INDENTURE

EXHIBIT 99.3

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EXECUTION COPY

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CWABS MASTER TRUST

Issuer

and

BANK ONE, NATIONAL ASSOCIATION

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INDENTURE

Dated as of March 28, 2003

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Table of Contents

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ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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Section 1.01. Definitions...................................................................2

Section 1.02. Incorporation by Reference of Trust Indenture Act.............................2

Section 1.03. Other Terms...................................................................2

Section 1.04. Rules of Construction.........................................................3

ARTICLE II

THE NOTES

Section 2.01. Form..........................................................................4

Section 2.02. Execution, Authentication, and Delivery.......................................4

Section 2.03. Registration; Registration of Transfer and Exchange...........................5

Section 2.04. Mutilated, Destroyed, Lost, or Stolen Notes...................................6

Section 2.05. Persons Considered Owner......................................................7

Section 2.06. Payment of Principal and Interest; Defaulted Interest.........................7

Section 2.07. Cancellation..................................................................8

Section 2.08. Book-Entry Notes..............................................................9

Section 2.09. Notices To Depository.........................................................9

Section 2.10. Definitive Notes.............................................................10

Section 2.11. Tax Treatment................................................................10

Section 2.12. Transfer Restrictions; Restrictive Legends...................................10

ARTICLE III

COVENANTS

Section 3.01. Payment of Principal and Interest............................................12

Section 3.02. Maintenance of Office or Agency..............................................12

Section 3.03. Money For Payments To Be Held in Trust.......................................13

Section 3.04. Existence....................................................................14

Section 3.05. Protection of the Collateral.................................................14

Section 3.06. Opinions About Collateral....................................................15

Section 3.07. Performance of Obligations...................................................16

Section 3.08. Negative Covenants...........................................................17

Section 3.09. Annual Compliance Statement..................................................18

Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms..........................19

Section 3.11. Successor or Transferee......................................................19

Section 3.12. Further Instruments and Acts.................................................19

Section 3.13. Compliance with Laws.........................................................20

Section 3.14. Master Servicer as Agent and Bailee of the Indenture Trustee.................20

Section 3.15. Investment Company Act.......................................................20

Section 3.16. Representations. ............................................................20

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ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture......................................20

Section 4.02. Application of Trust Money...................................................21

Section 4.03. Subrogation and Cooperation..................................................22

Section 4.04. Release of Collateral........................................................22

ARTICLE V

REMEDIES

Section 5.01. Events of Default............................................................23

Section 5.02. Acceleration of Maturity; Rescission and Annulment...........................24

Section 5.03. Collection of Indebtedness and Suits for Enforcement by

Indenture Trustee............................................................25

Section 5.04. Indenture Trustee May File Proofs of Claim...................................26

Section 5.05. Remedies; Priorities.........................................................27

Section 5.06. Optional Preservation of the Collateral......................................28

Section 5.07. Limitation of Suits..........................................................29

Section 5.08. Unconditional Right to Receive Principal and Interest........................29

Section 5.09. Restoration of Rights and Remedies...........................................29

Section 5.10. Rights and Remedies Cumulative...............................................30

Section 5.11. Delay or Omission Not a Waiver...............................................30

Section 5.12. Control by Credit Enhancer or Noteholders....................................30

Section 5.13. Waiver of Past Defaults......................................................30

Section 5.14. Undertaking For Costs........................................................31

Section 5.15. Waiver of Stay or Extension Laws.............................................31

Section 5.16. Rapid Amortization Events....................................................31

Section 5.17. Sale of Collateral...........................................................33

Section 5.18. Performance and Enforcement of Certain Obligations...........................33

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01. Duties of Indenture Trustee..................................................34

Section 6.02. Notice of Defaults...........................................................35

Section 6.03. Rights of Indenture Trustee..................................................35

Section 6.04. Indenture Trustee Not Responsible for Certain Things.........................36

Section 6.05. Individual Rights of Indenture Trustee.......................................37

Section 6.06. Money Held in Trust..........................................................37

Section 6.07. Compensation.................................................................37

Section 6.08. Eligibility..................................................................38

Section 6.09. Preferential Collection of Claims Against Issuer.............................38

Section 6.10. Replacement of Indenture Trustee.............................................38

Section 6.11. Acceptance of Appointment by Successor.......................................39

Section 6.12. Successor Indenture Trustee by Merger........................................39

Section 6.13. Appointment of Co-Indenture Trustee or Separate Indenture

Trustee......................................................................40

Section 6.14. Representations and Warranties of Indenture Trustee..........................41

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ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS

Section 7.01. Issuer to Furnish Names and Addresses of Noteholders.........................41

Section 7.02. Preservation of Information; Communications..................................42

Section 7.03. Reports of Issuer............................................................42

Section 7.04. Reports by Indenture Trustee.................................................42

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS, AND RELEASES

Section 8.01. Accounts.....................................................................44

Section 8.02. Withdrawals from the Collection Account......................................44

Section 8.03. Payments.....................................................................46

Section 8.04. Calculation of the Note Rate.................................................48

Section 8.05. Claims on the Policy; Policy Payments Account................................48

Section 8.06. Replacement Policy...........................................................49

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Noteholders.......................50

Section 9.02. Supplemental Indentures with Consent of Noteholders..........................51

Section 9.03. Execution of Supplemental Indentures.........................................52

Section 9.04. Effect of Supplemental Indenture.............................................52

Section 9.05. Reference in Notes to Supplemental Indentures................................52

Section 9.06. Tax Opinion..................................................................53

ARTICLE X

REDEMPTION OF NOTES

Section 10.01. Redemption...................................................................53

Section 10.02. Form of Redemption Notice....................................................54

Section 10.03. Notes Payable on Redemption Date.............................................54

ARTICLE XI

MISCELLANEOUS

Section 11.01. Compliance Certificates and Opinions, etc....................................55

Section 11.02. Form of Documents Delivered to Indenture Trustee.............................56

Section 11.03. Acts of Noteholders..........................................................57

Section 11.04. Notices, etc.................................................................58

Section 11.05. Notices to Noteholders; Waiver...............................................59

Section 11.06. Alternate Payment and Notice Provisions......................................59

Section 11.07. Conflict with Trust Indenture Act............................................59

Section 11.08. Effect of Headings and Table of Contents.....................................60

Section 11.09. Successors and Assigns.......................................................60

Section 11.10. Separability.................................................................60

Section 11.11. Benefits of Indenture........................................................60

Section 11.12. Legal Holidays...............................................................60

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Section 11.13. Governing Law................................................................60

Section 11.14. Counterparts.................................................................60

Section 11.15. Recording of Indenture.......................................................61

Section 11.16. No Petition..................................................................61

Section 11.17. Act on Instructions from Credit Enhancer.....................................61

Section 11.18. Trust Obligation.............................................................61

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EXHIBITS

Exhibit A - FORM OF NOTE ................................................................A-1

ANNEX 1 - DEFINITIONS....................................................................ANN-1-1

ANNEX 2 - ADOPTION ANNEX.................................................................ANN-2-1

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THIS INDENTURE, dated as of March 28, 2003, between CWABS MASTER TRUST, a

Delaware statutory trust, and THE INDENTURE TRUSTEE, as indenture trustee,

WITNESSETH THAT

Each party agrees for the benefit of the other party and for the benefit

of the Noteholders and the Credit Enhancer as follows.

GRANTING CLAUSE

The Issuer Grants to the Indenture Trustee for the series referred to in

the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit

of the Noteholders and the Credit Enhancer, all of the Issuer's interest

existing now or in the future in:

o the Mortgage Loans including their Asset Balances (including all

Additional Balances) and the related Mortgage Files and all property

that secures the Mortgage Loans and all property that is acquired by

foreclosure or deed in lieu of foreclosure, and all collections

received on each Mortgage Loan after the Cut-off Date (excluding

payments due by the Cut-off Date);

o the Issuer's rights under hazard insurance policies;

o the interest of the Issuer in the Sale and Servicing Agreement and

the Purchase Agreement (including the Issuer's right to cause

Mortgage Loans to be repurchased);

o all rights under any guaranty executed in connection with the

Mortgage Loans;

o the segregated account maintained to hold collections and its

contents; and

o all present and future claims, demands, causes of action, and choses

in action regarding any of the foregoing and all payments on and all

proceeds from any of the foregoing, including all proceeds of their

conversion, voluntary or involuntary, into cash or other liquid

property, all cash proceeds, accounts, notes, drafts, acceptances,

chattel paper, checks, deposit accounts, insurance proceeds,

condemnation awards, rights to payment of every kind, and other

forms of obligations, instruments, and other property that at any

time constitute any part of or are included in the proceeds of any

of the foregoing (collectively, the "Collateral").

