EXHIBIT 4.2


INDENTURE


Between


INDYMAC HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, 

SERIES 2007-H1,

Issuer


and


DEUTSCHE BANK NATIONAL TRUST COMPANY,

Indenture Trustee


Dated as of March 23, 2007






TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
Page


	
 

	
 


	
ARTICLE
  I         DEFINITIONS AND
  INCORPORATION BY REFERENCE

	
2


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  1.01.

	
 

	
Definitions

	
2


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  1.02.

	
 

	
Incorporation
  by Reference of Trust Indenture Act

	
7


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  1.03.

	
 

	
Rules of
  Construction

	
8


	
 

	
 


	
ARTICLE
  II        THE NOTES

	
8


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  2.01.

	
 

	
Form

	
8


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  2.02.

	
 

	
Execution,
  Authentication and Delivery

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  2.03.

	
 

	
Limitations
  on Transfer of the Notes

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  2.04.

	
 

	
Registration;
  Registration of Transfer and Exchange

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
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

	
15


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  2.12.

	
 

	
Definitive
  Notes

	
16


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  2.13.

	
 

	
Tax
  Treatment

	
16


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  III       COVENANTS

	
16


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.01.

	
 

	
Payment of
  Principal and Interest

	
16


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.02.

	
 

	
Maintenance
  of Office or Agency

	
16


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.03.

	
 

	
Money for
  Payments to be Held in Trust

	
17


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.04.

	
 

	
Existence

	
18


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.05.

	
 

	
Protection
  of Collateral

	
19


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.06.

	
 

	
Opinions as
  to Collateral

	
19


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.07.

	
 

	
Performance
  of Obligations; Servicing of the Mortgage Loans

	
20


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.08.

	
 

	
Negative
  Covenants

	
21


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.09.

	
 

	
Annual
  Statement as to Compliance

	
22


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.10.

	
 

	
No Other
  Business

	
22


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.11.

	
 

	
No Borrowing

	
22


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.12.

	
 

	
Guarantees,
  Loans, Advances and Other Liabilities

	
22





i






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.13.

	
 

	
Capital
  Expenditures

	
22


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.14.

	
 

	
Restricted
  Payments

	
22


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.15.

	
 

	
Notice of
  Rapid Amortization Events and Events of Servicing Termination

	
23


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.16.

	
 

	
Further
  Instruments and Acts

	
23


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.17.

	
 

	
Covenants of
  the Issuer

	
23


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.18.

	
 

	
Representations
  and Warranties of the Issuer

	
23


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  IV       SATISFACTION
  AND DISCHARGE

	
24


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  4.01.

	
 

	
Satisfaction
  and Discharge of Indenture

	
24


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  4.02.

	
 

	
Application
  of Trust Money

	
25


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  4.03.

	
 

	
Repayment of
  Moneys Held by Paying Agent

	
26


	
 

	
 


	
ARTICLE
  V        REMEDIES

	
26


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.01.

	
 

	
Remedies

	
26


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.02.

	
 

	
Limitation
  of Suits

	
26


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.03.

	
 

	
Unconditional
  Rights of Noteholders To Receive Principal and Interest

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.04.

	
 

	
Restoration
  of Rights and Remedies

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.05.

	
 

	
Rights and
  Remedies Cumulative

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.06.

	
 

	
Delay or
  Omission Not a Waiver

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.07.

	
 

	
Control by
  Insurer and Noteholders

	
28


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.08.

	
 

	
Undertaking
  for Costs

	
28


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.09.

	
 

	
Waiver of
  Stay or Extension Laws

	
28


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.10.

	
 

	
Action on
  Notes

	
29


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.11.

	
 

	
Performance
  and Enforcement of Certain Obligations

	
29


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.12.

	
 

	
Subrogation

	
29


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.13.

	
 

	
Preference
  Claims

	
30


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.14.

	
 

	
Noteholder
  Rights

	
30


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  5.15.

	
 

	
Insurer’s
  Rights Regarding Actions, Proceedings or Investigations

	
31


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  VI      THE INDENTURE
  TRUSTEE

	
32


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.01.

	
 

	
Duties of
  Indenture Trustee

	
32


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.02.

	
 

	
Rights of
  Indenture Trustee

	
34





ii






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.03.

	
 

	
Individual
  Rights of Indenture Trustee

	
35


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.04.

	
 

	
Indenture
  Trustee’s Disclaimer

	
35


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.05.

	
 

	
Notice of
  Rapid Amortization Events and Events of Servicing Termination

	
36


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.06.

	
 

	
Reports by
  Indenture Trustee to Holders

	
36


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.07.

	
 

	
Compensation
  and Indemnity

	
36


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.08.

	
 

	
Replacement
  of Indenture Trustee

	
37


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.09.

	
 

	
Successor
  Indenture Trustee by Merger

	
38


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.10.

	
 

	
Appointment
  of Co-Indenture Trustee or Separate Indenture Trustee

	
38


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.11.

	
 

	
Eligibility;
  Disqualification

	
39


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.12.

	
 

	
Representations
  and Warranties

	
39


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.13.

	
 

	
Preferential
  Collection of Claims Against Issuer

	
40


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  VII     NOTEHOLDERS’
  LISTS AND REPORTS

	
40


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  7.01.

	
 

	
Issuer To
  Furnish Indenture Trustee Names and Addresses of Noteholders

	
40


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  7.02.

	
 

	
Preservation
  of Information; Communications to Noteholders

	
40


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  7.03.

	
 

	
Reports by
  Issuer

	
41


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  7.04.

	
 

	
Reports by
  Indenture Trustee

	
41


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  VIII    ACCOUNTS,
  DISBURSEMENTS AND RELEASES

	
42


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  8.01.

	
 

	
Collection
  of Money

	
42


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  8.02.

	
 

	
Trust
  Accounts and Certificate Account

	
42


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  8.03.

	
 

	
General
  Provisions Regarding Accounts

	
42


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  8.04.

	
 

	
Release of
  Collateral

	
42


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  IX      SUPPLEMENTAL
  INDENTURES

	
43


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  9.01.

	
 

	
Supplemental
  Indentures Without Consent of Noteholders

	
43


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  9.02.

	
 

	
Supplemental
  Indentures with Consent of Insurer and Noteholders

	
44


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  9.03.

	
 

	
Execution of
  Supplemental Indentures

	
45


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  9.04.

	
 

	
Effect of
  Supplemental Indenture

	
45


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  9.05.

	
 

	
Conformity
  with Trust Indenture Act

	
46


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  9.06.

	
 

	
Reference in
  Notes to Supplemental Indentures

	
46





iii






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  9.07.

	
 

	
Opinion of
  Counsel

	
46


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  X         REDEMPTION OF
  NOTES

	
46


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  10.01.

	
 

	
Redemption

	
46


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  10.02.

	
 

	
Form of
  Redemption Notice

	
47


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  10.03.

	
 

	
Notes
  Payable on Optional Redemption Date

	
47


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  XI        MISCELLANEOUS

	
47


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.01.

	
 

	
Compliance
  Certificates and Opinions, etc

	
47


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.02.

	
 

	
Form of
  Documents Delivered to Indenture Trustee

	
48


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.03.

	
 

	
Acts of
  Noteholders

	
49


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.04.

	
 

	
Notices,
  etc., to Indenture Trustee, Issuer, Insurer and Rating Agencies

	
49


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.05.

	
 

	
Notices to
  Noteholders; Waiver

	
50


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.06.

	
 

	
Rights of
  Insurer to Exercise Rights of Noteholders

	
51


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.07.

	
 

	
Conflict
  with Trust Indenture Act

	
51


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.08.

	
 

	
Effect of
  Headings and Table of Contents

	
51


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.09.

	
 

	
Successors
  and Assigns

	
51


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.10.

	
 

	
Severability

	
51


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.11.

	
 

	
Benefits of
  Indenture and Consents of Noteholders

	
51


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.12.

	
 

	
Legal
  Holidays

	
51


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.13.

	
 

	
Governing
  Law

	
52


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.14.

	
 

	
Counterparts

	
52


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.15.

	
 

	
Recording of
  Indenture

	
52


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.16.

	
 

	
Trust
  Obligations

	
52


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.17.

	
 

	
No Petition

	
53


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.18.

	
 

	
Inspection

	
53


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  11.19.

	
 

	
Retirement
  of Securities

	
53





iv






TABLE OF CONTENTS
(continued)


EXHIBITS


	
 

	
 


	
EXHIBIT A

	
Form of
  Notes


	
 

	
 


	
EXHIBIT B

	
Form of
  ERISA Transfer Affidavit





v






          This
Indenture (this “Indenture”), dated as of March 23, 2007, is by and between
INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2007-H1, a
Delaware statutory trust (the “Issuer”), and DEUTSCHE BANK NATIONAL TRUST
COMPANY, a national banking 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 and for the equal
and ratable benefit of the Holders of the Issuer’s variable rate notes (the
“Notes”) and the Insurer:


          As
security for the payment and performance by the Issuer of its obligations under
this Indenture and the Notes, and as an additional inducement to the Insurer to
issue the Policy, the Issuer has agreed to assign the Collateral (as defined
below) to the Indenture Trustee on behalf of the Noteholders and the Insurer.


