trust Estate (as defined in the Transfer and Servicing Agreement); (ii) the Issuer’s rights and benefits but
none of its obligations under the Transfer and Servicing Agreement (including the Issuer’s right to cause the Seller to repurchase Mortgage Loans from the Issuer under the circumstances described therein); (iii) the Issuer’s rights
and benefits but none of its obligations under the Custodial Agreement; (iv) the Issuer’s rights and benefits but none of its obligations under the Mortgage Loan Purchase Agreement; (v) the Trust Account, the Pre-Funding Account and
the Interest Rate Cap Account, all amounts and property in each such account, and the Security Entitlements to all Financial Assets credited to such accounts from time to time; (vi) the Interest Rate Cap Agreement and all rights of the Trust
and payments thereunder; (vii) all other property of the Trust from time to time; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or
under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). 
  
 The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to
secure (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under the Indenture with respect to the Notes, and (iii) compliance with the provisions of this
Indenture, all as provided in this Indenture. 
  
 The Indenture
Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required of it in this
Indenture in accordance with its terms. 
  

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 ARTICLE ONE 
  
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 Section 1.01. Definitions. (a) Except as otherwise specified herein or as the context may otherwise require, the following terms have the
respective meanings set forth below for all purposes of this Indenture. 
  
 Act: The meaning specified in Section 11.03(a). 
  
 Authorized Officer: With respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by
the Owner Trustee to the Indenture Trustee and the Trust Administrator on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Transfer and Servicing Agreement is in effect, any Vice
President, Assistant Vice President, Trust Officer or more senior officer of the Trust Administrator who is authorized to act for the Trust Administrator in matters relating to the Issuer and to be acted upon by the Trust Administrator pursuant to
the Transfer and Servicing Agreement and who is identified on the list of Authorized Officers delivered by the Trust Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time
thereafter). 
  
 Book-Entry Notes: Beneficial interests in
Notes designated as “Book-Entry Notes” in this Indenture, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 2.11; provided, that after the occurrence of a
condition whereupon Definitive Notes are to be issued to Note Owners, such Book-Entry Notes shall no longer be “Book-Entry Notes.” 
  
 Certificate of Trust: The certificate of trust of the Issuer substantially in the form of Exhibit C to the Trust Agreement. 
  
 Class A Notes: Each of the Class A-1, Class A-2 and
Class A-3 Notes. 
  
 Class M Notes: Each of the Class
M-1 and Class M-2 Notes. 
  
 Class Principal Amount: Means
with respect to any class of Notes, the initial Note principal balance of such class as of the Closing Date, less the amount of all principal payments previously paid with respect to such Note. For the avoidance of doubt, such amount shall not be
reduced by any Realized Losses or Principal Deficiency Amounts. 
  
 Clearing Agency: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, as amended. As of the Closing Date, the Clearing Agency shall be The Depository Trust Company. 

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

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 Clearstream: Clearstream Banking Luxembourg, and any successor thereto. 
  
 Code: The Internal Revenue Code of 1986, as amended. 
  
 Collateral: The meaning specified in the Granting Clause of this
Indenture. 
  
 Commission: The Securities and Exchange
Commission. 
  
 Current Interest: As defined in the
Transfer and Servicing Agreement. 
  
 Default: Any
occurrence that is, or with notice or the lapse of time or both would become, an Event of Default. 
  
 Definitive Note: A Note of any Class issued in definitive, fully registered, certificated form. 
  
 Depository Institution: Any depository institution or trust company,
including the Indenture Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has
outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated in the highest rating category by each Rating Agency, or is otherwise acceptable to each Rating Agency. 
  
 ERISA: The Employee Retirement Income Security Act of 1974, as
amended. 
  
 Euroclear: Euroclear SA/NV, as operator of the
Euroclear System. 
  
 Event of Default: The meaning
specified in Section 5.01. 
  
 Exchange Act: The
Securities Exchange Act of 1934, as amended. 
  
 Executive
Officer: With respect to any corporation or limited liability company, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Manager, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such entity; and with respect to any partnership, any general partner thereof. 
  
 Global Securities: The meaning specified in Section 2.01(a). 
  
 Grant: Mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security
interest in and a right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the
granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive
notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive 

  

 3 








 
anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. 
  
 Holder or Noteholder: A Person in whose name a Note is
registered on the Note Register. 
  
 Independent: When used
with respect to any specified Person, that such Person (a) is in fact independent of the Issuer, any other obligor on the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest
or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller or any Affiliate of any
of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. 
  
 Independent Certificate: A certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof. 
  
 Issuer: New York Mortgage Trust 2005-3, a Delaware statutory trust, or any successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the Notes. 
  
 Issuer Order or Issuer Request: A written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee. 
  
 Non-Priority Class Note: As of any date of determination, any
Outstanding Note other than the related Notes that comprise the Priority Class Notes. 
  
 Note: Any of the Class A-1, Class A-2, Class A-3, Class M-1 and Class M-2 Notes issued pursuant to this Indenture, substantially in the forms attached hereto as Exhibit A. 
  
 Note Owner or Owner: With respect to a Book-Entry Note, the Person
that is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing Agency), and with respect to a Definitive Note, the Person that is the registered owner of such Note as reflected in the Note Register. 
  
 Note Register: The meaning specified in Section 2.04. 

 
 Note Registrar: The meaning specified in Section 2.04. The
initial Note Registrar shall be the Trust Administrator. 
  
 Officer’s Certificate: A certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of 

  

 4 








 
Section 11.01, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate
shall be to an Officer’s Certificate of any Authorized Officer of the Issuer. 
  
 Opinion of Counsel: One or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be employees of or counsel to the Depositor and who shall be satisfactory to the
Indenture Trustee and the Trust Administrator, which opinion shall be addressed to the Indenture Trustee and the Trust Administrator; provided, however, that with respect to the interpretation or application of the federal income tax
matters, such counsel must be Independent of the Indenture Trustee and the Master Servicer and must be nationally recognized as expert in the tax aspects of asset securitization. 
  
 Outstanding: As of the date of determination, all Notes theretofore authenticated and delivered under this Indenture
except: 
  
 (i) Notes theretofore cancelled by
the Note Registrar or delivered to the Note Registrar for cancellation; 
  
 (ii) Notes the payment for which money in the necessary amount has been theretofore deposited with the Trust Administrator or any Paying Agent in trust for the Holders of such Notes (provided, however, that if
such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision for such notice has been made, satisfactory to the Trust Administrator); and 
  
 (iii) Notes in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a protected purchaser; 
  
 provided, that in determining whether the Holders of the requisite Outstanding Balance of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any Operative Agreement, Notes owned by the Issuer, any other obligor upon the Notes, the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer, any Servicer,
the Trust Administrator or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded (unless such action requires the consent, waiver, request or demand of 100% of the Outstanding Balance
represented by a particular Class and 100% of the Outstanding Balance represented by such Class is registered in the name of one or more of the foregoing entities). Notes so owned that have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Depositor, the Owner Trustee, the
Indenture Trustee, the Master Servicer, any Servicer, the Trust Administrator or any Affiliate of any of the foregoing Persons. 
  
 Outstanding Balance: The aggregate Class Principal Amount of the Notes Outstanding as of the date of determination. 
  

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 Paying Agent: Initially, the Trust Administrator or any other Person that meets the eligibility
standards for the Indenture Trustee specified in Section 6.11 and is authorized by the Issuer, in accordance with the provisions of Section 3.03, to make payments to and distributions from the Trust Account, including payments of principal
of or interest on the Notes on behalf of the Issuer. 
  
 Permitted Transferee: Means (i) (a) a single REIT, (b) one or more Qualified REIT Subsidiaries of such REIT, or (c) an entity that is disregarded for federal income tax purposes that is wholly owned by a single
REIT or one or more Qualified REIT Subsidiaries of such REIT, (ii) a lender or repurchase agreement counterparty in a repurchase agreement or secured lending transaction that qualifies as a borrowing for federal income tax purposes or
(iii) any other entity, provided that an Opinion of Counsel is obtained to the effect that, as of the date of a transfer to such entity, the Trust will not be subject to an entity level tax. 
  
 Predecessor Note: With respect to any particular Note, every previous
Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.04 in lieu of a mutilated, lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. 
  
 Priority Class Notes: Until the Class Principal Amounts of the Senior Notes are reduced to zero and all sums payable to the Holders of the Senior Notes have been paid in full, the Senior Notes; when the Class
Principal Amounts of the Senior Notes have been reduced to zero and all amounts payable to the Holders of the Senior Notes have been paid in full, the Class M-1 Notes; when the Class Principal Amounts of the Senior Notes and the Class M-1 Notes have
been reduced to zero and all sums payable to the Holders of such Classes have been paid in full, the Class M-2 Notes. 
  
 Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding. 
  
 Prospective Owner: Each prospective purchaser and any subsequent
transferee of a Note. 
  
 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 847 of the Code. 
  
 Rating Agency Condition: With respect to any action to which the
Rating Agency Condition applies, that each Rating Agency shall have been given 10 days (or such shorter period as is acceptable to each Rating Agency) prior notice thereof and that each Rating Agency shall have notified the Depositor, the Issuer,
the Trust Administrator and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of the rated Notes. 
  

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 Redemption Date: In the case of a redemption of the Notes pursuant to Section 10.01, the
Payment Date specified by the Indenture Trustee or the Trust Administrator, as applicable, in the notice delivered pursuant to Section 10.02. 
  