The Notes will have the benefit of the Insurance policy issued by the

Credit Enhancer.

This Grant is made in trust to secure the payment of principal and

interest on, and any other amounts owing on, the Notes, without prejudice,

priority, or distinction, and to secure compliance with the provisions of this

Indenture, all as provided in this Indenture.

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The foregoing Grant shall inure to the benefit of the Credit Enhancer to

the extent of draws made on the Policy and amounts owing under the Insurance

Agreement, and shall continue for the benefit of the Credit Enhancer until all

amounts owed the Credit Enhancer have been repaid in full.

The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders

and the Credit Enhancer, acknowledges the Grant, accepts the trusts under this

Indenture in accordance with this Indenture, and agrees to perform its duties

required in this Indenture in accordance with its terms and the terms of the

Transaction Documents.

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.

Unless the context requires a different meaning, capitalized terms are

used in this Indenture as defined in Annex 1.

Section 1.02. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision

is incorporated by reference into 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.

All other TIA terms used in this Indenture that are defined in the TIA,

defined by TIA reference to another statute, or defined by Commission rule

have the meanings so assigned to them.

Section 1.03. Other Terms.

Defined terms that are used only in one section or only in another

definition may be omitted from the list of defined terms in Annex 1. Defined

terms used in this Indenture are sometimes defined after their first use

without a reference such as "(as hereinafter defined)." Defined terms include,

as appropriate, all genders and the plural as well as the singular.

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Section 1.04. Rules of Construction.

Except as otherwise expressly provided in this Indenture or unless the

context otherwise clearly requires:

(a) References to designated articles, sections, subsections, exhibits,

and other subdivisions of this Indenture, such as "Section 6.12 (a)," refer to

the designated article, section, subsection, exhibit, or other subdivision of

this Indenture as a whole and to all subdivisions of the designated article,

section, subsection, exhibit, or other subdivision. The words "herein,"

"hereof," "hereto," "hereunder," and other words of similar import refer to

this Indenture as a whole and not to any particular article, section, exhibit,

or other subdivision of this Indenture.

(b) Any term that relates to a document or a statute, rule, or regulation

includes any amendments, modifications, supplements, or any other changes that

may have occurred since the document, statute, rule, or regulation came into

being, including changes that occur after the date of this Indenture except in

the case of the TIA.

(c) Any party may execute any of the requirements under this Indenture

either directly or through others, and the right to cause something to be done

rather than doing it directly shall be implicit in every requirement under

this Indenture. Unless a provision is restricted as to time or limited as to

frequency, all provisions under this Indenture are implicitly available and

things may happen from time to time.

(d) The term "including" and all its variations mean "including but not

limited to." Except when used in conjunction with the word "either," the word

"or" is always used inclusively (for example, the phrase "A or B" means "A or

B or both," not "either A or B but not both").

(e) A reference to "a thing" or "any of a thing" does not imply the

existence or occurrence of the thing referred to even though not followed by

"if any," and "any of a thing" is any and all of it. A reference to the plural

of anything as to which there could be either one or more than one does not

imply the existence of more than one (for instance, the phrase "the obligors

on a note" means "the obligor or obligors on a note"). "Until something

occurs" does not imply that it must occur, and will not be modified by the

word "unless." The word "due" and the word "payable" are each used in the

sense that the stated time for payment has past. The word indemnify is used to

include its dictionary sense of hold harmless. The word "accrued" is used in

its accounting sense, i.e., an amount paid is no longer accrued. In the

calculation of amounts of things, differences and sums may generally result in

negative numbers, but when the calculation of the excess of one thing over

another results in zero or a negative number, the calculation is disregarded

and an "excess" does not exist. Portions of things may be expressed as

fractions or percentages interchangeably.

(f) All accounting terms used in an accounting context and not otherwise

defined, and accounting terms partly defined in this Indenture, to the extent

not completely defined,

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shall be construed in accordance with generally accepted accounting

principles. To the extent that the definitions of accounting terms in this

Indenture are inconsistent with their meanings under generally accepted

accounting principles, the definitions contained in this Indenture shall

control. Capitalized terms used in this Indenture without definition that are

defined in the UCC are used in this Indenture as defined in the UCC.

(g) In the computation of a period of time from a specified date to a

later specified date or an open-ended period, the word "from" or "beginning"

means "from and including," the words "to" or "until" mean "to but excluding,"

and the word "through" means "to and including." Likewise, in setting

deadlines or other periods, "by" means "on or before." The words "preceding,"

"following," and words of similar import, mean immediately preceding or

following. References to a month or a year refer to calendar months and

calendar years.

(h) Any reference to the enforceability of any agreement against a party

means that it is enforceable, subject as to enforcement against the party, to

applicable bankruptcy, insolvency, reorganization, and other similar laws of

general applicability relating to or affecting creditors' rights and to

general equity principles.

ARTICLE II

THE NOTES

Section 2.01. Form.

The Notes, together with the Indenture Trustee's certificate of

authentication, shall be in substantially the form of Exhibit A, with any

appropriate insertions, omissions, substitutions, and other variations

required or permitted by this Indenture. The Notes may have any letters,

numbers, or other marks of identification and any legends or endorsements

placed on them that the officers executing them determine appropriate and that

are consistent with this Indenture, as evidenced by their execution of the

Notes. Any portion of the text of any Note may be on its reverse.

The Notes may 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 them, as evidenced by

their execution of them.

The terms of the Notes are part of the terms of this Indenture.

Section 2.02. Execution, Authentication, and Delivery.

(a) The Notes shall be executed on behalf of the Issuer by any of its

Authorized Officers. The signature of any 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 Issuer shall bind

the Issuer, notwithstanding that they may have

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ceased to hold their offices before the authentication and delivery of the

Notes or did not hold their offices at the date of the Notes.

(b) The Indenture Trustee shall upon Issuer Order authenticate and

deliver for original issue the Notes in the amounts reflected in the Adoption

Annex. The aggregate principal amount of Notes outstanding at any time may not

exceed those amounts except as provided in Section 2.04. Each Note shall be

dated the date of its authentication. The Notes shall be issuable as

registered Notes in the minimum denomination of $25,000 and in integral

multiples of $1,000 above that.

(c) No Note shall be entitled to any benefit under this Indenture or be a

valid obligation of the Issuer for any purpose, unless a certificate of

authentication appears on it executed by the Indenture Trustee by the manual

signature of one of its authorized signatories. A certificate of

authentication on any Note shall be conclusive evidence, and the only

evidence, that it has been duly authenticated and delivered under this

Indenture.

Section 2.03. Registration; Registration of Transfer and Exchange.

(a) The Issuer shall cause a register (the "Note Register") to be kept in

which the Issuer shall provide for the registration of Notes and the

registration of transfers of Notes. The Indenture Trustee initially shall be

the "Note Registrar" for registering Notes and transfers of Notes. Upon any

resignation of any Note Registrar, the Issuer shall promptly appoint a

successor or, if it elects not to, it shall assume the duties of Note

Registrar. If the Issuer appoints a person other than the Indenture Trustee to

be Note Registrar, the Issuer will give the Indenture Trustee prompt notice of

the appointment of the Note Registrar and of the location, and any change in

the location, of the Note Register. The Indenture Trustee may inspect the Note

Register at all reasonable times and obtain copies of it. The Indenture

Trustee may rely on a certificate executed on behalf of the Note Registrar by

one of its Authorized Officers as to the names and addresses of the

Noteholders and the principal amounts and number of the Notes.

(b) Upon surrender for registration of transfer of any Note at the office

or agency of the Issuer to be maintained pursuant to Section 3.02, if the

requirements of this Indenture and Section 8-401(a) of the UCC are met, the

Issuer shall execute, and the Indenture Trustee shall authenticate and the

Noteholder shall obtain from the Indenture Trustee, in the name of the

designated transferees, new Notes of the same Class in any authorized

denominations, of a like aggregate principal amount.