          Financial
Security Assurance Inc. (the “Insurer”) has issued and delivered a financial
guaranty insurance policy for the Notes, dated the Closing Date (the “Policy”),
pursuant to which the Insurer guarantees the Scheduled Payment (as defined in
the Policy).


          As
an inducement to the Insurer to issue and deliver the Policy, the Issuer and
the Insurer have executed and delivered the Insurance and Indemnity Agreement,
dated as of March 23, 2007 (as amended from time to time, the “Insurance and
Indemnity Agreement”), among the Insurer, the Issuer, IndyMac ABS, Inc., and
IndyMac Bank, F.S.B.


GRANTING CLAUSE


          Each
of the Issuer and the Owner Trustee hereby Grants to the Indenture Trustee at
the Closing Date, as Indenture Trustee for the benefit of the Holders of the
Notes and the Insurer, all of the Issuer’s right, title and interest, whether
now owned or hereafter acquired, in and to: (i) the Trust Fund (as defined in
the Sale and Servicing Agreement); (ii) the Issuer’s rights and benefits but
none of its obligations under the Sale and Servicing Agreement (including the
Issuer’s right to cause the Seller to repurchase Mortgage Loans from the Issuer
under the circumstances described therein); (iii) the Issuer’s rights and
benefits but none of its obligations under the Administration Agreement; (iv)
the Issuer’s rights and benefits but none of its obligations under the Mortgage
Loan Purchase Agreement (including the Issuer’s right to cause the Seller to
repurchase Mortgage Loans from the Issuer under the circumstances described
therein); (v) the Trust Accounts, all amounts, security entitlements and other
property in the Trust Accounts from time to time; (vi) all other property of
the Issuer from time to time; and (vii) 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 this 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
in this Indenture to the best of its ability to the end that the interests of
the Holders of the Notes and the Insurer may be adequately and effectively
protected.


          The
Indenture Trustee hereby agrees that it will hold the Policy in trust and that
it will hold any proceeds of any claim made upon the Policy solely for the use
and the benefit of the Noteholders in accordance with the terms hereof and the
terms of the Policy.


          Neither
the Indenture Trustee nor the Issuer assumes or shall assume any obligation
under any Mortgage Note that provides for the funding of future Draws to the
Mortgagor thereunder, and neither the Indenture Trustee nor the Issuer shall be
obligated to fund any such future Draws.


ARTICLE I


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. Capitalized terms used but
not defined herein shall have the respective meanings set forth in the Sale and
Servicing Agreement (as defined below).


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


          Applicable
Law: The meaning specified in Section 6.02(h). 


          Applicants:
The meaning set forth in Section 7.02.


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


          Benefit
Plans: The meaning specified in Section 2.03(a).


2






          Book-Entry
Notes: Beneficial interests in the 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 2.10; 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 B to the Trust Agreement.


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


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


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


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


          Commission:
The Securities and Exchange Commission, or any successor thereto.


          Corporate
Trust Office: The designated office of the Indenture Trustee in the State
of California at which at any particular time its corporate trust business with
respect to this Indenture is administered, which office at the date of the execution
of this Indenture is located at 1761 East St. Andrew Place, Santa Ana,
California 92705, Attn: Corporate Trust Administration IN07H1 (IndyMac Home
Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1), facsimile no. (714)
247-6285, and which is the address to which notices to and correspondence with
the Indenture Trustee should be directed, or with respect to the Certificate
Registrar, the designated office for presentment and surrender of certificates
for registration, transfer or exchange thereof located at DB Services
Tennessee, 648 Grassmere Road, Nashville, Tennessee 37211, Attn: Transfer Unit.


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


          Definitive
Notes: Any definitive, fully registered Note.


          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.


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


3






          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.


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


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


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


          Independent
Certificate: A certificate or opinion to be delivered to the Indenture
Trustee and, so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer and no Insurer Default has occurred and is
continuing, the Insurer 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 and, so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer and no Insurer
Default has occurred and is continuing, the Insurer 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:
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1, 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.


4






          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.


          Notes:
The Notes issued pursuant to this Indenture, substantially in the form attached
hereto as Exhibit A.


          Note
Depository Agreement: The agreement dated March 23, 2007, among the Issuer,
the Administrator, the Indenture Trustee and The Depository Trust Company, as
the initial Clearing Agency, relating to the Notes.


          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 and Note Registrar: The respective meanings specified in
Section 2.04.


          Officer’s
Certificate: A certificate signed by any Authorized Officer of the Issuer,
under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 11.01, and delivered to the Indenture
Trustee and, so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer and no Insurer Default has occurred and is
continuing, the Insurer. Unless otherwise specified, any reference in this
Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of
any Authorized Officer of the Issuer.


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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
          (ii)
  Notes the payment for which money in the necessary amount has been
  theretofore deposited with the Indenture Trustee 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 Indenture Trustee); 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 bona fide
  purchaser;





provided, however, that Notes which have been paid
with proceeds of the Policy shall continue to remain Outstanding for purposes
of the Indenture until the Insurer has been paid as subrogee under the
Insurance and Indemnity Agreement or the Insurer has been reimbursed pursuant
to the Insurance and Indemnity Agreement, as evidenced by a written notice from
the Insurer delivered to the Indenture Trustee, and the Insurer shall be deemed
to be the Holder thereof to the extent of


5






any payments
thereon made by the Insurer; provided
further, that in determining
whether the Holders of the requisite Outstanding Amount of the Notes have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder or under any Transaction Document, Notes owned by the Issuer, any
other obligor upon the Notes, the Depositor, the Owner Trustee, the Indenture
Trustee, the Servicer, the 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 Amount and 100% of the Outstanding
Amount 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 Servicer, the Administrator or any
Affiliate of any of the foregoing Persons.


          Outstanding
Amount: With respect to any Notes or all of the Notes, as applicable, and
any date of determination, the Note Principal Amount or aggregate Note
Principal Amount that is Outstanding as of such date.


          Paying
Agent: The Indenture Trustee or any other Person that meets the eligibility
standards for the Indenture Trustee specified in Section 6.11 and is authorized
by the Issuer to make payments to and distributions from the Trust Accounts,
including payments of principal and/or interest on the Notes on behalf of the
Issuer.


          Predecessor
Note: With respect to any particular Note, every previous Note evidencing
all or a portion of the same debt as that evidenced by such particular Note;
and, for the purpose of this definition, any Note authenticated and delivered
under Section 2.05 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.


          Preference
Claim: The meaning specified in Section 5.13(b).


          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.


          PTCE:
The meaning specified in Section 2.03(a).


          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 such Rating Agency) prior notice
thereof and that each Rating Agency shall have notified the Depositor, the
Issuer, the Indenture Trustee, and, so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer, the Insurer in
writing that such action will not result in a reduction or withdrawal of the
then current rating of the rated Notes without, in the case of the Notes,
taking into account the Policy.


6






          Responsible
Officer: When used with respect to the Indenture Trustee, any Managing
Director, any Director, any Vice President, any Assistant Vice President, any
Associate, any Assistant Secretary, any Trust Officer, or any other officer of
the Indenture Trustee customarily performing functions similar to those
performed by any of the above designated officers who at such time shall be
officers to whom, with respect to a particular matter, the matter is referred
because of the officer’s knowledge of and familiarity with the particular
subject and who has direct responsibility for the administration of this
Agreement.


          S&P:
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.


          Sale
and Servicing Agreement: The Sale and Servicing Agreement dated as of March
14, 2007, among the Issuer, IndyMac ABS, Inc., as depositor, IndyMac Bank,
F.S.B., as seller and servicer, and Deutsche Bank National Trust Company, as
indenture trustee, as such may be amended or supplemented from time to time.


          Securities
Act: The Securities Act of 1933, as amended.


          Similar
Law: The meaning specified in Section 2.03(a).


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


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


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


          Section
1.02. Incorporation by Reference of Trust Indenture Act.


          (a)
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.


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


7






          (b)
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 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)
  “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 II


THE NOTES


          Section
2.01. Form. The Notes shall be designated as the “IndyMac Home Equity
Mortgage Loan Asset-Backed Trust, Series 2007-H1, Series 2007-H1, Asset-Backed
Notes, Series 2007-H1.” The Notes, together with the Indenture Trustee’s
certificate of authentication, shall be in substantially the forms set forth in
Exhibit A with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or


8






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
global certificates (“Global Securities”) representing the Book-Entry Notes
shall be typewritten, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved borders), all as
determined by the officers executing such Notes, as evidenced by their
execution of such Notes.


          Each
Note shall be dated the date of its authentication. The terms of the Notes set
forth in Exhibit A are part of the terms of this Indenture.


          Section
2.02. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any Authorized Officer of the Owner Trustee
or the Administrator. 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 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
Indenture Trustee shall, upon Issuer Order, authenticate and deliver the Notes
for original issue in the Initial Note Principal Amount of $650,071,000. The
aggregate principal amounts of the Notes at any time may not exceed such
amount.