 Responsible Officer: Any officer of the Indenture Trustee with direct responsibility for administration of the Indenture. 
  
 Retained Notes: Those certain Classes, or portions of certain Classes,
of Notes which, at the time of their issuance, NYMT Ownership Corporation or its parent REIT, one of the Qualified REIT Subsidiaries of such parent REIT or an entity that is disregarded for United States federal income tax purposes that is wholly
owned by the parent REIT or one of its Qualified REIT Subsidiaries acquires beneficial ownership thereof. 
  
 Senior Notes: The Class A Notes. 
  
 State: Any one of the 50 States of the United States of America or the District of Columbia. 
  
 Transfer and Servicing Agreement: The Transfer and Servicing Agreement
dated as of December 1, 2005, among the Issuer, NYMT Securities Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer and trust administrator, U.S. Bank National Association, as indenture trustee, New York
Mortgage Funding, LLC, as seller, NYMT Servicing Corporation, as servicer, Cenlar FSB, as subservicer, as such may be amended or supplemented from time to time. 
  

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

 
 Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Transfer and Servicing Agreement. 
  
 Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 
  
 “Commission” means the Securities and Exchange Commission. 
  
 “indenture securities” means the Notes. 
  
 “indenture security holder” means a Noteholder. 
  
 “indenture to be qualified” means this Indenture. 
  
 “indenture trustee” or “institutional trustee” means the Indenture Trustee. 
  

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 “obligor” on the indenture securities means the Issuer and any other obligor on the indenture
securities. 
  
 All other TIA terms used in this Indenture that
are defined in the TIA, defined by TIA reference to another statute or defined by rule of the Securities and Exchange Commission have the respective meanings assigned to them by such definitions. 
  
 Section 1.03. Rules of Construction. Unless the context otherwise
requires: 
  
 (i) a term has the meaning assigned
to it; 
  
 (ii) an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time; 
  
 (iii) “or” is not exclusive; 
  
 (iv) “including” means including without limitation; 
  
 (v) words in the singular include the plural and words in the plural include the singular; 
  
 (vi) any agreement, instrument or statute defined or
referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns; 
  
 (vii) terms defined in the UCC and not otherwise defined herein shall have the meaning assigned to them in the UCC; and 
  
 (viii) to “U.S. dollars”, “dollars”, or
the sign “$” shall be construed as references to United States dollars which are freely transferable by residents and non-residents of the United States of America and convertible by such persons into any other freely convertible currency
unless such transferability or convertibility is restricted by any law or regulation of general application in which event references to “U.S. dollars”, “dollars”, or the sign “$” shall be construed as references to
such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts in the United States of America, and “cents” shall be construed accordingly. 
  
 ARTICLE TWO 
  
 THE NOTES 
  
 Section 2.01. Form. (a) The Notes shall be designated as the “New York Mortgage Trust 2005-3 Mortgage-Backed Notes.” The Notes,
together with the Trust Administrator’s certificate of authentication, shall be in substantially the forms set forth in Exhibit A with such appropriate 

  

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insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the Note. 
  
 The Definitive Notes and the global certificates (“Global Securities”) representing the Book-Entry Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these
methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. 
  
 Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.

  
 Section 2.02. Executions Authentication and Delivery.
The Notes shall be executed on behalf of the Issuer by any Authorized Officer of the Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile. 
  
 Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Owner Trustee
or the Trust Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

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

				
	 Class

	  	Class Principal Amount


	 A-1
	  	$	70,000,000
	 A-2
	  	$	98,267,000
	 A-3
	  	$	10,920,000
	 M-1
	  	$	25,380,000
	 M-2
	  	$	24,088,000


 The aggregate principal amounts of
such Classes of Notes outstanding at any time may not exceed such respective amounts. 
  
 The Notes will be issued in minimum principal amount denominations of $25,000 and integral multiples of $1 in excess thereof. 
  
 Any Retained Notes will be subject to the same restrictions and consequences applicable to the Ownership Certificate as set forth in Section 3.03 of
the Trust Agreement unless either (a) as of the date such Retained Notes are sold or transferred to a third party or taxable REIT subsidiary (within the meaning of the Code): (i) the owner of the Ownership Certificate is a Permitted
Transferee; (ii) no modifications have been made to the transaction documents as of the date of such sale or transfer; (iii) the respective ratings of the Retained Notes as of the date of 

  

 9 








 
such sale or transfer is not lower than the ratings for such Retained Note as of the Closing Date; and (iv) no adverse changes have been made to (or
that would adversely affect the application of) the legal authorities applicable to the Closing Date tax opinions or (b) an Opinion of Counsel is delivered that (i) the Retained Notes “will be debt” and (ii) such sale or
transfer will not result in an entity level tax on the Trust. For purposes of this Section 2.02, in determining whether a holder of Retained Notes complies with the provisions of Section 3.03 of the Trust Agreement, such holder will be
deemed to be the Certificateholder. 
  
 No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trust Administrator by the manual
signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 
  
 Section 2.03. Limitation on Transfer of Notes. (a) No transfer of
a Note in the form of a Definitive Note shall be made unless the Note Registrar shall have received a representation from the transferee of such Note, acceptable to and in form and substance satisfactory to the Note Registrar and the Depositor (such
requirement is satisfied only by the Note Registrar’s receipt of a transfer affidavit from the transferee substantially in the form of Exhibit C hereto), to the effect that such transferee (i) is not acquiring such Note for, or with the
assets of, an employee benefit plan or other retirement arrangement that is subject to Section 406 of ERISA or to Section 4975 of the Code or to any substantially similar law (“Similar Law”), or any entity deemed to hold the plan
assets of the foregoing (collectively, “Benefit Plans”), or (ii) its acquisition and holding of such Notes for, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt
violation of any Similar Law. 
  
 In the case of a Note that is a
Book-Entry Note, for purposes of clauses (i) or (ii) of the preceding paragraph, such representations shall be deemed to have been made to the Note Registrar by the transferee’s acceptance of such Note that is a Book-Entry Note (or
the acceptance by a Note Holder of the beneficial interest in such Note). 
  
 None of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability to any Person for any registration of transfer of any Note that is in fact not permitted by this Section 2.03(a) or for
the Indenture Trustee or the Paying Agent making any payments due on such Note to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered by the Note
Registrar in accordance with the foregoing requirements. In addition, none of the Indenture Trustee, the Note Registrar or the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect
to any Note in the form of a Book-Entry Note, and none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability for transfers of Book-Entry Notes or any interests therein made in violation of the restrictions on
transfer described in the Prospectus and this Indenture. 
  

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 In the event that a Note is transferred to a Person that does not meet the requirements of this
Section 2.03, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Indenture Trustee or
any intermediary; and the Trust Administrator shall not make any payments on such Note for as long as such Person is the Holder of such Note. 
  
 Each Note shall contain a legend substantially similar to the applicable legend provided in Exhibit A hereto stating that transfer of such Notes is
subject to certain restrictions as set forth herein. 
  
 (b) Any
purported transfer of a Note (or any interest therein) not in accordance with this Section 2.03 shall be null and void and shall not be given effect for any purpose hereunder. 
  
 (c) The Trust Administrator will not have the ability to monitor transfers of the Notes while they are in book-entry form
and will have no liability for transfers of Book-Entry Notes in violation of any of the transfer restrictions described in this Section 2.03. 
  
 Section 2.04. Registration; Registration of Transfer and Exchange. The Issuer shall cause the Note Registrar to keep a register (the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe and the restrictions on transfers of the Notes set forth herein, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes.
The Trust Administrator initially shall be the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or,
if it elects not to make such an appointment, assume the duties of Note Registrar. 
  
 If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the
location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. 
  
 Subject to Section 2.03 upon surrender for registration of transfer of
any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Note Registrar shall authenticate and the Noteholder shall be entitled to obtain from the Note Registrar, in the name
of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. 
  
 At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Note Registrar shall authenticate and the Noteholder shall be entitled to obtain from
the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. 
  

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 All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of
the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. 
  
 Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP. 
  
 No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Note Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.05 not involving any transfer.

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

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

  

 12 








 
any loss, damage, cost or expense incurred by the Issuer, the Note Registrar or the Indenture Trustee in connection therewith. 
  
 Upon the issuance of any replacement Note under this Section, the Issuer, the
Indenture Trustee or the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the
fees and expenses of the Indenture Trustee and the Note Registrar) connected therewith. 
  
 Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 
  
 The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
  
 Section 2.06. Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trust Administrator, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Trust Administrator, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected
by notice to the contrary. 
  
 Section 2.07. Payment of
Principal and Interest. (a) Each Class of Notes shall accrue interest at the Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. Interest
shall be computed on each Class of Notes on the basis of a 360-day year and the actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of Notes, the Trust Administrator shall determine LIBOR for each applicable
Accrual Period on the second London Business Day prior thereto, in accordance with the provisions of the Transfer and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section 6.02 of
the Transfer and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date
by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the Paying Agent at least five Business Days prior to the
related Record Date, by the Holder of a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except
that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be
made by wire transfer in immediately available funds to the account designated by such nominee, except for the final 

  

 13 








 
installment of principal payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the
Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

  
 (b) The principal of the Notes shall be payable in
installments on each Payment Date as provided herein and in the Notes, subject to Section 3.01. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on
which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Balance of the Priority Class Notes, have declared the Notes to be immediately
due and payable in the manner provided in Section 5.02. All principal payments on a Class of Notes shall be made in accordance with Section 6.02 of the Transfer and Servicing Agreement. The Trust Administrator shall notify the Person in
whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or
transmitted by facsimile no later than five Business Days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note
may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. 
  