(c) At the option of the Holder, Notes may be exchanged for other Notes

of the same Class in any authorized denominations, of a like aggregate

principal amount, upon surrender of the Notes to be exchanged at the office or

agency of the Issuer maintained pursuant to Section 3.02. Whenever any Notes

are so surrendered for exchange, if the requirements of Section 8-401(a) of

the UCC are met the Issuer shall execute, and the

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Indenture Trustee shall authenticate and the Noteholder shall obtain from the

Indenture Trustee, the Notes that the Noteholder making the exchange is

entitled to receive.

(d) All Notes issued on any registration of transfer or exchange of Notes

shall be valid obligations of the Issuer, evidencing the same debt, and

entitled to the same benefits under this Indenture, as the Notes surrendered

for registration of transfer or exchange.

(e) 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,

its Holder or any attorney for its Holder duly authorized in writing. The

endorsement signature shall be 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 any other "signature guarantee program"

chosen by the Note Registrar in addition to, or in substitution for, STAMP,

all in accordance with the Exchange Act.

(f) No Holder shall incur a service charge for any registration of

transfer or exchange of Notes, but the Issuer may require payment of a sum

sufficient to cover any tax or other governmental charge that may be imposed

on any registration of transfer or exchange of Notes, other than exchanges

pursuant to Section 2.04 or 9.05 not involving any transfer.

(g) The preceding provisions of this Section notwithstanding, the Note

Registrar need not register and the Issuer need not make transfers or

exchanges of Notes selected for redemption or transfers or exchanges of any

Note during the 15 days preceding the due date for any payment on it.

Section 2.04. Mutilated, Destroyed, Lost, or Stolen Notes.

If (i) the Indenture Trustee receives evidence to its satisfaction of the

destruction, loss, or theft of any Note and the Indenture Trustee receives the

security or indemnity it requires to hold the Issuer and the Indenture Trustee

harmless, or (ii) any mutilated Note is surrendered to the Indenture Trustee,

then, in the absence of notice to the Issuer, the Note Registrar, or the

Indenture Trustee that the Note has been acquired by a Protected Purchaser,

and if the requirements of Section 8-406 of the UCC are met and subject to

Section 8-405 of the UCC, the Issuer shall execute, and on its request the

Indenture Trustee shall authenticate and deliver, in exchange for the Note, a

replacement Note of like tenor and principal amount. If the mutilated,

destroyed, lost, or stolen Note is, or within seven days becomes, payable, or

is called for redemption, instead of issuing a replacement Note the Issuer may

pay the mutilated, destroyed, lost, or stolen Note when payable or on its

redemption date. If, after the delivery of the replacement Note or payment of

a destroyed, lost, or stolen Note pursuant to the preceding sentence, a

Protected Purchaser of the original Note in lieu of which the replacement Note

was issued presents it for payment, the Issuer and the Indenture Trustee

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may recover the replacement Note (or the payment) from the person to whom it

was delivered or any person taking the replacement Note from the person to

whom the replacement Note was delivered or any assignee of that person, except

a Protected Purchaser, and may recover on the security or indemnity provided

for it to the extent of any expense incurred by the Issuer or the Indenture

Trustee in connection with it.

Upon the issuance of any replacement Note under this Section, the Issuer

may require the payment by the Holder of the Note of a sum sufficient to cover

any tax or other governmental charge that may be imposed on it and any other

reasonable expenses (including the fees and expenses of the Indenture Trustee)

in connection with it.

Every replacement Note issued pursuant to this Section in replacement of

any mutilated, destroyed, lost, or stolen Note shall constitute an original

additional contractual obligation of the Issuer, whether or not the mutilated,

destroyed, lost, or stolen Note is enforceable by anyone at any time, and

shall be entitled to all the benefits of this Indenture equally and

proportionately with any other Notes duly issued under this Indenture.

The provisions of this Section are exclusive and shall preclude all other

rights and remedies with respect to the replacement or payment of mutilated,

destroyed, lost, or stolen Notes.

Section 2.05. Persons Considered Owner.

Before due presentment for registration of transfer of any Note, the

Issuer, the Indenture Trustee, and any agent of the Issuer or the Indenture

Trustee may treat the person in whose name any Note is registered (as of the

day of determination) as the owner of the Note for the purpose of receiving

payments of principal and interest on the Note and for all other purposes

whatsoever, whether or not the Note is overdue. None of the Issuer, the

Indenture Trustee, or any agent of the Issuer or the Indenture Trustee shall

be affected by notice to the contrary.

Section 2.06. Payment of Principal and Interest; Defaulted Interest.

(a) The Notes shall accrue interest on their Outstanding balance at their

Note Rate before and after maturity. Interest shall be payable on each Payment

Date as specified in Section 8.03 or 5.05, subject to Section 3.01. Any

installment of interest or principal payable on a Note that is punctually paid

or duly provided for by the Issuer on the applicable Payment Date shall be

paid to the person in whose name the Note (or its predecessor Note) is

registered on the Record Date by wire transfer of immediately available funds

to the account designated by the Holder at a bank or other entity having

appropriate facilities, if the Holder has so notified the Indenture Trustee in

writing at least five Business Days before the Record Date and is either the

Depository or owner of record of Notes having an aggregate principal amount of

at least $1,000,000, and otherwise by check mailed first-class postage prepaid

to the Holder's address as it appears on the Note Register on the Record Date,

or by any other

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means the Noteholder and the Indenture Trustee agree to, except for the final

installment of principal payable on the Note on a Payment Date, a redemption

date, or the Scheduled Maturity Date (and except for the redemption price for

any Note called for redemption pursuant to Section 10.01) which shall be

payable as provided below.

(b) The principal of each Note shall be payable, if not previously paid,

on the related Scheduled Maturity Date in the manner specified in Section

8.03. All principal payments on the Notes shall be made pro rata to the

Noteholders. The Indenture Trustee shall send a notice to each person in whose

name a Note is registered at the close of business on the Record Date

preceding the Scheduled Maturity Date. The notice shall be sent by first-class

mail, postage prepaid, or by facsimile (promptly confirmed by mail) not later

than ten days before the Scheduled Maturity Date to each Holder of Notes as of

the close of business on the Record Date preceding the Scheduled Maturity

Date, at the Holder's address or facsimile number appearing in the Note

Register, and shall specify that the principal of the Note will be payable

only on presentation and surrender of the Note and shall specify the place

where the Note may be presented and surrendered for payment. Notices in

connection with redemptions of Notes shall be mailed to Noteholders as

provided in Section 10.02.

(c) If the Issuer defaults in a payment of interest on the Notes, the

Issuer shall pay defaulted interest (plus interest on the defaulted interest

to the extent lawful) at the applicable Note Rate in any lawful manner. The

Issuer may pay the defaulted interest to the persons who are Noteholders on a

subsequent special record date, which date shall be at least five Business

Days before the payment date. The Issuer shall fix the special record date and

payment date, and, at least 15 days before the special record date, the Issuer

shall mail to each Noteholder a notice that states the special record date,

the payment date, and the amount of defaulted interest to be paid.

Section 2.07. 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

under this Indenture that 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 instead of or in exchange

for any Notes cancelled as provided in this Section, except as expressly

permitted by this Indenture. All cancelled Notes may be held or disposed of by

the Indenture Trustee in accordance with its standard retention or disposal

policy as in effect at the time unless before their disposal the Issuer

directs by an Issuer Order that they be returned to it.

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Section 2.08. Book-Entry Notes.

(a) The Notes, on original issuance, will be issued by the Issuer in the

form of typewritten Notes representing the book-entry Notes, to the Depository

Trust Company, the initial Depository. The book-entry Notes shall be

registered initially on the Note Register in the name of Cede & Co., the

nominee of the initial Depository, and no Note Owner will receive a definitive

Note representing its interest in a Note, except as provided in Section 2.10.

Until definitive, fully registered Notes have been issued to the Note Owners

pursuant to Section 2.10:

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

(ii) the Note Registrar and the Indenture Trustee may deal with the

Depository for all purposes of this Indenture (including the payment of

principal and interest on the Notes and accepting instructions under this

Indenture) as the sole holder of the Notes, and shall have no obligation

to the Note Owners;

(iii) to the extent that this Section conflicts with any other

provisions of this Indenture, this Section shall control;

(iv) the rights of Note Owners shall be exercised only through the

Depository and shall be limited to those established by law and

agreements between the Note Owners and the Depository;

(v) until definitive Notes are issued pursuant to Section 2.10, the

Depository will make book-entry transfers among the Depository's

participants and receive and transmit payments of principal and interest

on the Notes to the Depository's participants;

(vi) whenever this Indenture requires or permits actions to be taken

based on instructions from Holders of Notes evidencing a specified

percentage of the Outstanding Amount, the Depository shall be treated as

representing that percentage only to the extent that it has received

instructions to that effect from Note Owners owning the required

percentage of the beneficial interest in the Notes and has delivered the

instructions to the Indenture Trustee; and

(vii) the Indenture Trustee may conclusively rely on information

furnished by the Depository about its participants and furnished by the

participants about indirect participating firms and persons shown on the

books of the indirect participating firms as direct or indirect Note

Owners.