          The
Notes will be issued in minimum principal amount denominations of $250,000 and
integral multiples of $1,000 in excess thereof.


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


          Section
2.03. Limitations on Transfer of the Notes.


          (a)
No transfer of a Note in the form of a Definitive Note shall be made unless the
Note Registrar shall have received either (i) a representation from the transferee
of such Note, acceptable to and in form and substance satisfactory to the Note
Registrar and the Depositor (such requirement is satisfied only by the Note
Registrar’s receipt of a transfer affidavit from the transferee substantially
in the form of Exhibit B hereto), to the effect that such transferee (i) is not
acquiring such Note for, or on behalf of, an employee benefit plan or other
retirement arrangement that is subject to 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, on behalf of, 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 (x)
the statutory


9






exemption set
forth under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, (y)
Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
PTCE 95-60, PTCE 96-23 or (z) 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 first sentence 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 also a Book-Entry Note (or the acceptance by a
Note Holder of the beneficial interest in such Note).


          (b)
To the extent permitted under applicable law (including, but not limited to,
ERISA), none of the Indenture Trustee, the Note Registrar or the Depositor
shall have any liability to any Person for any registration or transfer of any
Note that is in fact not permitted by this Section 2.03 or for the Indenture
Trustee (or any paying agent on its behalf) 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 this
Indenture, the Prospectus and any other offering document.


          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 Depositor, the Indenture
Trustee or any intermediary; and the Indenture Trustee shall not make any
payments on such Note for as long as such Person is the Holder of such Note.


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


          (c)
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.


          (d)
The Indenture Trustee will not have the ability to monitor transfers of the
Notes while they are in book-entry form and will have 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 Indenture
Trustee 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. 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


10






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.


          If
a Person other than the Indenture Trustee is appointed by the Issuer as Note
Registrar, the Issuer will give the Indenture Trustee and, so long as the Notes
are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer, the Insurer 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 and, so long as the Notes are Outstanding
or any Reimbursement Amounts remain due and owing to the Insurer, the Insurer
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 Indenture Trustee shall authenticate and the
Noteholder shall be entitled to obtain from the Indenture Trustee, in the name
of the designated transferee or transferees, one or more new Notes in any
authorized denominations, of a like aggregate principal amount.


          At
the option of the Holder, Notes may be exchanged for other Notes 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 Indenture
Trustee 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.


          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 Indenture Trustee 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.


11






          The
preceding provisions of this Section 2.04 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 Indenture Trustee, or the Indenture Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Indenture Trustee and the Insurer such security
or indemnity as may be required by it to hold the Issuer, the Indenture Trustee
and the Insurer 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 bona fide purchaser, and upon certification provided by the Holder of such
Note that the requirements of Section 8-405 of the UCC are met, the Issuer
shall execute, and upon its request the Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a replacement Note; 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 Optional
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, the Indenture Trustee and the Insurer shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer, the Indenture Trustee or the Insurer in
connection therewith.


          Upon
the issuance of any replacement Note under this Section 2.05, 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) connected therewith.


          Every
replacement Note issued pursuant to this Section 2.05 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 2.05 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.


12






          Section
2.06. Persons Deemed Owners. Prior to due presentment for registration
of transfer of any Note, the Issuer, the Indenture Trustee and the Insurer and
any agent of the Issuer, the Indenture Trustee or the Insurer 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 Indenture
Trustee or the Insurer or any agent of the Issuer, the Indenture Trustee or the
Insurer shall be affected by notice to the contrary.


          Section
2.07. Payment of Principal and Interest. (a) The Notes shall accrue
interest at the Note Rate set forth in the Sale and Servicing Agreement, and
such interest shall be payable on each Payment Date, subject to Section 3.01.
Interest shall be computed on the Notes on the basis of a 360-day year and the
actual number of days elapsed in each Interest Accrual Period. With respect to
the Notes, the Indenture Trustee shall determine LIBOR for each applicable Interest
Accrual Period on the second London Business Day prior thereto, in accordance
with the provisions of Section 5.02 of the Sale and Servicing Agreement. All
interest payments on the Notes shall be made pro
rata to the Noteholders entitled thereto. Any installment of
interest or principal payable on the Notes 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 Indenture Trustee at least
five Business Days prior to the related Record Date, by the Holder of any Note,
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 2.10, 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, and provided further that the final installment of principal payable
with respect to any Note on a Payment Date or on the applicable Final Scheduled
Payment Date for the Notes (and except for the Optional Redemption Price if the
Notes are 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, in the Sale and Servicing Agreement 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,
following a Rapid Amortization Event to the extent and in the manner set forth
in Section 5.08 of the Sale and Servicing Agreement. All principal payments on
the Notes shall be made pro rata
to the Noteholders entitled thereto. The Indenture Trustee shall notify the
Person in whose name a Note is registered at the close of business on the Record
Date preceding the 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 as soon as practicable 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.


13






          Section
2.08. Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than
the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated
and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange
for any Notes cancelled as provided in this Section 2.08, except as expressly
permitted by this Indenture. All cancelled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
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 Indenture Trustee.


          Section
2.09. Release of Collateral. (a) Except as otherwise provided in
subsections (b) and (c) of this Section 2.09 and the terms of the Transaction
Documents, 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 (which, so long as
any Notes are Outstanding or any Reimbursement Amounts remain due and owing to
the Insurer and no Insurer Default has occurred and is continuing, shall also
be addressed to the Insurer); provided
that no such Independent Certificates or Opinion of Counsel in lieu of such
Independent Certificates shall be necessary in respect of property released
from the lien of the Indenture in accordance with the provisions hereof if such
property consists solely of cash.


          (b)
The Servicer, on behalf of the Issuer and with the consent of the Insurer (so
long as the Notes are Outstanding or any Reimbursement Amounts remain due and
owing to the Insurer and not Insurer Default has occurred and is continuing),
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 Servicer of the Purchase Price of the Mortgage Loan, (ii) after a
Eligible Substitute Mortgage Loan is substituted for such Mortgage Loan and
payment of the Substitution Amount, if any, (iii) after liquidation of the
Mortgage Loan in accordance with the Sale and Servicing Agreement and the
deposit of all Liquidation Proceeds and Insurance Proceeds in the Collection
Account, (iv) upon the termination of a Mortgage Loan (due to, among other
causes, a prepayment in full of the Mortgage Loan and sale or other disposition
of the related Mortgaged Property), or (v) as contemplated by Section 8.01 of
the Sale and Servicing Agreement.


          (c)
The Indenture Trustee shall, if requested by the Servicer, temporarily release
or cause the applicable custodian temporarily to release to such party the
Mortgage File pursuant to the provisions of Section 3.08 of the Sale and
Servicing Agreement; provided, however,
that the Mortgage File shall have been stamped to signify the Issuer’s pledge
to the Indenture Trustee under the Indenture.


14






          Section
2.10. Book-Entry Notes. The 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 Indenture Trustee 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 Note Owner thereof will receive
a Definitive Note representing such Note Owner’s interest in such Note, except
as provided in Section 2.12. Unless and until Definitive Notes have been issued
to such Note Owners pursuant to Section 2.12:


	
 

	
 


	
 

	
          (i)
  the provisions of this Section 2.10 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 2.10 conflict with any
  other provisions of this Indenture, the provisions of this Section 2.10 shall
  control;


	
 

	
 


	
 

	
          (iv)
  the rights of Owners of Notes 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, neither the Indenture
  Trustee nor the Note Registrar shall register any transfer of a beneficial
  interest in a Book-Entry Note; and the initial Clearing Agency will make
  book-entry transfers among the Clearing Agency Participants and receive and
  transmit payments of principal of and interest on the Notes to such Clearing
  Agency Participants; and


	
 

	
 


	
 

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





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


15






          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 a Rapid Amortization Trigger Event, Note Owners of
the Book-Entry Notes representing beneficial interests aggregating at least a
majority of the Outstanding Amount 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, then
the Clearing Agency shall notify all Note Owners and the Indenture Trustee of
the occurrence of any such event and of the availability of Definitive Notes to
Owners of the Notes requesting the same. Upon surrender to the Indenture
Trustee of the typewritten Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer,
the Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive
Notes as Noteholders.


          Section
2.13. Tax Treatment. The Issuer has made two REMIC elections pursuant to
the Trust Agreement and the Notes will constitute a REMIC regular interest in
the Upper-Tier REMIC.


ARTICLE III


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, this
Indenture and the Sale and Servicing Agreement. Without limiting the foregoing
and in accordance with Section 8.02(b), the Issuer will cause to be distributed
on each Payment Date all amounts on deposit in the Payment Account, and
deposited therein pursuant to the Sale and Servicing Agreement for the benefit
of the Notes, to the Noteholders and the Insurer. 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.


16






          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 Payment Account pursuant to
Article V of the Sale and Servicing Agreement shall be made on behalf of the
Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from such accounts for payments of Notes shall be paid over to the
Issuer except as provided in this Section 3.03.