 Section 2.08. Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Note Registrar, be delivered to the Note Registrar and shall be promptly cancelled by the Note Registrar. The Issuer may at any time deliver to the Note Registrar for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Note Registrar. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Note Registrar in accordance with its standard retention or disposal policy as in effect at the
time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Note Registrar. 
  
 Section 2.09. Release of Collateral. (a) Except as otherwise
provided in subsections (b) and (c) of this Section and the terms of the Operative Agreements, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by
(i) an Officer’s Certificate, (ii) an Opinion of Counsel, (iii) certificates in accordance with TIA Sections 314(c) and (d)(1), and (iv)(A) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or
(B) an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates; provided that no such Independent Certificates or Opinion of Counsel in lieu of such Independent
Certificates shall be necessary in respect of property released from the lien of the Indenture in accordance with the provisions hereof if such property consists solely of cash. 
  

 14 








 (b) The Servicer or any Subservicer (or if neither does so, the Master Servicer), on behalf of the
Issuer, shall be entitled to obtain a release from the lien of this Indenture for any Mortgage Loan and the Mortgaged Property at any time (i) after a payment by the Seller or the Issuer of the Purchase Price of the Mortgage Loan,
(ii) after a Qualifying Substitute Mortgage Loan is substituted for such Mortgage Loan and payment of the Substitution Amount, if any, (iii) after liquidation of the Mortgage Loan in accordance with the Transfer and Servicing Agreement and
the deposit of all Liquidation Proceeds and Insurance Proceeds in the Collection Account, (iv) upon the termination of a Mortgage Loan (due to, among other causes, a prepayment in full of the Mortgage Loan and sale or other disposition of the
related Mortgaged Property), or (v) as contemplated by Section 9.02 of the Transfer and Servicing Agreement. 
  
 (c) The Indenture Trustee shall, if requested by the Servicer or the Subservicer, temporarily release or cause the Custodian temporarily to release to
such party the Mortgage File pursuant to the provisions of Section 5.14 of the Transfer and Servicing Agreement and Section 8 of the Custodial Agreement; provided, however, that the Mortgage File shall have been stamped to signify
the Issuer’s pledge to the Indenture Trustee under the Indenture. 
  
 Section 2.10. Book-Entry Notes. Each Class of Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Trust Administrator as custodian for, the
initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a
Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant
to Section 2.12: 
  
 (i) the provisions of
this Section shall be in full force and effect; 
  
 (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or
directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; 
  
 (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this
Section shall control; 
  
 (iv) the rights of
Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository
Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the Note Registrar shall not register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and 
  

 15 








 (v) whenever this Indenture requires or permits actions to be taken based upon
instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the Notes (or the Priority Class Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has
received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture
Trustee. 
  
 Section 2.11. Notices to Clearing Agency.
Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to such Note Owners pursuant to Section 2.12, the Trust Administrator shall give all such
notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to such Note Owners. 
  
 Section 2.12. Definitive Notes. If (i) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with
respect to the Book-Entry Notes and the Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default hereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a
majority of the Outstanding Balance of the Book-Entry Notes advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners and the Clearing Agency
consents, then the Clearing Agency shall notify all Note Owners and the Note Registrar of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Note Registrar of the
typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Note Registrar shall authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar, Trust Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Notes, the Indenture Trustee and the Trust Administrator shall recognize the Holders of the Definitive Notes as Noteholders. 
  
 Section 2.13. Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the
intention that, for federal, state and local income, single business and franchise tax purposes, the Notes (other than the Retained Notes) will qualify as indebtedness of the Issuer secured by the Collateral. The Issuer, by entering into this
Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer (other than any Retained Notes that are not treated as issued and outstanding indebtedness for federal income tax purposes), unless otherwise required by applicable law. 
  

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 ARTICLE THREE 
  
 COVENANTS 
  
 Section 3.01. Payment of Principal and Interest. The Issuer will duly and punctually pay (or will cause to be duly and punctually paid) the
principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having
been paid by the Issuer to such Noteholder for all purposes of this Indenture. 
  
 The Notes shall be non-recourse obligations of the Issuer and shall be limited in right of payment to amounts available from the Collateral as provided in this Indenture. The Issuer shall not otherwise be liable for
payments of the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or this Indenture. If any other
provision of this Indenture shall be deemed to conflict with the provisions of this Section 3.01, the provisions of this Section 3.01 shall control. 
  

Section 3.02. Maintenance of Office or Agency. The Note Registrar on behalf of the Issuer will maintain an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. 
  
 Section 3.03. Money for Payments to be Held in Trust. As provided in Section 8.02, all payments of amounts due
and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Article VI of the Transfer and Servicing Agreement shall be made on behalf of the Issuer by the Indenture Trustee, the Trust
Administrator or by another Paying Agent, and no amounts so withdrawn from the such account for payments of Notes shall be paid over to the Issuer except as provided in this Section. 
  
 On or before the Business Day preceding each Payment Date, the Issuer shall deposit or cause to be deposited in the
Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee or the Trust
Administrator) shall promptly notify the Indenture Trustee and/or the Trust Administrator, as applicable, of its action or failure so to act. 
  
 The Trust Administrator is hereby appointed the initial Paying Agent. Any successor Paying Agent shall be appointed by Issuer Order with written notice
thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person that would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other than the
Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. 
  
 The Issuer shall cause each Paying Agent other than the Indenture Trustee or the Trust Administrator, as initial Paying Agent, to execute and deliver to the Indenture Trustee an 

  

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instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee or the Trust Administrator acts as Paying Agent,
it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will: 
  
 (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and in the Transfer and Servicing Agreement and pay such sums to such Persons as herein provided; 
  
 (ii) give the Indenture Trustee notice of any default by the
Issuer of which the Paying Agent has actual knowledge in the making of any payment required to be made with respect to the Notes; 
  
 (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the
Indenture Trustee all sums so held in trust by such Paying Agent; 
  
 (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying
Agent at the time of its appointment; and 
  
 (v)
comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith;
provided, however, that with respect to reporting requirements applicable to original issue discount, the accrual of market discount or the amortization of premium on the Notes, the Depositor shall have first provided the calculations
pertaining thereto and the amount of any resulting withholding taxes to the Indenture Trustee and the Paying Agent. 
  
 The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by
any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
  
 Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any
amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Holder of such Note shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be 

  

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published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New
York (including, but not limited to, The Bond Buyer), notice that such money remains unclaimed and that, after a date. specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Issuer. The Indenture Trustee or Paying Agent shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder). 
  
 Section 3.04. Existence. (a) The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor
Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and
will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or
agreement included in the Collateral. 
  
 (b) Any successor to the
Owner Trustee appointed pursuant to Section 9.03 of the Trust Agreement shall be the successor Owner Trustee under this Indenture without the execution or filing of any paper, instrument or further act to be done on the part of the parties
hereto. 
  
 (c) Upon any consolidation or merger of or other
succession to the Owner Trustee, the Person succeeding to the Owner Trustee under the Trust Agreement may exercise every right and power of the Owner Trustee under this Indenture with the same effect as if such Person had been named as the Owner
Trustee herein. 
  
 Section 3.05. Protection of Collateral.
The Issuer will from time to time execute, deliver and file all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other
action necessary or advisable to: 
  
 (i)
maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof, 
  
 (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; 
  
 (iii) enforce any rights with respect to the Collateral; or

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

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 The Issuer hereby designates each of the Indenture Trustee and the Trust Administrator as its agent and
attorneys-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.05 and hereby authorizes either of them to file in any filing office any financing statement,
amendment to financing statement, or continuation statement required to be executed pursuant to this Section 3.05. 
  
 Section 3.06. Opinions as to Collateral. On the Closing Date, the Issuer shall furnish to the Trust Administrator and the Indenture Trustee an
Opinion of Counsel to the effect that either, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation statements, as are necessary to make effective the lien and security interest of this Indenture, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective. 
  
 Section 3.07. Performance of Obligations. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material
covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument
or agreement, except as expressly provided in this Indenture, the Transfer and Servicing Agreement or such other instrument or agreement. 
  
 (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Trust Administrator pursuant to the Transfer and Servicing Agreement
to assist the Issuer in performing certain of its duties under this Indenture. 
  
 (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Agreements and in the instruments and agreements included in the Collateral,
including but not limited to filing or causing to be filed all financing statements and continuation statements required to be filed by the terms of this Indenture and the Transfer and Servicing Agreement in accordance with and within the time
periods provided for herein and therein. 
  
 (d) If a responsible
officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof.

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

 20 








 (f) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under
this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee or the Holders of at least a majority in Outstanding Balance of the Notes
affected thereby, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Operative Agreements (except to the extent
otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Trust Administrator, Master Servicer or the Depositor of its respective duties under the Transfer and Servicing Agreement; and (ii) that any
such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, payments that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes
that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes affected thereby. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such
Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem
necessary or appropriate in the circumstances. 
  
 Section 3.08.
Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not: 
  
 (i) except as expressly permitted by this Indenture, the Mortgage Loan Purchase Agreement or the Transfer and Servicing Agreement, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Collateral, unless directed to do so by the Indenture Trustee; 
  
 (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the
Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral; 
  
 (iii) (A) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden
the Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case with respect to any Collateral and arising solely as a
result of an action or omission of a Borrower or as otherwise permitted in the Transfer and Servicing Agreement) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax,
mechanics’ or other lien) or as otherwise permitted in the Transfer and Servicing Agreement) security interest in the Collateral; 
  

 21 








 (iv) dissolve or liquidate in whole or in part or merge or consolidate with any other
Person; 
  
 (v) remove the Trust Administrator
without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal; 
  
 (vi) take any other action or fail to take any action that would result in an imposition of an entity level tax on the Issuer; or

  
 (vii) except with the prior written consent
of the Noteholders, take any action described in Section 5.06 of the Trust Agreement. 
  