(b) The book-entry Notes may not be transferred except as a whole and

then only by the Depository to its nominee or by its nominee to the Depository

or another nominee of the Depository, or by the Depository or its nominee to a

successor to the Depository or the successor's nominee.

Section 2.09. Notices To Depository.

Whenever a communication to the Noteholders is required under this

Indenture, until definitive Notes have been issued to the Note Owners pursuant

to Section 2.10, the

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Indenture Trustee shall communicate with the Depository as Holder of the

Notes, and shall have no obligation to the Note Owners.

Section 2.10. Definitive Notes.

If

(i) the Issuer advises the Indenture Trustee in writing that the

Depository is no longer willing or able to discharge its responsibilities

properly with respect to the book-entry Notes and the Issuer is unable to

locate a qualified successor,

(ii) the Issuer at its option advises the Indenture Trustee in

writing that it elects to terminate the book-entry system through the

Depository, or

(iii) after the occurrence of an Event of Default, Note Owners of

not less than 51% of the aggregate Outstanding Amount advise the

Depository in writing that the continuation of a book-entry system

through the Depository is no longer in the best interests of the Note

Owners,

then the Depository shall notify all Note Owners and the Indenture Trustee of

the occurrence of the event and of the availability of definitive Notes to

Note Owners requesting them. Upon surrender to the Indenture Trustee of the

book-entry Notes by the Depository, accompanied by registration instructions,

the Issuer shall execute and the Indenture Trustee shall authenticate and

deliver the definitive Notes in accordance with the instructions of the

Depository. None of the Issuer, the Note Registrar, or the Indenture Trustee

shall be liable for any delay in delivery of the instructions and may

conclusively rely on, and shall be protected in relying on, the instructions.

On the issuance of definitive Notes, the Indenture Trustee shall recognize the

Holders of the definitive Notes as Noteholders.

Section 2.11. Tax Treatment.

The Issuer has entered into this Indenture, and the Notes will be issued,

with the intention that, for all purposes including federal, State, and local

income, single business, and franchise tax purposes, the Notes will qualify as

indebtedness secured by the Collateral. The Issuer, by entering into this

Indenture, and each Noteholder, by its acquisition of a Note (and each Note

Owner by its acquisition of an interest in a book-entry Note), agree to treat

the Notes for all purposes including federal, State, and local income, single

business, and franchise tax purposes as indebtedness.

Section 2.12. Transfer Restrictions; Restrictive Legends.

(a) [Deleted]

(b) No Note may be purchased with plan assets of a plan if the issuer,

the master servicer, a servicer, the indenture trustee, any underwriter of the

Notes, or any of their respective affiliates (i) has investment or

administrative discretion with respect to those plan assets; (ii) has

authority or responsibility to give, or regularly gives, investment advice

with respect to those plan assets, for a fee and pursuant to an agreement or

understanding that the

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advice will serve as a primary basis of investment decisions with respect to

those plan assets, and will be based on the particular investment needs for

the employee plan; or (iii) unless Prohibited Transaction Class Exemption

("PTCE") 90-1, PTCE 91-38, or PTCE 95-60 applies to the investment, is an

employer maintaining or contributing to the employee plan. Each transferee or

purchaser of a Note that is a plan or is investing plan assets shall represent

(or, in the case of a book-entry Note, shall be deemed to represent) that the

investment and holding of the Note satisfy the conditions for exemptive relief

under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, or a similar

exemption. A "plan" is an employee benefit plan (as defined in section 3(3) of

ERISA) that is subject to Title I of ERISA, a plan (as defined in section

4975(e)(1) of the Code) and any entity whose underlying assets include plan

assets by reason of a plan's investment in the entity or otherwise.

(c) Unless the Indenture Trustee receives an Opinion of Counsel to the

effect that it is no longer appropriate, each definitive Note shall bear the

following legend on its face:

This Note may not be purchased with plan assets of a plan if the issuer,

the master servicer, a servicer, the indenture trustee, any underwriter of the

Notes, or any of their respective affiliates (i) has investment or

administrative discretion with respect to those plan assets; (ii) has

authority or responsibility to give, or regularly gives, investment advice

with respect to those plan assets, for a fee and pursuant to an agreement or

understanding that the advice will serve as a primary basis of investment

decisions with respect to those plan assets, and will be based on the

particular investment needs for the employee plan; or (iii) unless Prohibited

Transaction ("PTCE") 90-1, PTCE 91-38, or PTCE 95-60 applies to the

investment, is an employer maintaining or contributing to the employee plan.

Each transferee or purchaser of this Note that is a plan or is investing plan

assets, by acceptance of this Note or an interest in this Note, represents

that the investment and holding of this Note satisfy the conditions for

exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE

96-23, or a similar exemption. A "plan" is an employee benefit plan (as

defined in section 3(3) of ERISA) that is subject to Title I of ERISA, a plan

(as defined in section 4975(e)(1) of the Code) and any entity whose underlying

assets include plan assets by reason of a plan's investment in the entity or

otherwise.

Any transfer in violation of either of the foregoing will be void ab

initio, and will not operate to transfer any rights to the transferee,

notwithstanding any instructions to the contrary.

(d) Each book-entry Note shall bear the following legend on its face:

"Unless this Note is presented by an authorized representative of the

Depository to the Issuer or its agent for registration of transfer, exchange,

or payment, and any Note issued in exchange for this Note is registered in the

name of the Depository or in another name requested by an authorized

representative of the

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Depository (and any payment on this Note is made to the Depository or to

another entity requested by an authorized representative of the Depository),

any transfer, pledge, or other use of this Note for value or otherwise by or

to any person is wrongful inasmuch as the registered owner of this Note, the

Depository, has an interest in this Note."

ARTICLE III

COVENANTS

Section 3.01. Payment of Principal and Interest.

The Issuer will duly and punctually pay the principal and interest and

other amounts payable on the Notes in accordance with the terms of the Notes

and this Indenture. Amounts properly withheld under the Code or other

applicable tax laws by any person from a payment to any Noteholder of interest

or principal or other amounts shall be considered to have been paid by the

Issuer to the Noteholder for all purposes of this Indenture.

The Notes are non-recourse obligations of the Issuer and are limited in

right of payment to amounts available from the related subtrust of the Trust.

The Issuer shall not otherwise be liable for payments on the Notes.

Section 3.02. Maintenance of Office or Agency.

The Issuer will maintain in the Borough of Manhattan, The City of New

York, an office or agency where Notes may be surrendered for registration of

transfer or exchange, and where notices to and demands on the Issuer regarding

the Notes and this Indenture may be served. The Issuer initially appoints the

Indenture Trustee to serve as its agent for these purposes. The Indenture

Trustee will give prompt notice to the Issuer of the location, and of any

change in the location, where the Indenture Trustee maintains this office or

agency. If the Issuer ever fails to maintain the required office or agency,

then surrenders, notices, and demands may be made or served at the Corporate

Trust Office.

Section 3.03. Money For Payments To Be Held in Trust.

All payments of amounts payable on any Notes that are to be made from

amounts withdrawn from the Collection Account pursuant to Section 8.03 shall

be made on behalf of the Issuer by the Indenture Trustee or by another Paying

Agent, and no amounts so withdrawn from the Collection Account for payments of

Notes shall be paid over to the Issuer except as provided in this Section.