          On
or before the Business Day preceding each Payment Date, the Issuer shall
deposit or cause to be deposited in the Payment 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) shall promptly notify the Indenture
Trustee of its action or failure so to act.


          Any
Paying Agent shall be appointed by Issuer Order with written notice thereof to
the Indenture Trustee and, so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer, the Insurer. 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 to
execute and deliver to the Indenture Trustee and, so long as any Notes are
Outstanding or any Reimbursement Amounts remain due and owing to the Insurer,
the Insurer an instrument in which such Paying Agent shall agree with the Indenture
Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section 3.03, that such Paying Agent
will:


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (ii)
  give the Indenture Trustee and, so long as any Notes are Outstanding or any
  Reimbursement Amounts remain due and owing to the Insurer, the Insurer 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 with the written consent of the Insurer, if
  the Insurer is the Controlling Party, 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





17







	
 

	
 


	
 

	
          (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 Issuer shall
  have first provided the calculations pertaining thereto and the amount of any
  resulting withholding taxes to the Indenture Trustee.





          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 the Notes 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, with, so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer and no Insurer
Default has occurred and is continuing, the prior written request of the
Insurer, 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, the Insurer or such Paying Agent with respect to such
trust money shall thereupon cease; provided,
however, that if such money or
any portion thereof had been previously deposited by the Insurer with the
Indenture Trustee for the payment of principal or interest on the Notes, to the
extent any amounts are owing to the Insurer, such amounts shall be paid
promptly to the Insurer upon receipt of a written request by the Insurer to
such effect; and, provided, further, that the Indenture Trustee or such Paying
Agent, before being required to make any such repayment, shall at the expense
and direction of the Issuer cause to be published once, in 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 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


18






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
prepare, 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, the Noteholders and the Insurer in such Collateral against the
  claims of all persons and parties.





          The
Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
to execute any financing statement, continuation statement or other instrument
required to be executed pursuant to this Section 3.05 and hereby authorizes the
Indenture Trustee 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. The foregoing designation shall not
impose on the Indenture Trustee any obligation to take any such action.


          Section
3.06. Opinions as to Collateral. On the Closing Date, the Issuer shall
furnish to the Administrator, the Insurer 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.


19






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


          (b)
The Issuer may contract with other Persons acceptable to the Insurer (so long
as the Notes are Outstanding or any Reimbursement Amounts remain due and owing
to the Insurer) to assist it in performing its duties under this Indenture, and
any performance of such duties by a Person identified to the Indenture Trustee
and the Insurer 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
Administrator to assist the Issuer in performing its duties under this
Indenture.


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


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


          (e)
As promptly as possible after the giving of notice of termination to the
Servicer of the Servicer’s rights and powers pursuant to Section 7.01 of the
Sale and Servicing Agreement, the Indenture Trustee shall proceed in accordance
with Section 7.01 and 7.02 of the Sale and Servicing Agreement.


          (f)
Without derogating from the absolute nature of the assignment granted to the
Indenture Trustee under this Indenture or the rights of the Indenture Trustee
hereunder, the Issuer agrees (i) that it will not, without the prior written
consent of the Indenture Trustee and the Insurer (so long as the Notes remain
Outstanding or any Reimbursement Amounts remain due and owing to the Insurer
and no Insurer Default has occurred and is continuing), 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 Transaction Documents (except to the extent otherwise provided in any such
Transaction Document), or waive timely performance or observance by (x) the
Servicer or the Depositor of its respective duties under the Sale and Servicing
Agreement, or (y) the Seller of its obligations under the Mortgage Loan
Purchase 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, the
Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer) and the Certificateholders, or (B) reduce
the aforesaid percentage of the Notes that is required to consent


20






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, the Insurer and such
Holders, as applicable, 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 Sale and Servicing Agreement, sell, transfer, exchange or
  otherwise dispose of any of the properties or assets of the Issuer, including
  those included in the Collateral without the consent of the Insurer (so long
  as the Notes remain Outstanding or any Reimbursement Amounts remain due and
  owing to the Insurer and no Insurer Default has occurred and is continuing),
  or if an Insurer Default has occurred and is continuing, 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 Mortgagor or as
  otherwise permitted in the Sale and Servicing Agreement) or (C) permit the
  lien of this Indenture not to constitute a valid first priority (other than
  with respect to any such tax, mechanics’ or other lien or as otherwise
  permitted in the Sale and Servicing Agreement) security interest in the
  Collateral;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (v)
  remove the 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 tax on the Issuer (including, but not limited to, the tax on
  prohibited transactions under the Code); or





21







	
 

	
 


	
 

	
          (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 and the Insurer, within 120 days after the end of each fiscal
year of the Issuer (commencing with the fiscal year 2007), 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. 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 Transaction Documents and
activities incidental thereto.


          Section
3.11. 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
3.12. Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuring another’s payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in connection
with the obligations, stocks or dividends of, or own, purchase, repurchase or
acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution to,
any other Person.


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


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


22






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


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


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


          Section
3.18. 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 each applicable UCC) in the Collateral in favor of the Indenture Trustee,
  which security interest is prior to all other liens, and is enforceable as
  such against creditors of and purchasers from the Issuer;


	
 

	
 


	
 

	
          (ii)
  The Mortgage Notes constitute either “instruments” or “general intangibles”
  within the meaning of each applicable UCC;


	
 

	
 


	
 

	
          (iii)
  The Issuer owns and has good title to the Collateral 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 Loans to the pledge of the Mortgage Loans hereunder to the
  Indenture Trustee;


	
 

	
 


	
 

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


	
 

	
 


	
 

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





23






	
 

	
 


	
 

	
          (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 Collateral. 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 Collateral 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; 


	
 

	
 


	
 

	
          (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; and


	
 

	
 


	
 

	
          (ix)
  The Issuer has caused or will have caused, within ten days, the filing of all
  appropriate financing statements in the proper filing office in the
  appropriate jurisdictions under applicable law in order to perfect the
  security interest in the Collateral granted to the Indenture Trustee
  hereunder.


	
 

	
 


	
          (b)
  The representations and warranties set forth in this Section 3.18 shall
  survive the Closing Date and shall not be waived.





ARTICLE IV


SATISFACTION AND DISCHARGE


          Section
4.01. Satisfaction and Discharge of Indenture. Upon payment in full to
the Insurer of all amounts due to the Insurer and payment in full to each
Noteholder of all amounts due on the Notes, this Indenture shall cease to be of
further effect with respect to the Notes, except as to (i) rights of
registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive
payments of principal thereof and interest thereon, (iv) the rights, obligations
and immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 and the obligations of the Indenture
Trustee under Sections 3.03 and 4.02) and (v) the rights of Noteholders and the
Insurer as beneficiaries hereof with respect to the property so deposited with
the Indenture Trustee payable to all or any of them, and the Indenture Trustee,
on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when


          (A)
either


                    (1)
all Notes theretofore authenticated and delivered (other than (i) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 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 and
the Policy has terminated and been returned to the Insurer for cancellation and
all amounts owing to the Insurer have been paid in full; or


24






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


                         a.
have become due and payable,


                         b.
will become due and payable at the applicable Final Scheduled Payment 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 Indenture Trustee 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 Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date such amounts are payable), in trust for such purpose,
in an amount sufficient to pay and discharge the entire indebtedness on such
Notes not theretofore delivered to the Indenture Trustee for cancellation when
due on the Final Scheduled Payment Date or Optional Redemption Date (if the
Notes are called for redemption pursuant to Section 10.01 hereof), as the case
may be;


          (B)
the later of (a) payment in full of all outstanding obligations under the
Notes, (b) the payment in full of all unpaid fees and expenses of the Indenture
Trustee hereunder and the other Transaction Documents, (c) the payment of all
amounts due and owing to the Insurer for unpaid premiums and unreimbursed prior
draws made under the Policy and all other amounts owing to the Insurer,
together with interest thereon as provided under the Insurance and Indemnity
Agreement, and (d) the date on which the Issuer has paid or caused to be paid
all other sums payable hereunder by the Issuer; and 


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


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


          Section
4.02. Application of Trust Money. All moneys deposited with the
Indenture Trustee 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, the
Sale and Servicing Agreement and this Indenture, to the payment, either
directly or through any Paying Agent, as the Indenture Trustee may determine,
to the Holders of the particular Notes for the payment or redemption of which
such moneys have been deposited with the Indenture Trustee, of all sums due and
to become due thereon for principal and interest and to the Insurer for
payments of any amounts due to it under the Transaction Documents; but such
moneys need not be segregated from other funds except to the extent required
herein or in the Sale and Servicing Agreement or required by law.


25






          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.


ARTICLE V


REMEDIES


          Section
5.01. Remedies. If a Rapid Amortization Event as described in Section
5.08 of the Sale and Servicing Agreement shall have occurred and be continuing,
the Noteholders shall be entitled on each Payment Date to an amount equal to
the Maximum Principal Payment and Interest Payment Amount for such Payment Date
payable during such Rapid Amortization Period, payable in accordance with the
priorities set forth in Section 5.08 of the Sale and Servicing Agreement. The
rights contained in this Article V are in addition to any rights that the
Noteholders possess pursuant to the Sale and Servicing Agreement.