 Section 3.09. Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ending
December 31, 2005), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that: 
  
 (i) a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such
Authorized Officer’s supervision; and 
  
 (ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year or, if there has been a default in its compliance with
any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof. 
  
 Section 3.10. Treatment of Notes as Debt for Tax Purposes. The Issuer shall, and shall cause the Trust Administrator and the Master Servicer to,
treat the Notes as indebtedness for all federal, state and local income, single business, and franchise tax purposes (other than any Retained Notes that are not treated as issued and outstanding indebtedness for federal income tax purposes) unless
otherwise required by applicable law. 
  
 Section 3.11. [Reserved]

  
 Section 3.12. No Other Business. The Issuer shall not
engage in any business other than financing, purchasing, owning, selling and managing the Collateral in the manner contemplated by this Indenture and the Operative Agreements and activities incidental thereto. 
  
 Section 3.13. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any indebtedness other than the Notes. 
  
 Section 3.14. [Reserved]. 
  
 Section 3.15. Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Transfer and Servicing Agreement or this Indenture,
the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability 

  

 22 








 
of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends
of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. 
  
 Section 3.16. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty). 
  
 Section 3.17. Removal of Trust Administrator. So long as any Notes are Outstanding, the Issuer shall not remove the Trust Administrator without
cause unless the Issuer has received a letter from each Rating Agency to the effect that such removal will not cause the then-current ratings on the Notes to be qualified, reduced or withdrawn. 
  
 Section 3.18. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any payment (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise
with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, the Issuer may make, or cause to be made, payments and distributions as contemplated by, and to the extent funds are available for such purpose under, the Transfer and Servicing
Agreement, this Indenture or the Trust Agreement. The Issuer will not, directly or indirectly, make payments to or from the Collection Account except in accordance with this Indenture and the Operative Agreements. 
  
 Section 3.19. Notice of Events of Default. The Issuer shall promptly,
and in no event more than three Business Days following such event, give the Indenture Trustee, Trust Administrator and each Rating Agency written notice of each Event of Default hereunder, and each default on the part of the Trust Administrator,
Master Servicer or the Depositor of its obligations under the Transfer and Servicing Agreement, to the extent a responsible officer of the Owner Trustee shall have written notice or actual knowledge thereof. 
  
 Section 3.20. Further Instruments and Acts. Upon request of the
Indenture Trustee or the Trust Administrator, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
  
 Section 3.21. Covenants of the Issuer. All covenants of the Issuer in
this Indenture are covenants of the Issuer and are not covenants of the Owner Trustee in its individual capacity. The Owner Trustee is, and any successor Owner Trustee under the Trust Agreement will be, entering into this Indenture on behalf of the
Issuer solely as Owner Trustee under the Trust Agreement and not in its respective individual capacity, and in no case whatsoever shall the Owner Trustee or any such successor Owner Trustee be personally liable on, or for any loss in respect of, any
of the statements, representations, warranties or obligations of the Issuer hereunder, as to all of which the parties hereto agree to look solely to the property of the Issuer. 
  

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 Section 3.22. Representations and Warranties of the Issuer. (a) With respect to the Mortgage
Notes, the Issuer represents and warrants that: 
  
 (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to
all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; 
  
 (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; 
  
 (iii) The Issuer owns and has good title to the Mortgage
Notes free and clear of any lien, claim or encumbrance of any Person; 
  
 (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; 
  
 (v) All original executed copies of each Mortgage Note have
been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; 
  
 (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes
solely on behalf and for the benefit of the Indenture Trustee; 
  
 (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage
Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security
interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and 
  
 (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Indenture Trustee. 
  
 (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived. 
  
 ARTICLE FOUR 
  
 SATISFACTION AND DISCHARGE 
  
 Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes, except as to
(i) rights of registration of transfer and 

  

 24 








 
exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and
interest thereon, (iv) the rights and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and the obligations of the Indenture Trustee under Sections 3.03 and 4.02 and
(v) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either (I) the Transfer and Servicing Agreement has been terminated pursuant to Section 9.01 thereof or (II) 
  
 (A) either 
  
 (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed,
lost or stolen and that have been replaced or paid as provided in Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer
or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or 
  
 (2) all Notes not theretofore delivered to the Trust Administrator for cancellation 
  
 a. have become due and payable, 
  
 b. will become due and payable at the applicable Maturity
Date within one year, or 
  
 c. are to be called
for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Trust Administrator in the name, and at the expense, of the Issuer, 
  
 and the Issuer, in the case of a., b. or c. above, has irrevocably deposited or caused to be
irrevocably deposited with the Trust Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount
sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the Maturity Date or Redemption Date (if the Notes are called for redemption pursuant to
Section 10.01 hereof), as the case may be; 
  
 (B) the Issuer
has paid or caused to be paid all other sums payable hereunder by the Issuer; 
  
 (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (at the Issuer’s expense) and (if required by the TIA or the Indenture Trustee) an Independent
Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 hereof and, subject to Section 11.02 hereof, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to the Notes have been complied with; and 
  

 25 








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

 
 Section 4.02. Application of Trust Money. All moneys deposited with
the Trust Administrator pursuant to Sections 3.03 and 4.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Trust
Administrator may determine, to the Holders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Trust Administrator, of all sums due and to become due thereon for principal and interest; but such
moneys need not be segregated from other funds except to the extent required herein or in the Transfer and Servicing Agreement or required by law. 
  
 Section 4.03. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.03 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. 
  
 Section 4.04. Trust Money Received by Indenture Trustee. If the Indenture Trustee receives any moneys in respect of the Collateral (other than with
respect to any amounts in respect of any payments or reimbursements of fees, expenses or indemnity amounts properly owing to the Indenture Trustee pursuant to the terms of any of the Operative Agreements), the Indenture Trustee shall remit promptly
such funds to the Trust Administrator. 
  
 ARTICLE FIVE 

 
 REMEDIES 
  
 Section 5.01. Events of Default. “Event of Default”, wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 
  
 (i)
Default for thirty days or more in the payment of any Deferred Interest for any of the Class A-1 or Class A-2 Notes when the same becomes due and payable under Section 6.02 of the Transfer and Servicing Agreement and if the
Class A-1 Notes or Class A-2 Notes are no longer outstanding, a default for thirty days or more in the payment of the related Deferred Interest for the Notes Outstanding; 
  
 (ii) failure to pay the entire principal of any Note when the same becomes due and payable under the
Transfer and Servicing Agreement or on the applicable Maturity Date; 
  
 (iii) failure to observe or perform any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section
specifically dealt with), or any 

  

 26 








 
representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith
proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was
incorrect shall not have been eliminated or otherwise cured, for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders
of at least 25% of the Outstanding Balance of the Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder; 
  
 (iv) the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuer or any substantial part of the Collateral in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Collateral, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; 
  
 (v) the imposition of an entity level tax on the Trust; or 
  
 (vi) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Collateral, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its
debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing. 
  
 The Issuer shall deliver to the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s
Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), its status and what action the Issuer is taking or proposes to take with respect thereto. 
  
 Section 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee may, or shall, at the direction of the Holders of Notes representing not less than a majority of the Outstanding Balance of the Priority Class
Notes, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with
accrued and unpaid interest on the Notes through the date of acceleration, shall become immediately due and payable. 
  

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 At any time after such declaration of acceleration of maturity has been made and before a judgment or
decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article Five provided, the Holders of Notes representing a majority of the Outstanding Balance of the Priority Class Notes, by written notice to
the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: 
  
 (i) the Issuer has paid or deposited with the Trust Administrator a sum sufficient to pay: 
  
 (A) all payments of principal of and interest on all
affected Priority Class Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and 
  
 (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel; and 
  
 (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have
been cured or waived as provided in Section 5.12. 
  
 No such rescission
shall affect any subsequent default or impair any right consequent thereto. 
  
 The Holders of Non-Priority Class Notes shall have no right to exercise any Noteholders’ rights referred to in this Article Five, except to the extent expressly provided herein. 
  
 Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any Current Interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or
(ii) default is made in the payment of the principal of any Note when the same becomes due and payable on the applicable Maturity Date, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the
Notes, the whole amount then due and payable on such Notes for principal and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest at
the rate borne by the Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel. 
  
 (b) In case the Issuer shall fail
forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or
final decree, and may enforce the same against the Issuer upon such Notes and collect in the manner provided by law out of the property of the Issuer upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. 
  

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 (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, or
shall, at the direction of the Holders of Priority Class Notes representing not less than a majority of the Outstanding Balance thereof, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of
the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise
of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. 
  
 (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in
the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator,
sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon
the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: 
  
 (i) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to
the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor
Indenture Trustee, except as a result of negligence, fraud, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings; 
  
 (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a
standby trustee or Person performing similar functions in any such Proceedings; 
  
 (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and 
  
 (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors and its property; 
  
 and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the
Indenture Trustee and, 

  

 29 








 
in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred by it or its agents, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence, fraud, willful misconduct or bad faith. 
  
 (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. 
  
 (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. 
  
 (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any
Noteholder a party to any such Proceedings. 
  