The Issuer will cause each Paying Agent other than the Indenture Trustee

to execute and deliver to the Indenture Trustee an instrument in which the

Paying Agent agrees with the Indenture Trustee that it will, and the Indenture

Trustee hereby agrees in its capacity as Paying Agent that it will:

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(i) hold all sums held by it for the payment of amounts due on the

Notes in trust for the benefit of the persons entitled to them until they

are paid to the persons entitled to them or otherwise disposed of as

provided in this Indenture, and pay them to the persons entitled to them

as provided in this Indenture;

(ii) give the Indenture Trustee and the Credit Enhancer notice of any

payment default by the Issuer on the Notes of which it has actual

knowledge;

(iii) at any time during the continuance of any payment default on

the Notes, at the request of the Indenture Trustee, immediately pay to

the Indenture Trustee all sums held in trust by it for the payment of the

Notes;

(iv) immediately resign as a Paying Agent and immediately 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;

(v) be bound by Section 11.16; and

(vi) comply with all requirements of the Code to withhold from any

payments made by it on any Notes any applicable withholding taxes imposed

on them and comply with any applicable reporting requirements.

To obtain the satisfaction and discharge of this Indenture or for any

other purpose, the Issuer may at any time by Issuer Order direct any Paying

Agent to pay to the Indenture Trustee all sums held by it in trust. Those sums

shall be held by the Indenture Trustee on the same trusts as those on which

the sums were held by the Paying Agent. On payment by a Paying Agent to the

Indenture Trustee, it shall be released from all further liability with

respect to that money.

Subject to applicable laws on abandoned property, any money held in trust

by the Indenture Trustee or any Paying Agent for the payment of any amount due

on any Note remaining unclaimed for two years after it has become payable

shall be discharged from the trust and be paid to the Issuer on Issuer

Request. After that the Holder of the unpaid Note shall look only to the

Issuer for its payment as an unsecured general creditor (but only to the

extent of the amounts paid to the Issuer). On its payment to the Issuer all

liability of the Indenture Trustee or the Paying Agent with respect to that

trust money shall cease. The Indenture Trustee or the Paying Agent, before

being required to make the payment to the Issuer, shall at the expense and

direction of the Issuer cause to be published once a notice that the money

remains unclaimed and that, after a date specified in the notice not less than

30 days from the date of the publication, any unclaimed balance of the money

then remaining will be repaid to the Issuer. The notice shall be published in

a newspaper published in the English language, customarily published on each

Business Day and of general circulation in The City of New York. The Indenture

Trustee may also adopt and employ, at the expense and direction of the Issuer,

any other reasonable means of notification of the repayment (including mailing

notice of the repayment to their last address

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of record to Holders whose Notes have been called but have not been

surrendered for redemption or whose right to or interest in moneys payable but

not claimed is determinable from the records of the Indenture Trustee or of

any Paying Agent).

Section 3.04. Existence.

The Issuer will preserve its existence, rights, and franchises as a

Delaware statutory trust (unless it or any successor becomes organized under

the laws of any other State or of the United States, in which case the Issuer

will preserve its existence, rights, and franchises under the laws of that

other jurisdiction) and will obtain and preserve its qualification to do

business in each jurisdiction in which qualification to do business is

necessary to protect the validity and enforceability of this Indenture, the

Notes, the Collateral, and each other material agreement of the Issuer.

Section 3.05. Protection of the Collateral.

(a) The Issuer intends the Security Interest Granted pursuant to this

Indenture in favor of the Indenture Trustee on behalf of the Noteholders and

the Credit Enhancer to be before all other liens on the Collateral (except as

otherwise provided in the Transaction Documents). The Issuer shall take all

actions necessary to obtain and maintain, for the benefit of the Indenture

Trustee on behalf of the Noteholders and the Credit Enhancer, a first priority

perfected Security Interest in the Collateral (except as otherwise provided in

the Transaction Documents). The Issuer will execute and deliver any

supplements and amendments to this Indenture and any Financing Statements,

Continuation Statements, instruments of further assurance, and other

instruments and will take any other action appropriate to:

(i) Grant more effectively any portion of the Collateral;

(ii) preserve the Security Interest (and its priority) created by

this Indenture or carry out more effectively the purposes of this

Indenture;

(iii) perfect, publish notice of, or protect the validity of any

Grant made or to be made by this Indenture;

(iv) enforce any rights with respect to any of the Collateral;

(v) preserve and defend title to the Collateral and the rights of

the Indenture Trustee, the Credit Enhancer, and the Noteholders in the

Collateral against all adverse claims; or

(vi) pay all taxes or assessments levied or assessed on the

Collateral when due.

(b) Except as otherwise provided in this Indenture or the other

Transaction Documents, the Indenture Trustee shall not remove any portion of

the Collateral that consists of money or is evidenced by an instrument,

certificate, or other writing from the jurisdiction in which it was held at

the date of the most recent Opinion of Counsel delivered pursuant to Section

3.06 unless the Indenture Trustee receives an Opinion of Counsel to the effect

that

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the lien and Security Interest created by this Indenture will continue to be

maintained on any removed property after giving effect to its removal.

(c) The Issuer 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. The

Issuer authorizes the Indenture Trustee to file Financing Statements or

Continuation Statements, and amendments to them, relating to any part of the

Collateral without the signature of the Issuer where permitted by law. A

carbon, photographic, or other reproduction of this Indenture or any filed

Financing Statement covering the Collateral or any part of it shall be

sufficient as a Financing Statement where permitted by law. The Indenture

Trustee will promptly send to the Issuer any Financing Statements or

Continuation Statements that it files without the signature of the Issuer. Any

Financing Statement filed relating to any part of the Collateral will state in

bold-faced type that a purchase of the Mortgage Loans included in the

collateral covered by the Financing Statement from the debtor will violate the

rights of the secured party and its assignee.

Section 3.06. Opinions About Collateral.

(a) On the Closing Date, the Issuer shall furnish to the Indenture

Trustee an Opinion of Counsel either stating that, in its opinion, all action

has been taken

(i) with respect to the recording and filing of this Indenture, any

indentures supplemental to this Indenture, and any other requisite

documents and

(ii) with respect to the execution and filing of any Financing

Statements and Continuation Statements

necessary to perfect the Security Interest of this Indenture in the

Collateral, and reciting the details of the action, or stating that, in its

opinion, no action is necessary to perfect the Security Interest of this

Indenture in the Collateral.

(b) By the date specified in the Adoption Annex in each calendar year

beginning in the year specified in the Adoption Annex, the Issuer shall

furnish to the Indenture Trustee an Opinion of Counsel either stating that, in

its opinion, all action has been taken

(i) with respect to the recording, filing, re-recording, and

refiling of this Indenture, any indentures supplemental to this

Indenture, and any other requisite documents and

(ii) with respect to the execution and filing of any Financing

Statements and Continuation Statements necessary to maintain the

perfected Security Interest created by this Indenture in the Collateral

and reciting the details of the action,

or stating that, in its opinion, no action is necessary to maintain the

perfected Security Interest of this Indenture in the Collateral. The Opinion

of Counsel shall also describe the recording, filing, re-recording, and

refiling of this Indenture, any indentures supplemental to this Indenture, and

any other requisite documents and the execution and filing of any Financing

Statements and Continuation Statements that will, in counsel's opinion, be

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required to maintain the perfected Security Interest of this Indenture in the

Collateral until the date specified in the Adoption Annex in the following

calendar year.

Section 3.07. Performance of Obligations.

(a) The Issuer will not take any action (and will not permit others to

take any action) that would release any person from any of their material

obligations under any of the Transaction Documents, that would create any

Security Interests that are not provided for in the Transaction Documents, or

that would change or impair the validity or effectiveness of the Transaction

Documents or any Security Interest granted under them, except as expressly

provided in the Transaction Documents. The Indenture Trustee, as pledgee of

the Mortgage Loans and an assignee of the Issuer's rights under the Sale and

Servicing Agreement may exercise all of the rights of the Issuer to direct the

actions of the Master Servicer pursuant to the Sale and Servicing Agreement.

Unless granted or permitted by the Credit Enhancer, the Issuer may not waive

any default by the Master Servicer under the Sale and Servicing Agreement or

terminate the Master Servicer under the Sale and Servicing Agreement.

(b) The Issuer may contract with other persons to assist it in performing

its duties under this Indenture, and the performance of those duties by a

person identified to the Indenture Trustee in an Officer's Certificate shall

be considered to be action taken by the Issuer.

(c) The Issuer will punctually perform all of its obligations under the

Transaction Documents, including properly filing all Financing Statements and

Continuation Statements required to be filed by the Transaction Documents. The

Rating Agency Condition must be satisfied in connection with any amendment,

termination or material change in a Transaction Document. The Issuer shall not

amend, terminate, or otherwise change any Transaction Document without the

consent of the Indenture Trustee and the Credit Enhancer. The Issuer will

provide notice of any termination, amendment or material change in any

Transaction Document to the Rating Agencies. The consent of the Indenture

Trustee will not be required if the Rating Agency Condition is satisfied with

respect to the proposed action.