          Section
5.02. Limitation of Suits. No Holder of any Note shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (ii)
  the Holders of not less than 50% of the Outstanding Amount of the Notes have
  made written request to the Indenture Trustee to institute such proceeding
  with respect to the Notes in respect of such Rapid Amortization Event in its
  own name as Indenture Trustee hereunder;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (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 Amount of the Notes; and


	
 

	
 


	
 

	
          (vi)
  the Notes are no longer outstanding and no Reimbursement Amounts remain due
  and owing to the Insurer or an Insurer Default shall have occurred and be
  continuing;





26






it being
understood and intended that no Holder of Notes shall have any right in any
manner whatsoever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holder of
Notes or to obtain or to seek to obtain priority or preference over any other
Holder 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 Amount of the Notes, the
Indenture Trustee shall take direction from the group providing indemnity and
representing the greater percentage of the Outstanding Amount of the Notes,
notwithstanding any other provisions of this Indenture.


          Section
5.03. Unconditional Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note
shall have the right, which is absolute and unconditional, to receive payment
of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or,
in the case of redemption, on or after the Optional 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
5.04. 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, then and in every such case the Issuer, the Insurer, 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, the Insurer and
the Noteholders shall continue as though no such proceeding had been
instituted.


          Section
5.05. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Controlling Party 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
5.06. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee, the Insurer or any Holder of any Note to exercise any right
or remedy accruing upon any Rapid Amortization Event shall impair any such
right or remedy or constitute a waiver of any such Rapid Amortization Event or
an acquiescence therein. Every right and remedy given by this Article V or by
law to the Indenture Trustee, the Insurer or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee, the Insurer or by the Noteholders, as the case may be.


27






          Section
5.07. Control by Insurer and Noteholders. The Insurer (or, if an Insurer
Default shall have occurred and is continuing or if the Notes are no longer
Outstanding and no Reimbursement Amounts remain due and owing to the Insurer,
Holders of a majority of the Outstanding Amount of the Notes) shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee pursuant to Section 5.08 of the Sale
and Servicing Agreement 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; and


	
 

	
 


	
 

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





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


          Section
5.08. Undertaking for Costs. All parties to this Indenture agree, and
each Holder of any Note by such Holder’s acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.08 shall not apply to (a) any suit
instituted by the Indenture Trustee, (b) any suit instituted by the Insurer (so
long as any Reimbursement Amounts remain due and owing to the Insurer and no
Insurer Default has occurred), (c) any suit initiated by any Noteholder, or
group of Noteholders with the prior written consent of the Insurer (so long as
the Notes remain Outstanding or any Reimbursement Amounts remain due and owing
to the Insurer), in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes or (d) 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 Optional Redemption Date).


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


28






          Section
5.10. 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, the Insurer or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee or the Insurer 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.


          Section
5.11. Performance and Enforcement of Certain Obligations.


          (a)
Promptly following a request from the Indenture Trustee (at the direction of
the Insurer, so long as the Notes remain Outstanding or any Reimbursement
Amounts remain due and owing to the Insurer and no Insurer Default has occurred
and is continuing) to do so and at the Servicer’s or Seller’s expense, as
applicable, the Issuer agrees to take all such lawful action as the Indenture
Trustee may request to compel or secure the performance and observance by the
Seller and the Servicer, as applicable, of each of their obligations to the
Issuer under or in connection with the Sale and Servicing Agreement and the
Mortgage Loan Purchase Agreement in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer under or in connection with the Sale and Servicing Agreement and
the Mortgage Loan Purchase 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 or the Servicer thereunder and the institution of legal
or administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their respective obligations under the Sale
and Servicing Agreement and the Mortgage Loan Purchase Agreement.


          (b)
If a Rapid Amortization Event has occurred and is continuing, the Indenture
Trustee, with the consent of the Insurer, may, and, at the written direction of
the Insurer (or, if the Notes are no longer outstanding and no Reimbursement
Amounts remain due and owing to the Insurer or if an Insurer Default has
occurred and is continuing, the Holders of 66 2/3% of the Outstanding Amount of
the Notes) shall, exercise all rights, remedies, powers, privileges and claims
of the Issuer against the Seller or the Servicer under or in connection with
the Transaction Documents, including the right or power to take any action to
compel or secure performance or observance by the Seller, the Depositor, the
Servicers or the Servicer of each of their obligations to the Issuer under the
Transaction Documents and to give any consent, request, notice, direction,
approval, extension or waiver under the Transaction Documents, and any right of
the Issuer to take such action shall be suspended.


          Section
5.12. Subrogation. The Indenture Trustee shall receive as
attorney-in-fact of each Holder of Notes any Insured Payments from the Insurer
pursuant to the Policy. Any and all Insured Payments disbursed by the Indenture
Trustee from claims made under the Policy shall not be considered payment by
the Issuer, and shall not discharge the obligations of the Issuer with respect
thereto. The Insurer shall, to the extent it makes any payment with respect to
the Notes, become subrogated to the rights of the recipient of such payments to
the extent of such payments. Subject to and conditioned upon any payment with
respect to the Notes by or on behalf of the Insurer, the Indenture Trustee
shall assign to the Insurer all rights to the payment of interest or principal
with respect to the Notes which are then due for payment to the extent of all
payments made by the Insurer.


29






          Section
5.13. Preference Claims.


          (a)
In the event that the Indenture Trustee has received a certified copy of an
order of the appropriate court that any payment of principal and interest on a
Note has been avoided in whole or in part as a preference payment under
applicable bankruptcy law pursuant to a final nonappealable order of a court
having competent jurisdiction, the Indenture Trustee shall so notify the
Insurer, shall comply with the provisions of the Policy to obtain payment by
the Insurer of such avoided payment, and shall, at the time it provides notice
to the Insurer, notify Holders of the Notes by mail that, in the event that any
Noteholder’s payment is so recoverable, such Noteholder will be entitled to
payment pursuant to the terms of the Policy. The Indenture Trustee shall
furnish to the Insurer at its written request, the requested records it holds
in its possession evidencing the payments of principal of and interest on
Notes, if any, which have been made by the Indenture Trustee and subsequently
recovered from Noteholders and the dates on which such payments were made. Pursuant
to the terms of the Policy, the Insurer will make such payment on behalf of the
related Noteholder to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the final order of the court exercising
jurisdiction on behalf of the Noteholders and not to the Indenture Trustee or
any Noteholder directly (unless such Noteholder has returned principal or
interest paid on the Notes to such receiver or trustee in bankruptcy, in which
case the Insurer shall make such payment to the Indenture Trustee for payment
to such Noteholder in accordance with the terms of the Policy).


          (b)
The Indenture Trustee shall promptly notify the Insurer of any proceeding or
the institution of any action (of which the Indenture Trustee has actual
knowledge) seeking the avoidance as a preferential transfer under applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (a
“Preference Claim”) of any distribution made with respect to the Notes. Each
Holder of Notes, by its purchase of Notes, and the Indenture Trustee hereby
agree that so long as an Insurer Default shall not have occurred and be
continuing, the Insurer may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters relating to such
Preference Claim, including, without limitation, (i) the direction of any
appeal of any order relating to any Preference Claim and (ii) the posting of
any surety, supersedeas or performance bond pending any such appeal at the
expense of the Insurer, but subject to reimbursement as provided in the
Insurance and Indemnity Agreement. In addition, and without limitation of the
foregoing, as set forth in Section 5.12, the Insurer shall be subrogated to,
and each Holder of Notes and the Indenture Trustee hereby delegate and assign,
to the fullest extent permitted by law, the rights of the Indenture Trustee and
each Holder of Notes in the conduct of any proceeding with respect to a
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in
connection with any such Preference Claim. All actions taken under this Section
5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of
the Policy.


          Section
5.14. Noteholder Rights. Each Holder of Notes by the acceptance of its
Note agrees that, so long as the Notes are Outstanding or any Reimbursement
Amounts remain due and owing to the Insurer and no Insurer Default has occurred
and is continuing, the Insurer shall be treated by the Issuer, the Seller, the
Depositor, the Servicers, the Servicer, the Owner Trustee and the Indenture
Trustee as if the Insurer were the Holder of the Notes for the purpose of the
giving of any consent, the making of any direction or the exercise of any
voting or other control


30






rights
otherwise given to the Holder of Notes hereunder without any further consent of
the Holder of Notes. So long as the Notes are Outstanding or any Reimbursement
Amounts remain due and owing to the Insurer and no Insurer Default has occurred
and is continuing, the Holders of Notes may only exercise such rights with the
consent of the Insurer.