 Section 5.04.
Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction of Holders of Priority Class Notes representing a majority of the Outstanding Balance thereof shall,
do one or more of the following (subject to Section 5.05): 
  
 (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or
otherwise, enforce any judgment obtained and collect from the Issuer and any other obligor upon such Notes moneys adjudged due; 
  
 (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

  
 (iii) exercise any remedies of a secured
party under the Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes; and 
  
 (iv) sell the Collateral or any portion thereof or rights or interest therein, at one or more public or
private sales called and conducted in any manner permitted by law; 
  

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

(b) If the Indenture Trustee collects any money or property pursuant to this Article Five, the Trust (either itself or through the Trust Administrator)
shall pay out the money or property in the following order: 
  
 first: to the Indenture Trustee, for all reasonable and customary costs or expenses, including any reasonable and customary out-of-pocket attorneys’ fees, incurred by it in connection with the enforcement
of the remedies provided for in this Article V and for any other unpaid amounts due to the Indenture Trustee hereunder, to the Trust Administrator for any amounts due and owing to it under the Transfer and Servicing Agreement, to the Custodian for
any amounts due and owing to them under the Custodial Agreement, and to the Owner Trustee, to the extent of any reasonable and customary fees and expenses due and owing to it (including pursuant to Section 7.03 of the Trust Agreement) and for
any other unpaid amounts due to the Owner Trustee under the Transfer and Servicing Agreement; 
  
 second: to the Master Servicer and Servicer for any Servicing Fees then due and unpaid and any unreimbursed Advances and other
servicing advances; 
  
 third: to the
Notes, all accrued and unpaid interest thereon (including any Deferred Interest and any Available Funds Shortfall) and amounts in respect of the outstanding Class Principal Amount, in each case according to the priorities set forth in
Section 6.02 of the Transfer and Servicing Agreement; provided, however, that accrued and unpaid interest shall be paid to Noteholders of each Class of Notes before any payments in respect of principal; and 
  
 fourth: to the Owner Trustee or its Paying Agent for
any amounts to be distributed to the Holder of the Ownership Certificate. 
  
 The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer (or the Note Registrar on its behalf) shall
mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. 
  

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 Section 5.05. Optional Preservation of the Collateral. If the Notes have been declared to be due
and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Collateral. It is the
desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to
maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain and rely conclusively upon an opinion (at the expense of the Issuer) of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose. 
  
 Section 5.06. Limitation of Suits. Other than as otherwise expressly provided herein in the case of an Event of Default, no Holder of any Note
shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
  
 (i) such Holder has previously given written notice to the
Indenture Trustee of a continuing Event of Default; 
  
 (ii) the Holders of not less than 25% of the Outstanding Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee
hereunder; 
  
 (iii) such Holder or Holders have
offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; 
  
 (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such
Proceedings; and 
  
 (v) no direction
inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of a majority of the Outstanding Balance of the Notes. 
  
 It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided. 
  
 In the event the
Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Balance of the Priority Class Notes, the Indenture Trustee in
its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. 
  

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 Section 5.07. Unconditional Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the Class Principal Amount of such Note and interest (including any Deferred Interest and
any Available Funds Shortfall), if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement
of any such payment, and such right shall not be impaired without the consent of such Holder. 
  
 Section 5.08. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. 

 
 Section 5.09. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. 
  
 Section 5.10. Delay or
Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default, shall impair any such right or remedy or constitute a waiver of any
such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee or by the Noteholders, as the case may be. 
  
 Section 5.11. Control by Noteholders. Except as otherwise provided in Section 5.02, the Holders of a majority of the Outstanding Balance of the Priority Class Notes shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: 
  
 (i) such direction shall not be in conflict with any rule of law or with this Indenture; 
  
 (ii) subject to the express terms of Section 5.04, any
direction to the Indenture Trustee to sell or liquidate the Collateral shall be by Holders of Notes representing not less than 100% of the Outstanding Balance of the Notes; 
  

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 (iii) if the conditions set forth in Section 5.05 have been satisfied and the
Indenture Trustee elects to retain the Collateral pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Balance of the Notes to sell or liquidate the Collateral shall
be of no force and effect; and 
  
 (iv) the
Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. 
  
 Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.01(h), the Indenture Trustee need not take any action
that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action. 
  
 Section 5.12. Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02,
the Holders of Notes of not less than a majority of the Outstanding Balance of the Notes may waive, in writing, any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall
be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 
  
 Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any
Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereto. 
  
 Section 5.13. Undertaking for
Costs. All parties to this Indenture agree, and each Holder of a Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding
Balance of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date). 
  
 Section 5.14.
Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner 

  

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whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  
 Section 5.15. Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.04(b). 
  
 Section 5.16. Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel
or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and
Transfer and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transfer and Servicing Agreement to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing
Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable obligations under the Mortgage
Loan Purchase Agreement and Transfer and Servicing Agreement. 
  
 (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority of the
Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator or the Master Servicer under or in connection with the Transfer and
Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor or the Master Servicer, of
each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transfer and Servicing Agreement, and any right of the Issuer to take such action shall be
suspended. 
  

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 ARTICLE SIX 
  
 THE INDENTURE TRUSTEE 
  
 Section 6.01. Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (i) the Indenture Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture and shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Indenture Trustee; and 
  
 (ii) in the absence of bad faith, fraud, negligence or willful misconduct on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Indenture Trustee and on their face conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they
conform on their face to the requirements of this Indenture. 
  
 (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, its own willful misconduct, its own fraud or its own bad faith, except that: 
  
 (i) this paragraph does not limit the effect of paragraph
(a) of this Section; 
  
 (ii) the Indenture
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; 
  
 (iii) the Indenture Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with this Indenture or upon a direction received by it from the requisite Noteholders pursuant to Article V; and 
  
 (iv) the Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of
(a) any failure by the Issuer to comply with its obligations hereunder or in the Operative Agreements or (b) any Default or Event of Default, unless a Responsible Officer of the Indenture Trustee assigned to and working in its corporate
trust department obtains actual knowledge of such Default or Event of Default or shall have received written notice thereof. In the absence of such actual knowledge or notice, the Indenture Trustee may conclusively assume that there is no Default or
Event of Default. 
  

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 (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the
provisions of this Section. 
  
 (e) The Indenture Trustee shall
not be liable for indebtedness evidenced by or arising under any of the Operative Agreements, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the
Issuer. 
  
 (f) Money held in trust by the Indenture Trustee need
not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Transfer and Servicing Agreement. 
  
 (g) No provision of this Indenture shall require the Indenture Trustee to expend, advance or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it provided, however, that the Indenture Trustee shall not refuse or fail to perform any of its duties hereunder solely as a result of nonpayment of its normal fees and expenses. 
  
 (h) Every provision of this Indenture or any Operative Agreement relating to
the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section, Section 6.02 and to the provisions of the TIA. 
  
 (i) The Indenture Trustee shall execute and deliver the Transfer and
Servicing Agreement and perform its duties thereunder. 
  
 (j) The
Indenture Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Collateral, or to otherwise take or refrain from taking any action under, or in
connection with, any document contemplated hereby to which the Indenture Trustee is a party, except as expressly provided (i) in accordance with the powers granted to and the authority conferred upon the Indenture Trustee pursuant to this
Indenture or any other Operative Agreement, and (ii) in accordance with any document or instruction delivered to the Indenture Trustee pursuant to the terms of this Indenture; and no implied duties or obligations shall be read into this
Indenture or any Operative Agreement against the Indenture Trustee. The Indenture Trustee agrees that it will, at the cost and expense of the Issuer, promptly take all action as may be necessary to discharge any liens on any part of the Collateral
that result from actions by, or claims against itself (in its individual capacity, and not in the capacity of Indenture Trustee) that are not related to the administration of the Collateral. 
  
 Section 6.02. Rights of Indenture Trustee. (a) The Indenture
Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Indenture Trustee acts or refrains from acting, it may require
an Officer’s Certificate or an Opinion of Counsel, which shall not be at the expense of the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good 

  

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faith in reliance on an Officer’s Certificate or Opinion of Counsel. The right of the Indenture Trustee to perform any discretionary act enumerated in
this Indenture or in any Operative Agreement shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence, fraud, bad faith or willful misconduct in the performance of such act. 
  
 (c) The Indenture Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee. 
  
 (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence, fraud or bad faith. 
  
 (e) The Indenture Trustee may consult with counsel, and any Opinion of Counsel with respect to legal matters relating to this Indenture, any Operative
Agreement and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with any Opinion of Counsel of such counsel.

  
 (f) In the event that the Indenture Trustee is also acting as
Paying Agent, Note Registrar, Custodian or Trust Administrator hereunder or under any Operative Agreement, the rights and protections afforded to the Indenture Trustee pursuant to this Article Six shall be afforded to such Paying Agent, Note
Registrar, Custodian and Trust Administrator. 
  
 (g) The
permissive rights of the Indenture Trustee enumerated herein shall not be construed as duties. 
  
 Section 6.03. Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Section 6.11.

  
 Section 6.04. Indenture Trustee’s Disclaimer. The
Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any of the Operative Agreements or the Notes or the sufficiency of the Collateral; it shall not be accountable for the Issuer’s use of
the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer or the Servicer in this Indenture, any Operative Agreement or in any other document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee’s certificate of authentication. 
  
 Section 6.05. Notice of Defaults. If a Default occurs and is continuing and if a Responsible Officer of the Indenture Trustee has actual knowledge thereof, the Indenture Trustee shall give prompt written notice thereof to each
Noteholder. 
  