(d) Without derogating from the Grant to the Indenture Trustee under this

Indenture or the rights of the Indenture Trustee under this Indenture, the

Issuer agrees

(i) that it will not, without the prior consent of the Credit

Enhancer and either the Indenture Trustee or the Holders of not less than

51% of the aggregate Outstanding Amount, change or waive, or agree to or

otherwise permit any change to or waiver of, the terms of any Collateral

(except to the extent otherwise provided in the Sale and Servicing

Agreement); and

(ii) that any change in the terms of any Collateral shall not (A)

increase or reduce the amount of, or accelerate or delay the timing of,

distributions that are required to be made for the benefit of the

Noteholders (except as may be incidental to changes or waivers allowed

under (d)(i)) or (B) reduce the percentage of the

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Notes that is required to consent to any change in the terms of any

Collateral without the consent of the Holders of all the Outstanding

Notes.

If the Credit Enhancer and either the Indenture Trustee or the requisite

percentage of Holders consent to any change in the terms of any Collateral,

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, any

documents the Indenture Trustee deems appropriate under the circumstances.

Section 3.08. Negative Covenants.

So long as any Notes are Outstanding, the Issuer shall not:

(a) dispose of any of the Collateral or other properties or assets of the

Issuer in the same subtrust with the Collateral, except as expressly permitted

by this Indenture or the Sale and Servicing Agreement, unless directed to do

so by the Indenture Trustee with the consent of the Credit Enhancer;

(b) claim any credit on, or make any deduction from the principal or

interest or other amounts payable on, the Notes (other than amounts properly

withheld from payments under the Code or applicable State law) or assert any

claim against any present or former Noteholder for the payment of the taxes

levied or assessed on any part of the Collateral;

(c) (i) permit the validity or effectiveness of this Indenture to be

impaired, or permit the lien of this Indenture to be changed (except as

otherwise provided in the Sale and Servicing Agreement), or permit any person

to be released from any obligations on the Notes or under this Indenture

except as expressly permitted by this Indenture, (ii) permit any lien, charge,

excise, claim, Security Interest, mortgage, or other encumbrance (other than

the lien of this Indenture and as otherwise provided in the Sale and Servicing

Agreement) to affect any part of the Collateral, or any interest in it or its

proceeds, or (iii) permit the lien of this Indenture not to constitute a valid

first priority Security Interest in the Collateral; or

(d) dissolve or liquidate in whole or in part;

(e) make any distributions on any ownership interest in the Issuer

relating to the subtrust containing the Collateral (except as expressly

provided for in the Transaction Documents), redeem, purchase, or otherwise

retire or acquire for value any ownership interest in the Issuer relating to

the subtrust containing the Collateral (except as expressly provided for in

the Transaction Documents), or set aside any amounts for any of these

purposes;

(f) engage in any business other than financing, purchasing, owning,

selling, and managing the Collateral; issuing the Notes; and activities

incidental to those contemplated businesses, in each case, in the manner

contemplated by the Transaction Documents;

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(g) issue, incur, assume, guarantee, or otherwise have the subtrust

containing the Collateral become liable, directly or indirectly, for any

indebtedness except for its liabilities under the Transaction Documents and

other expenses for which the Issuer is entitled to reimbursement under this

Indenture or the Sale and Servicing Agreement;

(h) make any loan or advance of credit to, or guarantee (directly or

indirectly or by an instrument having the effect of assuring another's payment

or performance on any obligation), endorse (except for endorsement of

instruments for collection in the ordinary course of business), 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 out of the subtrust containing the Collateral;

(i) make any expenditure (by long-term or operating lease or otherwise)

for capital assets; or

(j) subject to the Master Servicer's servicing the Mortgage Loans in

accordance with the Sale and Servicing Agreement, waive or impair, or fail to

assert rights under, the Mortgage Loans, or effect impairment of the Issuer's

interest in the Mortgage Loans, the Sale and Servicing Agreement, or any other

Transaction Document, if the action would materially and adversely affect the

interests of the Noteholders or the Credit Enhancer.

Section 3.09. Annual Compliance Statement.

Within 120 days after the end of each year (commencing with the year

specified in the Adoption Annex) the Issuer will deliver to the Indenture

Trustee and the Credit Enhancer an Officer's Certificate stating, as to the

Authorized Officer signing the Officer's Certificate, that:

(i) a review of the activities of the Issuer during the year and of

its performance under this Indenture and the Trust Agreement has been

made under the Authorized Officer's supervision; and

(ii) to the best of the Authorized Officer's knowledge, based on that

review, the Issuer has complied with all its obligations under this

Indenture and the Trust Agreement throughout that year or, if there has

been a default in its compliance with any obligation, specifying each

default known to the Authorized Officer and its nature and status.

Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms.

The Issuer shall not consolidate or merge with or into or transfer all or

substantially all of its properties or assets to any other person, unless:

(i) the person (if other than the Issuer) formed by or surviving the

consolidation or merger or to which the transfer is made is organized and

existing

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under the laws of the United States or any State and expressly assumes

the due and punctual payment of the principal and interest on the Notes

and the performance of every obligation under each Transaction Document

on the part of the Issuer to be performed by an indenture supplemental to

this Indenture, executed and delivered to the Indenture Trustee, in form

satisfactory to the Indenture Trustee and the Credit Enhancer;

(ii) immediately after giving effect to the transaction, no Incipient

Default has occurred and is continuing;

(iii) the Rating Agency Condition has been satisfied with respect to

the transaction;

(iv) the Issuer has delivered to the Indenture Trustee and the

Credit Enhancer an Opinion of Counsel to the effect that the transaction

will not have any material adverse tax consequence to the Issuer or any

Noteholder, with a copy to the Credit Enhancer;

(v) any action that is necessary to maintain the Security Interest

created by this Indenture has been taken; and

(vi) the Issuer has delivered to the Indenture Trustee and the

Credit Enhancer an Officer's Certificate and an Opinion of Counsel each

stating that the consolidation or merger and the supplemental indenture

comply with this Article and that all conditions precedent in this

Indenture relating to the transaction have been complied with (including

any filing required by the Exchange Act).

Section 3.11. Successor or Transferee.

Upon any consolidation or merger of the Issuer or transfer all or

substantially all of its properties or assets in accordance with Section 3.10,

the person formed by or surviving the consolidation or merger (if other than

the Issuer) or to which the transfer is made shall succeed to, and be

substituted for, and may exercise every right of, the Issuer under this

Indenture with the same effect as if it had been named as the Issuer in this

Indenture.

Section 3.12. Further Instruments and Acts.

On request of the Indenture Trustee or the Credit Enhancer, the Issuer

will execute and deliver any further instruments and do any further acts that

may be appropriate to carry out more effectively the purpose of this

Indenture.

Section 3.13. Compliance with Laws.

The Issuer shall comply with the requirements of all laws the

non-compliance with which would, individually or in the aggregate, materially

and adversely affect the ability of the Issuer to perform its obligations

under the Notes or any Transaction Document.

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Section 3.14. Master Servicer as Agent and Bailee of the Indenture

Trustee.

Solely for the purposes of perfection under Section 9-313(c) of the UCC

or other similar applicable law, rule, or regulation of the state in which

property is held by the Master Servicer, the Master Servicer is acting as

agent and bailee of the Indenture Trustee in holding amounts subject to

deposit to the Collection Account, as well as its agent and bailee in holding

any Mortgage File released to the Master Servicer, and any other items of

Collateral that come into the possession of the Master Servicer. By the Master

Servicer's execution of the Sale and Servicing Agreement, the Indenture

Trustee, as a secured party of the Mortgage Loans, has possession of these

items for the purposes of Section 9-313(c) of the UCC of the state in which

the Issuer is organized.

Section 3.15. Investment Company Act.

The Issuer shall not become an "investment company" or under the

"control" of an "investment company" as those terms are defined in the

Investment Company Act of 1940 and the rules and regulations under it (taking

into account not only the general definition of the term "investment company"

but also any available exceptions to the general definition). The Issuer shall

be in compliance with this Section 3.15 if it obtains an order exempting it

from regulation as an "investment company" so long as it is in compliance with

the conditions imposed in the order.