          Section
5.15. Insurer’s Rights Regarding Actions, Proceedings or Investigations.
Until all Notes have been paid in full, all amounts owed to the Insurer have
been paid in full, the Insurance and Indemnity Agreement has terminated and the
Policy has been returned to the Insurer for cancellation, the following
provisions shall apply:


          (a)
Unless an Insurer Default resulting from the failure of the Insurer to make
payments under the Policy has occurred or is continuing, notwithstanding
anything contained herein or in the other Transaction Documents to the
contrary, the Insurer shall have the right to participate in, to direct the
enforcement or defense of, and, at the Insurer’s sole option, to institute or
assume the defense of, any action, proceeding or investigation that could
adversely affect the Issuer, the Collateral, the Trust Fund or the rights or
obligations of the Insurer hereunder or under the Policy or the Transaction
Documents, including (without limitation) any insolvency or bankruptcy
proceeding in respect of the Seller, the Servicer, the Issuer or any affiliate
thereof. Following notice to the Indenture Trustee and subject to the preceding
sentence, the Insurer shall have exclusive right to determine, in its sole
discretion, the actions necessary to preserve and protect the Issuer, the
Collateral, and the Trust Fund. All costs and expenses of the Insurer in
connection with such action, proceeding or investigation, including (without
limitation) any judgment or settlement entered into affecting the Insurer or
the Insurer’s interests, shall be included in the Reimbursement Amount.


          (b)
In connection with any action, proceeding or investigation that could adversely
affect the Issuer, the Collateral, the Trust Fund or the rights or obligations
of the Insurer hereunder or under the Policy or the Transaction Documents,
including (without limitation) any insolvency or bankruptcy proceeding in
respect of the Seller, the Servicer, the Issuer or any affiliate thereof, the
Indenture Trustee hereby agrees to cooperate with, and to take such action as
directed by, the Insurer, including (without limitation) entering into such
agreements and settlements as the Insurer shall direct, in its sole discretion,
without the consent of any Noteholder.


          (c)
The Indenture Trustee hereby agrees to provide to the Insurer prompt written
notice of any action, proceeding or investigation of which a Responsible
Officer has received notice or has actual knowledge that names the Issuer or
the Indenture Trustee as a party or that could adversely affect the Issuer, the
Collateral, the Trust Fund or the rights or obligations of the Insurer
hereunder or under the Policy or the Transaction Documents, including (without
limitation) any insolvency or bankruptcy proceeding in respect of the Seller,
the Servicer, the Depositor, the Issuer or any affiliate thereof.


          (d)
Notwithstanding anything contained herein or in any of the other Transaction
Documents to the contrary, the Indenture Trustee shall not, without the
Insurer’s prior written consent or unless directed by the Insurer, undertake or
join any litigation or agree to any settlement of any action, proceeding or
investigation affecting the Issuer, the Collateral, the Trust


31






Fund or the
rights or obligations of the Insurer hereunder or under the Policy or the
Transaction Documents.


          (e)
Each Noteholder, by acceptance of its Note, and the Indenture Trustee agree
that the Insurer shall have such rights as set forth in this Section 5.15,
which are in addition to any rights of the Insurer pursuant to the other
provisions of the Transaction Documents, that the rights set forth in this
Section 5.15 may be exercised by the Insurer, in its sole discretion, without
the need for the consent or approval of any Noteholder or the Indenture
Trustee, notwithstanding any other provision contained herein or in any of the
other Transaction Documents, and that nothing contained in this Section 5.15
shall be deemed to be an obligation of the Insurer to exercise any of the
rights provided for herein.


ARTICLE VI


THE INDENTURE TRUSTEE


          Section
6.01. Duties of Indenture Trustee. (a) If a Rapid Amortization Event of
which a Responsible Officer of the Indenture Trustee has written notice or has
actual knowledge 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 a Rapid Amortization Event of which a
Responsible Officer of the Indenture Trustee has received written notice or has
actual knowledge:


	
 

	
 


	
 

	
          (i)
  the Indenture Trustee undertakes to perform such duties and only such duties
  as are specifically set forth in this Indenture and shall not be liable
  except for the performance of such duties and obligations as are specifically
  set forth in this Indenture and no implied covenants or obligations shall be
  read into this Indenture against the Indenture Trustee; and


	
 

	
 


	
 

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





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


	
 

	
 


	
 

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





32






	
 

	
 


	
 

	
          (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 (or the Insurer (so
  long as the Notes are Outstanding or any Reimbursement Amounts remain due and
  owing to the Insurer and no Insurer Default has occurred and is continuing))
  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 Transaction Documents or (B) any Default or
  Rapid Amortization Event, unless a Responsible Officer of the Indenture
  Trustee assigned to and working in its corporate trust department obtains
  actual knowledge of such Default or Rapid Amortization Event 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 Rapid Amortization Event.





          (d)
Every provision of this Indenture that in any way relates to the Indenture
Trustee is subject to the provisions of this Section 6.01.


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


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


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


          (h)
Every provision of this Indenture or any Transaction Document relating to the
conduct or affecting the liability of or affording protection to the Indenture
Trustee shall be subject to the provisions of this Section 6.01, Section 6.02
and to the provisions of the TIA.


          (i)
The Indenture Trustee shall, upon three Business Days’ prior written notice to
the Indenture Trustee, permit any representative of the Insurer, during the
Indenture Trustee’s normal business hours, to examine all books of account,
records, reports and other papers of the Indenture Trustee relating to the
Notes, to make copies and extracts (at the expense of the party requesting such
copies or extracts) therefrom and to discuss the Indenture Trustee’s affairs
and actions, as such affairs and actions relate to the Indenture Trustee’s
duties with respect to the


33






Notes, with
the Indenture Trustee’s officers and employees responsible for carrying out the
Indenture Trustee’s duties with respect to the Notes. 


          (j) The
Indenture Trustee shall execute and deliver the Sale and Servicing Agreement
and such other documents and instruments as shall be necessary or appropriate
in accordance with its duties and obligations under this Indenture. 


          (k)
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 Transaction Document, 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 Transaction Document against the
Indenture Trustee. The Indenture Trustee agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any
liens on any part of the Collateral that result from actions by, or claims
against itself 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 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
Transaction Document shall not be construed as a duty and the Indenture Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of such act. 


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


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


          (e)
The Indenture Trustee may consult with counsel, and any Opinion of Counsel with
respect to legal matters relating to this Indenture, any Transaction Document
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. 


34






          (f)
In the event that the Indenture Trustee is also acting as Paying Agent, Note
Registrar, custodian or Administrator hereunder or under any Transaction
Document, the rights and protections afforded to the Indenture Trustee pursuant
to this Article VI shall be afforded to such Paying Agent, Note Registrar,
custodian and Administrator. 


          (g)
The Indenture Trustee shall be under no obligation to institute, conduct or
defend any litigation under this Indenture or in relation to this Indenture, at
the request, order or direction of any of the Controlling Party or the Holders
of the Notes, as applicable, pursuant to the provisions of this Indenture,
unless such Holders of Notes of the Controlling Party or the Holders of the
Notes, as applicable, shall have offered to the Indenture Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon
the occurrence of a Rapid Amortization Event of which a Responsible Officer of
the Indenture Trustee shall have received notice or have actual knowledge (that
has not been cured or waived), exercise the rights and powers vested in it by
this Indenture or the Sale and Servicing Agreement with reasonable care and
skill. 


          (h)
In order to comply with laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating
to the funding of terrorist activities and money laundering (“Applicable Law”),
the Indenture Trustee is required to obtain, verify and record certain
information relating to individuals and entities which maintain a business
relationship with Indenture Trustee. Accordingly, each of the parties agrees to
provide to the Indenture Trustee upon its request from time to time such
identifying information and documentation as may be available for such party in
order to enable the Indenture Trustee to comply with Applicable Law.  


          (i)
The Indenture Trustee shall be entitled to the same rights, protection,
immunities and indemnities afforded to it under this Indenture as in all other
Transaction Documents (as defined in the Sale and Servicing Agreement). 


          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 Transaction Documents 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 Transaction Document 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. 


35






          Section
6.05. Notice of Rapid Amortization Events and Events of Servicing
Termination. If a Rapid Amortization Event or an Event of Servicer
Termination occurs and is continuing and if it is either known by, or written
notice of the existence thereof has been delivered to, a Responsible Officer of
the Indenture Trustee, the Indenture Trustee shall (i) promptly mail to the
Insurer notice of such event, and (ii) within 90 days after such knowledge or
notice occurs, mail to each Noteholder notice of such event. Except in the case
of a default in payment of principal of or interest on any Note, the Indenture
Trustee may withhold the notice of the Noteholders if and so long as one of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders; provided that
the Indenture Trustee shall not withhold any such notice to the Insurer. 


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


          Section
6.07. Compensation and Indemnity. The Indenture Trustee shall be
entitled, as compensation for its services, to the Indenture Trustee Fee. In
addition, the Indenture Trustee and any co-trustee shall be reimbursed by the
Issuer, as provided in Section 5.01 of the Sale and Servicing Agreement, for
all reasonable ordinary out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services
(as provided in the Sale and Servicing Agreement). Reimbursable expenses under
this Section 6.07 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
Section 5.01 of the Sale and Servicing Agreement, 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 Transaction Document, including, without limitation, the
execution and filing of any information returns and being the mortgagee of
record with respect to the Mortgage Loans. The Indenture Trustee or co-trustee,
as applicable, shall notify the Issuer and the 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 Administrator shall
not relieve the Issuer or the Administrator of their respective obligations
hereunder. The Issuer shall defend any such claim, and the Indenture Trustee
and any co-trustee may have separate counsel and the Issuer shall pay the fees
and expenses of such counsel. 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 or bad
faith. 