 Section 6.06. Reports by Indenture Trustee to
Holders. The Trust Administrator shall deliver to each Noteholder such information with respect to the Notes as may be required to 

  

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enable such holder to prepare its federal and state income tax returns and shall file such information returns with the Internal Revenue Service with respect
to payments or accruals of interest on the Notes as are required to be filed under the Code or applicable Treasury Regulations. 
  
 Section 6.07. Compensation and Indemnity. The Indenture Trustee shall be entitled, as compensation for its services, a fee to be paid by the Master
Servicer as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee and any co-trustee shall be reimbursed on
behalf of the Issuer from funds in the Collection Account, as provided in the Transfer and Servicing Agreement, for all reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation
for its services (as provided in the Transfer and Servicing Agreement). Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel,
accountants and experts. The Issuer shall indemnify the Indenture Trustee, any co-trustee and their respective employees, directors and agents, as provided in the Transfer and Servicing Agreement and from funds in the Collection Account, against any
and all claim, loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any Operative Agreement, including, without
limitation, the execution and filing of any information returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Trust Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture
Trustee or the co-trustee, as applicable, to so notify the Issuer and the Trust Administrator shall not relieve the Issuer or the Trust Administrator of its obligations hereunder. The Issuer shall defend any such claim, and the Indenture Trustee and
any co-trustee may have separate counsel and the fees and expenses of such counsel shall be payable on behalf of the Issuer from funds in the Collection Account. The Issuer shall not be required to reimburse any expense or indemnify against any
loss, liability or expense incurred by the Indenture Trustee or any co-trustee through the Indenture Trustee’s or co-trustee’s, as the case may be, own willful misconduct, negligence, fraud or bad faith. 
  
 The Issuer’s obligations to the Indenture Trustee and any co-trustee
pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified
in Section 5.01(iv) or (vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar
law. 
  
 Section 6.08. Replacement of Indenture Trustee. No
resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may
resign at any time by giving 90 days’ written notice thereof to the Depositor, the Issuer, each Noteholder and each Rating Agency. The Issuer shall remove the Indenture Trustee if: 
  
 (i) the Indenture Trustee fails to comply with Section 6.11; 
  

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 (ii) the Indenture Trustee is adjudged bankrupt or insolvent; 
  
 (iii) a receiver or other public officer takes charge of the
Indenture Trustee or its property; or 
  
 (iv)
the Indenture Trustee otherwise becomes incapable of acting. 
  
 If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall
promptly appoint a successor Indenture Trustee that satisfies the eligibility requirements of Section 6.11. 
  
 The resigning or removed Indenture Trustee agrees to cooperate with any successor Indenture Trustee in effecting the termination of the resigning or
removed Indenture Trustee’s responsibilities and rights hereunder and shall promptly provide such successor Indenture Trustee all documents and records reasonably requested by it to enable it to assume the Indenture Trustee’s functions
hereunder. 
  
 A successor Indenture Trustee shall deliver a
written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights,
powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture
Trustee to the successor Indenture Trustee. 
  
 If a successor
Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority in Outstanding Balance of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee. 
  
 If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture
Trustee. 
  
 Section 6.09. Successor Indenture Trustee by
Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide each Rating
Agency prior written notice of any such transaction. 
  
 In case
at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to
the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee
may authenticate such Notes either in the name of any 

  

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predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is
anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have. 
  
 Section 6.10. Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture,
at anytime, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or
more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the
Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall
be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof. 
  
 (b) Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions: 
  
 (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any
portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; 
  
 (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee
hereunder; and 
  
 (iii) the Indenture Trustee
may at any time accept the resignation of or remove any separate trustee or co-trustee. 
  
 (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article Six. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. 
  

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 (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. 
  
 Section 6.11. Eligibility; Disqualification. The Indenture Trustee
shall at all times (i) satisfy the requirements of TIA Section 310(a), (ii) have a combined capital and surplus of at least $100,000,000 as set forth in its most recently published annual report of condition, (iii) have a
long-term debt rating equivalent to “A” or better and a short term debt rating equivalent to “A-1” or better by the Rating Agencies or be otherwise acceptable to the Rating Agencies and (iv) not be an Affiliate of the Issuer
or the Owner Trustee. The Indenture Trustee shall comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(l) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. 
  
 Section 6.12. Representations and Warranties. The Indenture Trustee
hereby represents that: 
  
 (a) the Indenture Trustee is duly
organized and validly existing as a national banking association in good standing under the laws of the United States of America, with power and authority to own its properties and to conduct its business as such properties are currently owned and
such business is presently conducted; 
  
 (b) the Indenture
Trustee has the power and authority to execute and deliver this Indenture and to carry out its terms; and the execution, delivery and performance of this Indenture have been duly authorized by the Indenture Trustee by all necessary corporate action;

  
 (c) the consummation of the transactions contemplated by this
Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the articles of organization or bylaws of the
Indenture Trustee or, to the knowledge of the Indenture Trustee, any agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; and 
  
 (d) to the Indenture Trustee’s best knowledge, there are no proceedings or investigations pending or threatened before
any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties: (i) asserting the invalidity of this Indenture, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Indenture or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Indenture Trustee of its obligations under, or the validity or
enforceability of, this Indenture. 
  

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

Section 7.01. Note Registrar To Furnish to the Indenture Trustee the Names and Addresses of Noteholders. The Note Registrar will furnish or
cause to be furnished to the Indenture Trustee at such times as the Indenture Trustee may request in writing, within 30 days after receipt by the Note Registrar of any such request, a list in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Holders of Notes as of a date not more than 10 days prior to the time such list is furnished. 
  
 Section 7.02. Preservation of Information: Communications to Noteholders. (a) The Trust Administrator shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Trust Administrator as provided in Section 7.01 and the names and addresses of Holders of Notes received by the Trust
Administrator in its capacity as Note Registrar. The Trust Administrator may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a
Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Trust Administrator or the Indenture Trustee, and such application states that the Applicants
desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Trust Administrator shall, within five Business Days after the receipt of such application, afford such Applicants access, during
normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer, the Indenture Trustee and the Trust Administrator that neither the Issuer, the Indenture Trustee nor the Trust
Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. 
  
 (b) Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or under the Notes. 
  
 (c) The Issuer, the Indenture Trustee and the Trust Administrator shall have the protection of TIA Section 312(e). 
  
 Section 7.03. Reports by Issuer. (a) The Issuer shall: 
  
 (i) file with the Indenture Trustee and the Commission in accordance with the rules and regulations
prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and
regulations. Delivery of such information, documents and reports to the 

  

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Indenture Trustee is for informational purposes only and the Indenture Trustee’s receipt of such reports shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officers’
Certificates); and 
  
 (ii) supply to the Trust
Administrator (and the Trust Administrator shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clause (i) of
this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission. 
  
 (b) Unless the Issuer otherwise determines and notifies the Indenture Trustee and the Trust Administrator in writing, the fiscal year of the Issuer shall
end on December 31 of each year. 
  
 Section 7.04. Reports
by Indenture Trustee. If required by TIA Section 313(a), within 60 days after each March 1, beginning with March 1, 2006, the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report
dated as of such date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). 
  
 A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each securities exchange,
if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any securities exchange. 
  
 ARTICLE EIGHT 
  
 ACCOUNTS, DISBURSEMENTS AND RELEASES 
  
 Section 8.01. Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or
assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee (or the Trust Administrator or the Paying Agent on its behalf) pursuant to this Indenture. The Indenture Trustee (or
the Trust Administrator or the Paying Agent on its behalf) shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or
performance under any agreement or instrument that is part of the Collateral, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article Five. 
  
 Section 8.02. Collection Account. On each Payment Date and Redemption
Date, the Paying Agent (or, if the Indenture Trustee acts as Paying Agent, the Indenture Trustee) shall 

  

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distribute all amounts on deposit in the Collection Account as provided in Sections 5.08 and 6.02 of the Transfer and Servicing Agreement. 
  
 Section 8.03. Release of Collateral. (a) Subject to the payment
of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture and the Transfer and Servicing Agreement shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article Eight shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. 
  
 (b) The Indenture Trustee shall, at such time as there are no Notes
outstanding and all sums due to the Noteholders pursuant to the Transfer and Servicing Agreement and all fees and expenses of the Indenture Trustee, the Master Servicer, the Trust Administrator and the Custodian pursuant to this Indenture or any
other Operative Agreement have been paid, release any remaining portion of the Collateral that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust
Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this subsection (b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by
the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)( 1) meeting the applicable requirements of Section 11.01 hereof. 
  
 ARTICLE NINE 
  
 SUPPLEMENTAL INDENTURES 
  
 Section 9.01. Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to each Rating Agency, the Issuer and the Indenture Trustee,
when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in
form satisfactory to the Indenture Trustee, for any of the following purposes: 
  
 (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey
and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; 
  
 (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to
the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; 
  
 (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein
conferred upon the Issuer; 
  

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 (iv) to convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee; 
  
 (v) (A) to cure any
ambiguity, (B) to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provisions herein or in any supplemental indenture or to conform the provisions hereof to those of the
Offering Document, (C) to obtain or maintain a rating for a Class of Notes from a nationally recognized statistical rating organization, (D) to make any other provisions with respect to matters or questions arising under this Indenture;
provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this subparagraph (v) shall adversely affect in any material respect the interests of any Holder not consenting thereto; 
  
 (vi) to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant
to the requirements of Article Six; or 
  
 (vii)
to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such
other provisions as may be expressly required by the TIA. 
  
 provided,
however, that no such supplemental indenture shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel stating that as a result of such supplemental indenture, the Trust will not be subject to federal income
tax at the entity level. 
  