Section 3.16. Representations.

(a) The Issuer represents and warrants to the Indenture Trustee and the

Credit Enhancer that as of the Closing Date, unless specifically stated

otherwise:

(i) This Indenture creates a valid and continuing Security Interest

in the Collateral in favor of the Indenture Trustee. The Security

Interest created by this Indenture is a first priority perfected Security

Interest and it is enforceable as such against creditors of, and

purchasers from, the Issuer.

(ii) The Mortgage Notes are "instruments" as defined in the UCC.

(iii) Prior to the Grant of the Security Interest pursuant to the

Granting Clause of this Indenture, the Issuer owns, and has good and

marketable title to, the Mortgage Loans free and clear of any lien,

claim, or encumbrance of any person.

(iv) By the Closing Date with respect to the Mortgage Loans and

within 10 days of the applicable date of substitution with respect to any

Eligible Substitute Mortgage Loan, the Issuer will file Financing

Statements in the proper filing office in the appropriate jurisdiction to

perfect the Security Interest in the Collateral Granted hereunder.

(v) The Issuer has received a written acknowledgement from the

Custodian that the Custodian is acting solely as agent of the Indenture

Trustee.

(vi) The Issuer has not authorized the filing of and is not aware of

any Financing Statements against the Issuer that include a description of

collateral

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covering the Collateral other than any financing statement (A) relating

to the Security Interests granted to the Indenture Trustee pursuant to

this Indenture, (B) that has been terminated, or (C) that names the

Indenture Trustee as secured party.

(vii) The Mortgage Notes that constitute or evidence the Collateral

do not have any marks or notations indicating that they have been

pledged, assigned, or otherwise conveyed to any person other than the

Indenture Trustee. All Financing Statements filed or to be filed against

the Issuer in favor of the Indenture Trustee in connection with this

Indenture describing the Collateral contain a statement to the following

effect: "A purchase of the Mortgage Loans included in the collateral

covered by this financing statement will violate the rights of the

Indenture Trustee."

(b) The representations and warranties in this Section 3.16 shall survive

delivery of the respective Mortgage Files to the Custodian pursuant to the

Custodial Agreement and the termination of the Sale and Servicing Agreement.

(c) The Indenture Trustee and the Credit Enhancer shall not, without the

prior written consent of the Rating Agencies, waive any of the representations

and warranties in Section 3.16(a).

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture.

Except for rights of conversion or transfer or exchange of Notes

expressly provided for, the rights of the Indenture Trustee under Section

6.07, the rights of Noteholders as beneficiaries of this Indenture with

respect to property deposited with the Indenture Trustee payable to any of

them, and the rights of the Credit Enhancer as subrogee of the Noteholders,

this Indenture shall cease to be of further effect, 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, when

the option of the Transferor Certificateholder to redeem the Notes as

described in Section 10.01 is exercised or, if not exercised then:

(i) either:

(A) all Notes previously authenticated and delivered have been

delivered to the Indenture Trustee for cancellation (other than (1)

Notes that have been destroyed, lost, or stolen and that have been

replaced or paid as provided in Section 2.04 and (2) Notes for whose

payment money has been deposited in trust or segregated and held in

trust by the Issuer and later

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repaid to the Issuer or discharged from the trust, as provided in

Section 3.03); or

(B) all Notes not previously delivered to the Indenture Trustee

for cancellation:

(1) have become payable,

(2) will become payable at their Scheduled Maturity Date

within one year, or

(3) 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 (1), (2), or (3) above, has

irrevocably deposited with the Indenture Trustee cash or direct

obligations of or obligations guaranteed by the United States (which

will mature before the date the amounts are payable), in trust for

these purposes, in an amount sufficient to pay the entire

indebtedness when due on the Notes not previously delivered to the

Indenture Trustee for cancellation to the applicable Scheduled

Maturity Date or redemption date (if Notes have been called for

redemption pursuant to Section 10.01), as the case may be;

(ii) the Issuer has paid all other sums payable under this Indenture

by the Issuer; and

(iii) the Issuer has delivered to the Indenture Trustee an Officer's

Certificate, an Opinion of Counsel, and (if required by the TIA, the

Indenture Trustee, or the Credit Enhancer) an Independent Certificate

from a firm of certified public accountants, each meeting the applicable

requirements of Section 11.01, each stating that all conditions precedent

provided for in this Indenture relating to the satisfaction and discharge

of this Indenture have been complied with.

Section 4.02. Application of Trust Money.

All money deposited with the Indenture Trustee pursuant to Section 4.01

shall be held in trust and applied by it, in accordance with the Notes and

this Indenture, to the payment to the Holders of the particular Notes for the

payment or redemption of which the money has been deposited with the Indenture

Trustee, of all sums due and to become due on them for principal and interest.

That money need not be segregated from other funds except to the extent

required in this Indenture or required by law.

Section 4.03.Subrogation and Cooperation.

(a) To the extent the Credit Enhancer makes payments of principal or

interest on the Notes under the Policy, the Credit Enhancer will be fully

subrogated to the rights of the Noteholders to receive that principal and

interest from the Mortgage Loans and any other

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Collateral, and the Credit Enhancer shall be paid that principal and interest,

but only from the sources and in the manner provided in this Indenture and the

Sale and Servicing Agreement for the payment of that principal and interest.

Any payment of principal or interest on the Notes made with moneys received

under the Policy shall not be considered payment of the Notes from the Trust

and shall not result in the payment of or the provision for the payment of the

principal or interest on the Notes under Section 4.01. The Credit Enhancer

shall be paid principal and interest from Mortgage Loans only from the sources

and in the manner provided in this Indenture and in the Insurance Agreement.

The Indenture Trustee shall cooperate in all respects with any reasonable

request or direction by the Credit Enhancer to take any of the following

actions to preserve or enforce the Credit Enhancer's interest under this

Indenture or the Sale and Servicing Agreement, consistent with this Indenture

and without limiting the rights of the Noteholders under this Indenture,

including upon the occurrence and continuance of a Credit Enhancer Default:

(i) institute Proceedings for the collection of all amounts then

payable on the Notes or under this Indenture with respect to the Notes

and all amounts payable under the Insurance Agreement and to enforce any

judgment obtained and collect from the Issuer monies adjudged due;

(ii) sell any part of Collateral or interests in it at one or more

public or private sales called and conducted in any manner permitted by

law;

(iii) file or record all Assignments of Mortgage that have not

previously been recorded;

(iv) institute Proceedings from time to time for the complete or

partial foreclosure of this Indenture; and

(v) exercise any remedies of a secured party under the UCC and take

any other appropriate action to protect and enforce the interests of the

Credit Enhancer under this Indenture.

Following the payment in full of the Notes, the Credit Enhancer shall

continue to have all the rights given to it under this Section and in all

other provisions of this Indenture, until all amounts owing to the Credit

Enhancer have been paid in full.

Section 4.04. Release of Collateral.

(a) Upon satisfaction and discharge of this Indenture pursuant to Section

4.01 and otherwise as permitted by this Indenture, the Indenture Trustee shall

execute instruments to release property from the lien of this Indenture, or

convey the Indenture Trustee's interest in the property, in a manner and under

circumstances that are not inconsistent with this Indenture. No party relying

on an instrument executed by the Indenture Trustee as provided in this Section

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

moneys.

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(b) When no Notes are Outstanding, the Indenture Trustee shall release

any remaining Collateral that secured the Notes from the lien of this

Indenture and release to the Issuer any funds then on deposit in any account

other than funds held in trust for the satisfaction of Notes that have not

been surrendered for payment. The Indenture Trustee shall release property

from the lien of this Indenture pursuant to this Section only on receipt of an

Issuer Request accompanied by an Officer's Certificate.

(c) Whenever a Mortgage Loan has been substituted for in accordance with

Section 2.01(f) or 2.02(b) of the Sale and Servicing Agreement, purchased in

accordance with Section 3.06 of the Sale and Servicing Agreement, or

designated for transfer in accordance with Section 2.06 of the Sale and

Servicing Agreement, the Indenture Trustee shall execute appropriate documents

to release the Mortgage Loan from the lien of this Indenture and deliver the

Mortgage File to the appropriate party.

(d) The Indenture Trustee shall release property from the lien of this

Indenture only on receipt of an Issuer Request accompanied by an Officer's

Certificate, an Opinion of Counsel, and Independent Certificates in accordance

with TIA Sections 314(c) and 314(d)(l) or an Opinion of Counsel in lieu of

Independent Certificates to the effect that the TIA does not require any

Independent Certificates.