          The
Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to
this Section 6.07 shall survive the discharge of this Indenture. When the
Indenture Trustee or any co-trustee incurs expenses after the occurrence of a
Default specified in Section 5.08 of the Sale and Servicing Agreement with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under the Bankruptcy Code or any other applicable federal or
state bankruptcy, insolvency or similar law.


36






          Section
6.08. Replacement of Indenture Trustee. No resignation or removal of the
Indenture Trustee and no appointment of a successor Indenture Trustee shall
become effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any
time by giving 90 days’ written notice thereof to the Depositor, the Issuer,
the Insurer, 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; 


	
 

	
 


	
 

	
          (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; 


	
 

	
 


	
 

	
          (iv)
  the Indenture Trustee otherwise becomes incapable of acting; or 


	
 

	
 


	
 

	
          (v) a
  tax is imposed with respect to the Issuer by any state in which the Indenture
  Trustee or the Trust is located and the imposition of the tax would be
  avoided by the appointment of a different indenture trustee. 





          If
the Indenture Trustee resigns or is removed or if a vacancy exists in the
office of the Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer
shall promptly appoint a successor Indenture Trustee (approved in writing by
the Insurer, so long as such approval is not unreasonably withheld) 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 and the
Insurer. 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
and the Insurer. 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, the Insurer or the Holders of a majority in Outstanding Amount of the
Notes may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee reasonably acceptable to the Insurer. 


37






          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 acceptable to the
Insurer. 


          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 written notice of any such
transaction. 


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


          Section
6.10. Appointment of Co-Indenture Trustee or Separate Indenture Trustee.
(a) Notwithstanding any other provisions of this Indenture, at any time, for
the purpose of meeting any legal requirement of any jurisdiction in which any
part of the Collateral may at the time be located, the Indenture Trustee with
the consent of the Insurer, which consent shall not be unreasonably withheld,
delayed or denied, 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 Issuer, and to vest in such Person or Persons, in such capacity and for the
benefit of the Noteholders and the Insurer, such title to the Collateral, or
any part hereof, and, subject to the other provisions of this Section 6.10,
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 





38







	
 

	
 


	
 

	
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 VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee. 


          (d)
Any separate trustee or co-trustee may at any time constitute the Indenture
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
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 (which report shall be provided to the
Insurer upon request), (iii) have a long-term debt rating equivalent to “A” or
better by S&P or be otherwise acceptable to S&P and (iv) not be an
Affiliate of the Issuer or the Owner Trustee. The Indenture Trustee shall
comply with TIA Section 310(b), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9); provided,
however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met. 


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


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


39






          (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 any agreement or other instrument to which the Indenture
Trustee is a party or by which it is bound; and 


          (d)
There are no proceedings or investigations pending or the Indenture Trustee’s
best knowledge 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. 


          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 VII


NOTEHOLDERS’ LISTS AND REPORTS


          Section
7.01. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Indenture Trustee (a)
not more than five days after each Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the Holders
of Notes as of such Record Date, and (b) at such other times as the Indenture
Trustee may request in writing, within 30 days after receipt by the Issuer of
any such request, a list of similar form and content as of a date not more than
10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is
the Note Registrar, no such list shall be required to be furnished. The
Indenture Trustee or (if the Indenture Trustee is not the Note Registrar, the
Issuer) shall furnish to the Insurer or the Issuer, as applicable, in writing
upon their written request and at such other times as the Insurer or the Issuer
may request a copy of the list. 


          Section
7.02. Preservation of Information; Communications to Noteholders. (a)
The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.01
and the names and addresses of Holders of Notes received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy
any list furnished to it as provided in such Section 7.01 upon receipt of a new
list so furnished. If three or more Noteholders, or one or more Holders of
Notes evidencing not less than 25% of the Outstanding Amount thereof
(hereinafter referred to as “Applicants”), apply in writing to the 


40






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 Indenture Trustee 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 and the Indenture Trustee that neither
the Issuer nor the Indenture Trustee 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 and the Indenture Trustee shall have the protection of TIA Section
312(c). 


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


	
 

	
 


	
 

	
          (i) file
  with the Indenture Trustee (with a copy to the Insurer, so long as the Notes
  are Outstanding or any Reimbursement Amounts remain due and owing to the
  Insurer and no Insurer Default has occurred and is continuing) 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;
  and 


	
 

	
 


	
 

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





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


          Section
7.04. Reports by Indenture Trustee. If required by TIA Section 313(a), within
60 days after each March 1, beginning with March 1, 2008, the Indenture Trustee
shall mail to each Noteholder as required by TIA Section 313(c) (with a copy to
the Insurer) 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. 


41






ARTICLE VIII


ACCOUNTS, DISBURSEMENTS AND RELEASES


          Section
8.01. Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Collateral, the Indenture Trustee may with the consent of
the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer and no Insurer Default has occurred and is
continuing, in which case, with the consent of the Holders of a majority of the
Outstanding Amount of the Notes) or shall at the direction of the Insurer (so
long as the Notes are Outstanding or any Reimbursement Amounts remain due and
owing to the Insurer and no Insurer Default has occurred and is continuing, in
which case, at the direction of the Holders of a majority of the Outstanding
Amount of the Notes) take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of
appropriate Proceedings. 


          Section
8.02. Trust Accounts and Certificate Account. (a) On or prior to the
Closing Date, the Indenture Trustee shall establish and maintain in its name
the Trust Accounts and the Certificate Account, each as provided in Article V
of the Sale and Servicing Agreement. 


          (b)
On each Payment Date and Optional Redemption Date, the Paying Agent (or, if the
Indenture Trustee acts as Paying Agent, the Indenture Trustee) shall distribute
all amounts on deposit in the Payment Account as provided in Section 5.01 and
Section 5.08 of the Sale and Servicing Agreement. 


          (c)
On each Payment Date and each Optional Redemption Date, the Indenture Trustee
hereby authorizes the Owner Trustee to make the distributions from the
Certificate Account as required pursuant to Section 5.07 of the Sale and
Servicing Agreement. 


          Section
8.03. General Provisions Regarding Accounts. Funds in the Trust Accounts
maintained by the Indenture Trustee shall be invested as provided in the Sale
and Servicing Agreement. 


          Section
8.04. Release of Collateral. (a) Subject to the payment of its fees and
expenses pursuant to Section 6.07, the Indenture Trustee, when required by the
provisions of this Indenture and the Sale and Servicing Agreement, shall
execute instruments to release property from the lien of this Indenture, or
convey the Indenture Trustee’s interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture.
No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article VIII 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. 


42






          (b)
The Indenture Trustee shall, at such time as there are no Notes Outstanding and
all sums due to the Noteholders pursuant to the Sale and Servicing Agreement
and all fees and expenses of the Indenture Trustee, the Servicer, the
Administrator and the custodians pursuant to this Indenture have been paid, and
all Reimbursement Amounts and other fees and expenses owing to the Insurer
pursuant to the Insurance and Indemnity Agreement have been paid and the Policy
has been cancelled and returned to the Insurer, 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 Accounts. 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 IX


SUPPLEMENTAL INDENTURES


          Section
9.01. Supplemental Indentures Without Consent of Noteholders. (a)
Without the consent of the Holders of any Notes but with the consent of the
Insurer (so long as the Notes are outstanding or any Reimbursement Amounts
remain due and owing to the Insurer and no Insurer Default has occurred and is
continuing) and the 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
and the Insurer (so long as the Notes are outstanding or any Reimbursement
Amounts remain due and owing to the Insurer and no Insurer Default has occurred
and is continuing), for any of the following purposes: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (v)
  (A) to cure any ambiguity, (B) to correct or supplement any provision herein
  or in any supplemental indenture that may be inconsistent with any other
  provisions herein or in any supplemental indenture or to conform the
  provisions hereof to those of the Offering Document, (C) to obtain or
  maintain a rating for the Notes from a 





43







	
 

	
 


	
 

	
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 (v) shall adversely
  affect in any material respect the interests of any Holder not consenting
  thereto or adversely affect the Insurer without the consent of the Insurer; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (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 and the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer), shall have received
an Opinion of Counsel stating that entering into such supplemental indenture
will not cause the imposition of any tax on any of the REMICs created by the
Trust Agreement or cause any of the REMICs created by the Trust Agreement to
fail to qualify as a REMIC at anytime that the Notes are Outstanding. 


          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 without taking into account the Policy 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 Insurer and 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
Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer and no Insurer Default has occurred and is
continuing) and the Holders of not less than 66-2/3% of the Outstanding Amount
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 without the consent of the Holder of
each Outstanding Note affected thereby and of the Insurer (so long as the Notes
are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer and no Insurer Default has occurred and is continuing) (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 


44






Advance or
alter the servicing standards set forth in the Sale and 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 and of the Insurer (so long as the
Notes are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer and no Insurer Default has occurred and is continuing), 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, adversely affect the tax status of the REMICs created
by the Trust Agreement. 