 The Indenture Trustee is hereby
authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. 
  
 (b) A letter from each Rating Agency to the effect that any supplemental indenture entered into pursuant to this
Section 9.01 will not cause the then-current ratings on the Notes to be qualified, reduced or withdrawn shall constitute conclusive evidence that such amendment does not adversely affect in any material respect the interests of the Noteholders.

  
 Section 9.02. Supplemental Indentures with Consent of
Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than 66-2/3% of the Outstanding Balance of the Notes, by Act
of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the
Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or
alter the 

  

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servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the
Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided
by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax at the entity level. 
  
 The Indenture Trustee may rely on an Opinion of Counsel to determine whether or not any Notes would be affected by any
supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. 
  
 It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  
 Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the
Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 
  
 Section 9.03. Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Section 6.02, shall be fully protected in relying upon, in addition to the
documents required under Section 11.01, an Opinion of Counsel to the effect provided in Section 9.07. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture
Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise. 
  
 Section 9.04. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the
Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
  
 Section 9.05. Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the 

  

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requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act. 
  
 Section 9.06. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and if required by the Indenture Trustee shall, bear a notation in a form approved by the Indenture Trustee as to any matter provided
for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. 
  
 Section 9.07. Opinion of Counsel. In connection with any supplemental indenture pursuant to this Article Nine, the Indenture Trustee shall be
entitled to receive an Opinion of Counsel to the effect that such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution of such supplemental indenture in accordance with the relevant
provisions of this Article Nine have been met. 
  
 Nothing in this
Section shall be construed to require that any Person obtain the consent of the Indenture Trustee to any amendment or waiver or any provision of any document where the making of such amendment or the giving of such waiver without obtaining the
consent of the Indenture Trustee is not prohibited by this Indenture or by the terms of the document that is the subject of the proposed amendment or waiver. 
  
 ARTICLE TEN 
  
 REDEMPTION OF NOTES 
  
 Section 10.01. Redemption. The Notes are subject to redemption pursuant to Section 9.02 of the Transfer and Servicing Agreement. The Issuer shall furnish each Rating Agency notice of such redemption. If
the Notes are to be redeemed pursuant to Section 9.02 of the Transfer and Servicing Agreement, the Servicer shall furnish notice of its exercise of its option to redeem the Notes to the Indenture Trustee and the Trust Administrator not later
than 15 days prior to the Redemption Date and the Servicer shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Trust Administrator in the Collection Account the Redemption Price of the Notes to be redeemed, whereupon all
such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 hereof to each Holder of the Notes. 
  

Section 10.02. Form of Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee or the Trust
Administrator by first-class mail, postage prepaid, or by facsimile mailed or transmitted not later than 10 days prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable
Redemption Date, at such entity address or facsimile number appearing in the Note Register. 
  
 All notices of redemption shall state: 
  
 (i) the Redemption Date; 
  

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 (ii) the Redemption Price; and 
  
 (iii) the place where such Notes are to be surrendered for
payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02). 
  
 Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note. 
  
 Section 10.03. Notes Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption as required
under Section 10.02 (in the case of redemption pursuant to Section 10.01) and remittance to the Trust Administrator of the Redemption Price as required under Section 10.01, on the Redemption Date become due and payable at the
Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the
Redemption Price. 
  
 ARTICLE ELEVEN 
  
 MISCELLANEOUS 
  
 Section 11.01. Compliance Certificates and Opinions, etc. Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent; if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) (if required by the TIA) an
Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture, no additional certificate or opinion need be furnished. 
  
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
  
 (i) a statement that each signatory of such certificate or
opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; 
  
 (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
  

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 (iii) a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been
complied with. 
  
 Section 11.02. Form of Documents Delivered
to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents. 
  
 Any
certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, Subservicer, the Depositor, the Issuer or the Trust Administrator, stating that the information with
respect to such factual matters is in the possession of the Servicer, the Subservicer, the Depositor, the Issuer or the Trust Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous. 
  
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one
instrument. 
  
 Whenever in this Indenture, in connection with any
application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is
intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided in Article Six. 
  
 Section 11.03. Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such 

  

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instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. 
  
 (b) The fact and date of the execution by any person of any such instrument
or writing may be proved in any manner that the Indenture Trustee deems sufficient. 
  
 (c) The ownership of Notes shall be proved by the Note Register. 
  
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made
upon such Note. 
  
 Section 11.04. Notices, etc., to Indenture
Trustee, Trust Administrator, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such
request, demand, authorization, direction, notice, consent, waiver or act of Noteholders is to be made upon, given or furnished to or filed with: 
  
 (i) the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or 
  
 (ii) the Trust Administrator by the Indenture Trustee, any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trust Administrator at its Corporate Trust Office, or 
  
 (iii) the Issuer by the Indenture Trustee, the Trust Administrator or any Noteholder shall be sufficient for every purpose hereunder if in
writing and mailed first-class, postage prepaid to the Issuer addressed to the address provided in the Transfer and Servicing Agreement, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the Indenture Trustee. 
  
 Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee, the Trust Administrator or the Owner Trustee shall be in writing, personally delivered or mailed by certified mail, return
receipt requested, to the address provided in the Transfer and Servicing Agreement or such other address as shall be designated by written notice to the other parties. 
  
 Section 11.05. Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder 

  

 51 








 
affected by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of
such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. 
  
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such a waiver. 
  
 In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to
any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. 
  
 Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other
rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default. 
  
 Section 11.06. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. 
  
 The provisions of TIA Sections 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. 
  
 Section 11.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof. 
  
 Section 11.08.
Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its
successors, co-trustees and agents. 
  
 Section 11.09.
Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  
 Section 11.10. Benefits of Indenture and Consents of
Noteholders. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties 

  

 52 








 
hereto and their successors hereunder, the Owner Trustee and the Noteholders, any benefit or any legal or equitable right, remedy or claim under this
Indenture. Each Noteholder and Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, consents to and agrees to be bound by the terms and conditions of this Indenture. 
  
 Section 11.11. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if
made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. 
  
 Section 11.12. Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  
 Section 11.13. Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 Section 11.14. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording
offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that
such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. 
  
 Section 11.15. Trust Obligations. (a) No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against
(i) the Indenture Trustee or the Owner Trustee in their respective individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of
the Indenture Trustee or the Owner Trustee in its respective individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their respective individual capacities) and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes
of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.

  

 53 








 (b) In addition, (i) this Indenture is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer or the Owner
Trustee is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Trust, (iii) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Indenture Trustee and by any Person
claiming by, through or under the Indenture Trustee, and (iv) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or the Operative Agreements. 
  
 Section 11.16. No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Operative Agreements. 
  
 Section 11.17. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of
the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent
Public Accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested.
The Indenture Trustee shall, and shall cause its representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and
except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. 
  

 54 








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

					
	 NEW YORK MORTGAGE TRUST 2005-3, as Issuer

		
	 By:
	 	 WILMINGTON TRUST COMPANY
not in its individual capacity but solely as Owner Trustee

			
	By:	 	 	 	/s/    MICHELE C. HARRIS        
	 	 	 Name:
	 	Michele C. Harris
	 	 	 Title:
	 	Financial Services Officer
	
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION,
 as Trust Administrator

			
	By:	 	 	 	/s/    PETER A. GOBELL        
	 	 	 Name:
	 	Peter A. Gobell
	 	 	 Title:
	 	 
	
	 U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture Trustee

			
	By:	 	 	 	/s/    BECKY WARREN        
	 	 	 Name:
	 	Becky Warren
	 	 	 Title:
	 	Assistant Vice President


  

 B-1 








 EXHIBIT A 
  
 FORMS OF NOTES 
  
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THIS NOTE DOES NOT EVIDENCE AN OBLIGATION OF OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
ISSUER, THE DEPOSITOR, THE MASTER SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE TRUST ADMINISTRATOR, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. 
  
 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
  
 [FOR SUBORDINATE NOTES: THIS NOTE IS SUBORDINATE IN RIGHT OF PAYMENT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN.] 
  
 EACH PURCHASER OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.03 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY.

  
 THIS NOTE MAY NOT BE ACQUIRED BY A TRANSFEREE FOR, OR ON BEHALF OF AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) OR TO ANY SUBSTANTIALLY SIMILAR LAW (“SIMILAR LAW”) OR ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE FOREGOING (“BENEFIT PLAN”), UNLESS THE TRANSFEREE REPRESENTS AND WARRANTS THAT THE ACQUISITION AND HOLDING
OF THIS NOTE: (X) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE
95-60, PTCE 96-23 OR SOME OTHER APPLICABLE EXEMPTION AND (Y) WILL NOT RESULT IN A NON-EXEMPT 

  

 B-2 








 
VIOLATION OF ANY SIMILAR LAW. EACH INVESTOR IN THIS NOTE WILL BE DEEMED TO MAKE THE FOREGOING REPRESENTATIONS AND WILL FURTHER BE DEEMED TO REPRESENT,
WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE IN VIOLATION OF THE FOREGOING. 
  

 B-3 








 NEW YORK MORTGAGE TRUST 2005-3 
  
 CLASS [    ] NOTES 
  

			
	 Aggregate Class Principal Amount of
 the Class Notes: $
	  	 Class Principal Amount
 of this Note: $

		
	 Interest Rate:
	  	 Initial Cut-off Date:
[                            ], 2005

		
	 Number:
	  	 CUSIP No.:


  

 B-4 








 NEW YORK MORTGAGE TRUST 2005-3, a statutory trust organized and existing under the laws of the State of
Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $[            ]
payable on each Payment Date in an amount equal to the result obtained by multiplying (A) the Percentage Interest evidenced by this Note (obtained by dividing the initial Class Principal Amount of this Note by the initial Class Principal Amount
of all Class A Notes, both as specified above) and (B) the amount payable on such Payment Date in respect of principal of the Class A Notes pursuant to the Indenture dated as of December 1, 2005 (as amended and supplemented from
time to time, the “Indenture”), between the Issuer, Wells Fargo Bank, N.A., as Trust Administrator (the “Trust Administrator”) and U.S. Bank National Association, a national banking association, as Indenture Trustee (the
“Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Payment Date occurring in
[            ] (the “Maturity Date”) or as otherwise specified in the Indenture. Capitalized terms used but not defined herein have the meanings assigned to such terms in the
Indenture or the Transfer and Servicing Agreement dated as of December 1, 2005 (as amended and supplemented from time to time, the “Transfer and Servicing Agreement”), by and among the Trust, NYMT Securities Corporation, as depositor
(the “Depositor”), Wells Fargo Bank, N.A., as trust administrator (in such capacity, the “Trust Administrator”) and master servicer (in such capacity, the “Master Servicer”), NYMT Servicing Corporation, as servicer,
Cenlar FSB, a federal savings bank, as subservicer, New York Mortgage Funding, LLC, as seller, and the Indenture Trustee, which agreements also contain rules as to construction that shall be applicable herein. 
  
 Subject to adjustment and the payment priorities provided in the Indenture and Transfer and
Servicing Agreement, the Issuer will pay interest on this Note at a per annum rate equal to the applicable Interest Rate, on the adjusted principal amount of this Note outstanding on the immediately preceding Payment Date (after giving effect to all
payments of principal made on such preceding Payment Date) on each Payment Date until the principal of this Note is paid or made available for payment in full. 
  

Payments on this Note will be made on the 25th day of each month or, if such a day is not a Business Day, then on the next succeeding Business Day, commencing in
January 2006 (each, a “Payment Date”), to the Person in whose name this Note is registered at the close of business on the Business Day immediately preceding such Payment Date (the “Record Date”), in an amount equal to the
product of the Percentage Interest evidenced by this Note and the amount, if any, required to be distributed to all the Notes of the Class represented by this Note. All sums distributable on this Note are payable in the coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public and private debts. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. 
  
 All payments made by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid principal of this Note. 
  
 Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
  
 Unless the certificate of authentication hereon has been executed by the
Trust Administrator whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. 
  

 B-5 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its
Authorized Officer, as of the date set forth below. 
  

			
	 NEW YORK MORTGAGE TRUST 2005-3

		
	By:	 	WILMINGTON TRUST COMPANY,
	 	 	 not in its individual capacity but solely as

	 	 	 Owner Trustee under the Trust Agreement

		
	 By:
	 	 
	 	 	 Authorized Signatory

		
	 Dated: 
	 	                 
                        , 2005



  
 TRUST
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION 
  
 This is one
of the Notes designated above and referred to in the within-mentioned Indenture. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	     not in its individual capacity but solely as

	     Trust Administrator,

		
	 By:
	 	 
	 	 	 Authorized Signatory

		
	 Dated: 
	 	                 
                        , 2005



  

 B-6 








 NEW YORK MORTGAGE TRUST 2005-3 
  
 This Note is one of a duly authorized issue of Notes of the Issuer, all issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is
inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. This Note is subject to all terms of the Indenture. 
  
 The Class A-1, A-2 and A-3 Notes (the “Senior Notes”) are, and will be secured
by the collateral pledged as security therefor as provided in the Indenture. The rights of the Holders of the Class A-3 Notes to receive payments of interest and principal are, and will be, subordinate to the rights of the Holders of the
Class A-2 Notes to receive certain payments of interest and principal, respectively, as provided in the Indenture and the Transfer and Servicing Agreement. The rights of the Holders of the Class M-1 and Class M-2 Notes (the “Class M
Notes”) to receive payments of interest and principal are, and will be, subordinate to the rights of the Holders of the Senior Notes to receive certain payments of interest and principal, respectively, as provided in the Indenture and the
Transfer and Servicing Agreement. 
  
 Payments to each Noteholder shall be made
(i) by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the books of the Note Registrar and Paying Agent as of the close of business on each Record Date or (ii) upon
written request made to the Note Registrar and Paying Agent at least five Business Days prior to the related Record Date by the Holder of a Note having an initial Note Principal Amount of not less than $2,500,000, by wire transfer in immediately
available funds to an account specified in writing by such Noteholder. The final payment in retirement of this Note shall be made only upon surrender of this Note to the Note Registrar and Paying Agent at the office thereof specified in the notice
to Noteholders of such final payment mailed prior to the Payment Date on which the final payment is expected to be made to the Holder thereof. 
  
 As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered by the Note Registrar upon surrender of
this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of
transfer or exchange. 
  

 B-7 








 Each of Class A and Class M Notes will be issued in minimum denominations of $25,000 in original principal amount
and in integral multiples of $1 in excess thereof. 
  
 The Notes are subject to
optional redemption in accordance with the Indenture and the Transfer and Servicing Agreement. 
  
 Each Noteholder and Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee, or the Owner Trustee in their
respective individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. 
  
 Each Noteholder and Note Owner, by acceptance of a Note
or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor or the Issuer, or join in any
institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to
the Notes, the Indenture or the other Operative Agreements. 
  
 Each Noteholder
and Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, consents to and agrees to be bound by the terms and conditions of the Indenture. 
  
 The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single
business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Collateral. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the
Notes for all federal, state and local income tax purposes as indebtedness (except that any Note held by a person that, for federal income tax purposes, owns or is treated as owning a 100% Percentage Interest of the Ownership Certificate shall not
be treated as outstanding indebtedness). 
  
 Prior to the due presentment for
registration of transfer of this Note, the Issuer, the Indenture Trustee, the Note Registrar, the Paying Agent and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of
such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee, the Note Registrar, the Paying Agent or any such agent
shall be affected by notice to the contrary. 
  

 B-8 








 The Indenture permits, with certain exceptions as therein provided, the amendment thereof by supplemental indenture and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Depositor, the Issuer and the Indenture Trustee with the consent of the Holders of not less than 66-2/3%
of the Outstanding Balance of the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Noteholders. Any such consent or
waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the amendment thereof, in certain limited circumstances, or the waiver of certain terms and conditions set forth in the Indenture,
without the consent of Holders of the Notes issued thereunder. 
  
 The term
“Issuer” as used in this Note includes any successor to the Issuer under the Indenture. 
  
 The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. 
  
 THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 And 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  
 No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. 
  
 Anything herein to the contrary notwithstanding, except as expressly provided in the
Operative Agreements, none of the Issuer in its individual capacity, the Owner Trustee in its individual capacity, the Indenture Trustee in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Operative Agreements, in the case of an Event of
Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. 
  

 B-9 








 ASSIGNMENT 
  
 Social Security or taxpayer I.D. or other identifying number of assignee: ________________ 
  
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: 
  

	
	 

 (name and address of assignee) 
  
 the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        
            , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 
  
 Dated:                                     
     */ 
  
 Signature Guaranteed: 
  
                                       
               */ 
  

	*/	NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without
alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or
such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  

 B-10 








 EXHIBIT B 
  
 [RESERVED] 
  

 B-11 








 EXHIBIT C 
  
 FORM OF ERISA TRANSFER AFFIDAVIT 
  

	
	
	 
	date


  

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

  

	 	Re:	New York Mortgage Trust 2005-3 Mortgage-Backed Notes, 2005-3 

  
 1. The undersigned is the
                                        
         of (the “Investor”), a [corporation duly organized] and existing under the laws of
                                        
                , on behalf of which he makes this affidavit. 
  
 2. The Investor either (i) is not, and on
                             [date of transfer] will not be, acquiring the Notes for, or on behalf of,
an employee benefit plan or other retirement arrangement that is subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code of 1986, as
amended (or to any substantially similar law (“Similar Law”)) or any entity deemed to hold the plan assets of the foregoing (a “Benefit Plan”) or (ii) our acquisition and holding of the Notes for, or on behalf of, a Benefit
Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE
95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. 
  
 3. The Investor hereby acknowledges that under the terms of the Indenture among New York Mortgage Trust 2005-3, as Issuer, Wells Fargo Bank, National
Association, as Trust Administrator and U.S. Bank National Association, as Indenture Trustee, dated as of December 1, 2005, no transfer of any Note shall be permitted to be made to any person unless the Indenture Trustee has received a
certificate from such transferee in the form hereof. 
  

 C-1 








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

			
	
	 
	                 [Investor]

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

	
	 ATTEST:

	
	  

  

			
	 STATE OF
	  	)
	 	  	)  ss.:
	 COUNTY OF
	  	)

  
 Personally appeared
before me the above-named
                                        ,
known or proved to me to be the same person who executed the foregoing instrument and to be the
                                     of the Investor, and
acknowledged that he executed the same as his free act and deed and the free act and deed of the Investor. 
  
 Subscribed and sworn before me this                 day of
                          20    . 
  

	
	
	 
	 NOTARY PUBLIC

	
	My commission expires the
	             day of
                        , 20    .


  

 C-2