          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 9.02 to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof. 


          Promptly
after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to
the Holders of the Notes, the Insurer 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 IX or the modification thereby of the trusts created by this Indenture,
the Indenture Trustee and the Insurer shall be entitled to receive, and subject
to Section 6.02, shall be fully protected in relying upon, 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. 


45






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


          Section
9.06. Reference in Notes to Supplemental Indentures. Notes authenticated
and delivered after the execution of any supplemental indenture pursuant to
this Article IX may, and if required by the Indenture Trustee shall, bear a
notation in 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 IX, the Indenture Trustee and the Insurer (so long as
the Notes are Outstanding or any Reimbursement Amounts remain due and owing to
the Insurer and no Insurer Default has occurred and is continuing) 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 IX have been met. 


          Nothing
in this Section 9.07 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 X


REDEMPTION OF NOTES


          Section
10.01. Redemption. The Notes are subject to redemption pursuant to
Section 8.01 of the Sale and Servicing Agreement. The Issuer shall furnish each
Rating Agency notice of such redemption. If any Notes are to be redeemed
pursuant to Section 8.01 of the Sale and Servicing Agreement, the Servicer
shall furnish notice of its exercise of its option to redeem the Notes to the
Indenture Trustee and the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer) not later than 10
days prior to the Optional Redemption Date and the Servicer shall deposit by
10:00 A.M. New York City time three Business Days prior to the Optional
Redemption Date with the Indenture Trustee in the Payment Account the Optional
Redemption Price of the Notes to be redeemed, whereupon all such Notes shall be
due and payable on the Optional Redemption Date upon the furnishing of a notice
complying with Section 10.02 hereof to each Holder of the Notes. 


46






          Section
10.02. Form of Redemption Notice. Notice of redemption under Section
10.01 shall be given by the Indenture Trustee and the Insurer (so long as the
Notes are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer and no Insurer Default has occurred and is continuing) by first-class
mail, postage prepaid, or by facsimile mailed or transmitted not later than 10
days prior to the applicable Optional Redemption Date to each Holder of Notes,
as of the close of business on the Record Date preceding the applicable
Optional Redemption Date, at such Holder’s address or facsimile number
appearing in the Note Register. 


          All
notices of redemption shall state: 


	
 

	
 


	
 

	
          (i) the
  Optional Redemption Date; 


	
 

	
 


	
 

	
          (ii) the
  Optional Redemption Price; and 


	
 

	
 


	
 

	
          (iii) the
  place where such Notes are to be surrendered for payment of the Optional
  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 Optional 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 Indenture Trustee of the Optional Redemption Price as
required under Section 10.01, on the Optional Redemption Date become due and
payable at the Optional Redemption Price and (unless the Issuer shall default
in the payment of the Optional Redemption Price) no interest shall accrue on
the Optional Redemption Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Optional Redemption
Price. 


ARTICLE XI


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
and the Insurer: (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 11.01; provided,
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 pursuant to clauses (i), (ii) or (iii)
above need be furnished. 


47






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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


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


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


          Whenever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee, it is provided that the 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 


48






such document
shall in such case be conditions precedent to the right of the Issuer to have
such application granted or to the sufficiency of such certificate or report.
The foregoing shall not, however, be construed to affect the Indenture
Trustee’s right to rely upon the truth and accuracy of any statement or opinion
contained in any such document as provided in Article VI. 


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


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


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


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


	
 

	
 


	
 

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





49







	
 

	
 


	
 

	
          (iii)
  The Insurer by the Issuer or the Indenture Trustee shall be sufficient for
  any purpose hereunder if in writing and mailed by first-class mail personally
  delivered or telecopied to the recipient as follows: 








	
 

	
 

	
 

	
 

	
 


	
 

	
To the Insurer:

	
Financial
  Security Assurance Inc.


	
 

	
 

	
31 West 52nd
  Street


	
 

	
 

	
New York,
  New York 10019


	
 

	
 

	
Attention:

	
Attention:
  Transaction Oversight


	
 

	
 

	
 

	
Re:

	
IndyMac Home
  Equity Mortgage Loan


	
 

	
 

	
 

	
 

	
Asset-Backed
  Trust, Series 2007-H1


	
 

	
 

	
Telecopy:

	
(212)
  339-3518, (212) 339-3529


	
 

	
 

	
Confirmation:
  (212) 826-0100





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


          Section
11.05. Notices to Noteholders; Waiver. Where this Indenture provides for
notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each Noteholder affected by such event (and in
all cases, the Insurer shall receive notice), 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 a Rapid Amortization
Event. 


50






          Section
11.06. Rights of Insurer to Exercise Rights of Noteholders. By accepting
its Note, each Noteholder agrees that unless an Insurer Default exists, the
Insurer shall have the right to exercise all rights of the Noteholders as
specified under this Agreement without any further consent of the Noteholders.
Any right conferred to the Insurer hereunder on behalf of the Noteholders shall
be suspended and shall run to the benefit of the Noteholders during any period
in which there exists an Insurer Default, provided, however, that during an
Insurer Default, the consent of the Insurer must be obtained with respect to any
amendments that may materially adversely affect the Insurer. 


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


          The
provisions of TIA 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
11.08. 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
11.09. 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
11.10. 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
11.11. Benefits of Indenture and Consents of Noteholders. Nothing in
this Indenture or in the Notes, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the Owner
Trustee, the Insurer 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. The Insurer and its successors and permitted assigns shall be
third-party beneficiaries to the provisions of this Indenture, and shall be
entitled to rely upon and directly to enforce such provisions of this
Indenture. 


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


51






          Section
11.13. 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 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. 


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


          Section
11.15. Recording of Indenture. If this Indenture is subject to recording
in any appropriate public recording offices, such recording is to be effected
by the 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 and the Insurer) 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
11.16. Trust Obligations. 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 V, VI and VII of the Trust Agreement. 


          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 Issuer, (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 


52






the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Issuer under this Indenture or the Transaction Documents. 


          Section
11.17. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Depositor or the 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 the Bankruptcy Code or any other United States
federal or state bankruptcy, insolvency or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the Transaction
Documents. 


          Section
11.18. Inspection. The Issuer agrees that, on reasonable prior notice,
it will permit any representative of the Indenture Trustee or of the Insurer,
during the Issuer’s normal business hours, to examine all the books of account,
records, reports and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by Independent 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. 


          Section
11.19. Retirement of Securities. The Indenture Trustee, upon retirement
of the Notes pursuant to this Indenture or otherwise, shall furnish to Insurer
a notice of such retirement, and, upon retirement of the Notes and the
expiration of the term of the Policy, shall surrender the Policy to the Insurer
for cancellation. 


[signature pages follow]


53






          IN
WITNESS WHEREOF, the Issuer 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. 


	
 

	
 

	
 

	
 

	
 


	
 

	
INDYMAC HOME EQUITY MORTGAGE


	
 

	
LOAN ASSET-BACKED TRUST,


	
 

	
SERIES 2007-H1, as Issuer


	
 

	
 


	
 

	
By:

	
WILMINGTON
  TRUST COMPANY,


	
 

	
 

	
not in its
  individual capacity but solely


	
 

	
 

	
as Owner
  Trustee


	
 

	
 

	
 


	
 

	
 

	
By: 

	
  /s/ Michele
  C. Harra


	
 

	
 

	
 

	



	
 

	
 

	
Name:    Michele
  C. Harra


	
 

	
 

	
Title:      Financial
  Services Officer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK NATIONAL


	
 

	
TRUST COMPANY,


	
 

	
not in its
  individual capacity


	
 

	
but solely
  as Indenture Trustee


	
 

	
 

	
 


	
 

	
By: 

	
  /s/ Amy
  Stoddard


	
 

	
 

	


	
 

	
Name:

	
Amy Stoddard


	
 

	
Title:

	
Authorized
  Signer








	
 

	
 


	
S-1

	
IndyMac Home Equity Mortgage Loan


	
 

	
Asset-Backed Trust, Series 2007-H1


	
 

	
Indenture










EXHIBIT A 


FORM OF NOTE


A-1






EXHIBIT B 


FORM OF ERISA TRANSFER AFFIDAVIT


	
 


	



	
date








	
 

	
 


	
STATE OF NEW
  YORK

	
)


	
 

	
) ss.:


	
COUNTY OF
  NEW YORK

	
)








	
 

	
 

	
 


	
 

	
Re:

	
IndyMac Home
Equity Mortgage Loan Asset-Backed Trust,
Series 2007-H1 - Asset-Backed Notes,
Series 2007-H1  





          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 the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or to 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 (each, a
“Benefit Plan”) or (ii), on [date of transfer] our acquisition and holding of
the Notes for, or on behalf of, 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 (x) the statutory exemption
set forth under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code,
(y) Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or (z) 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 between
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1, as
Issuer, and Deutsche Bank National Trust Company, as Indenture Trustee, dated
as of March 23, 2007, as amended, modified or supplemented, 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. 


B-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__.





B-2