ARTICLE V

REMEDIES

Section 5.01. Events of Default.

Any one of the following events is an "Event of Default" whatever the

reason:

(i) default by the Issuer in the payment of any interest on any Note

when it becomes payable, and the default continues for five days; or

(ii) default by the Issuer in the payment of the principal of any

Note when it becomes payable and the default continues for five days; or

(iii) default in the performance of any obligation of the Issuer

under this Indenture (other than an obligation specifically dealt with

elsewhere in this Section), or any representation or warranty of the

Issuer made in this Indenture or in any certificate or other writing

delivered in connection with this Indenture proves to have been

materially incorrect as of the time when it was made, and the default or

the circumstance making the representation or warranty incorrect has not

been cured within 60 days after notice to the Issuer by the Indenture

Trustee or to the Issuer and the Indenture Trustee by the Credit Enhancer

(or, if a Credit Enhancer Default exists, by the Holders of at least 25%

of the Outstanding Amount of the Notes) by registered or certified mail

specifying the default or incorrect representation or warranty and

requiring it to be remedied and stating that the notice is a notice of

default under this Indenture; or

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(iv) an Insolvency Event occurs with respect to the Issuer.

The Issuer shall deliver to the Indenture Trustee and the Credit Enhancer,

within five days after its occurrence, notice in the form of an Officer's

Certificate of any Incipient Default under clause (iii), its status, and what

action the Issuer is taking or proposes to take with respect to the event.

Section 5.02. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default occurs and is continuing, then the Indenture

Trustee or the Holders of not less than 51% of the aggregate Outstanding

Amount, in either case with the consent of the Credit Enhancer, or the Credit

Enhancer may declare all the Notes to be immediately payable, by a notice in

writing to the Issuer (and to the Indenture Trustee if given by Noteholders),

and upon that declaration the unpaid principal amount of the Notes, together

with accrued interest on them through the date of acceleration, shall become

immediately payable.

At any time after the declaration of acceleration of maturity has been

made and before a judgment or decree for payment of the money due has been

obtained by the Indenture Trustee, the Holders of not less than 51% of the

aggregate Outstanding Amount, with the consent of the Credit Enhancer, or the

Credit Enhancer, by notice to the Issuer and the Indenture Trustee, may

rescind the declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a

sum sufficient to pay:

(A) all payments of principal and interest on the Notes and all

other amounts that would then be due under this Indenture or on the

Notes if the Event of Default giving rise to the acceleration had

not occurred; and

(B) all sums paid or advanced by the Indenture Trustee under

this Indenture and the reasonable compensation, expenses,

disbursements, and advances of the Indenture Trustee and its agents

and counsel; and

(ii) all Events of Default, other than the nonpayment of the

principal or interest of the Notes that have become due solely by the

acceleration, have been cured or waived as provided in Section 5.13.

No rescission shall affect any subsequent default or impair any right

consequent to it.

Section 5.03. Collection of Indebtedness and Suits for Enforcement by

Indenture Trustee.

(a) The Issuer covenants that if the Notes are accelerated following an

Event of Default, then the Issuer will pay to the Indenture Trustee on demand,

for the benefit of the Noteholders or the Credit Enhancer if the Credit

Enhancer has made a payment on the Notes under the Policy, the whole amount

then payable on the Notes and, in addition, any further

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amount needed to cover the expenses of collection, including the reasonable

compensation and expenses of the Indenture Trustee and its agents and counsel.

(b) If the Issuer fails to pay those amounts immediately on demand, the

Indenture Trustee, in its own name and as trustee of an express trust, subject

to Section 11.16 may, and at the direction of the Credit Enhancer shall,

institute a Proceeding for the collection of the sums due, and may prosecute

the Proceeding to final decree, and may enforce the judgment against the

Issuer (or other obligor on the Notes) and collect in the manner provided by

law out of the property of the Issuer (or other obligor on the Notes) wherever

situated, the moneys determined to be payable.

(c) If an Event of Default occurs and is continuing, the Indenture

Trustee subject to Section 11.16 may in its discretion with the consent of the

Credit Enhancer (subject to Section 5.04), and at the direction of the Credit

Enhancer shall, proceed to protect and enforce its rights and the rights of

the Noteholders and the Credit Enhancer, by Proceedings the Indenture Trustee

deems most effective to protect and enforce those rights, whether for the

specific enforcement of any agreement in this Indenture or in aid of the

exercise of any power granted in this Indenture, or to enforce any other

proper remedy or legal or equitable right vested in the Indenture Trustee by

this Indenture or by law.

(d) In any Proceedings brought by the Indenture Trustee (and also any

Proceedings involving the interpretation of this Indenture to which the

Indenture Trustee is a party), the Indenture Trustee shall be held to

represent all the Noteholders and the Credit Enhancer, and it shall not be

necessary to make any Noteholder or the Credit Enhancer a party to the

Proceedings.

(e) All rights of action and assertion of claims under this Indenture,

the Sale and Servicing Agreement, or any of the Notes may be enforced by the

Indenture Trustee without the possession of any of the Notes or their

production in any Proceedings regarding them. Any Proceedings instituted by

the Indenture Trustee shall be brought in its own name as trustee of an

express trust. Any recovery of judgment, subject to the payment of the

expenses, disbursements, and compensation of the Indenture Trustee, each

predecessor Indenture Trustee, and their agents and counsel, shall be for the

ratable benefit of the Noteholders and the Credit Enhancer.

Section 5.04. Indenture Trustee May File Proofs of Claim.

(a) If

(1) Proceedings under Title 11 of the United States Code or any

other applicable federal or State bankruptcy, insolvency, or other

similar law are pending relating to the Issuer or any other obligor on

the Notes or any person having or claiming an ownership interest in the

Collateral, or

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(2) a receiver, assignee, or trustee in bankruptcy or

reorganization, or liquidator, sequestrator, or similar official has been

appointed for or taken possession of the Issuer or its property or the

other obligor or person, or

(3) any other comparable judicial Proceedings are pending relating

to the Issuer or other obligor on the Notes, or to the creditors or

property of the Issuer or the other obligor,

then, irrespective of whether the principal of any Notes is then payable as

expressed in them or by declaration or otherwise and irrespective of whether

the Indenture Trustee has made any demand pursuant to this Section, with the

consent of the Credit Enhancer the Indenture Trustee is authorized by

intervention in the Proceedings or otherwise:

(i) to file and prove claims for the entire amount of principal and

interest and other amounts owing on the Notes and to file any other

documents appropriate to have the claims of the Indenture Trustee, the

Credit Enhancer, and of the Noteholders allowed in the Proceedings

(including any claim for reasonable compensation to the Indenture Trustee

and each predecessor Indenture Trustee, and their respective agents and

counsel, and for reimbursement of all expenses and liabilities incurred,

and all advances made, by the Indenture Trustee and each predecessor

Indenture Trustee, except as a result of negligence or bad faith);

(ii) to vote on behalf of the Holders of Notes in any election of a

trustee, a standby trustee, or person performing similar functions in the

Proceedings; and

(iii) to collect and receive any moneys or other property payable on

any claims and to distribute all amounts received on the claims of the

Noteholders, the Credit Enhancer, and of the Indenture Trustee on their

behalf;

and any trustee, receiver, liquidator, custodian, or other similar official in

any Proceeding is hereby authorized by each of the Noteholders to make

payments to the Indenture Trustee and, if the Indenture Trustee consents to

the Noteholders receiving payments directly, to pay to the Indenture Trustee

amounts sufficient to cover reasonable compensation to the Indenture Trustee,

each predecessor Indenture Trustee, and their respective agents and counsel,

and all other expenses and liabilities incurred, and all advances made, by the

Indenture Trustee and each predecessor Indenture Trustee except as a result of

negligence or bad faith, and to pay all amounts due to the Credit Enhancer.

(b) Nothing contained in this Indenture authorizes the Indenture Trustee

to authorize or consent to or vote for or accept or adopt on behalf of any

Noteholder or the Credit Enhancer any plan of reorganization, arrangement,

adjustment, or composition affecting the Notes or the rights of any Noteholder

or the Credit Enhancer or authorizes the Indenture Trustee to vote on the

claim of any Noteholder or the Credit Enhancer in any such proceeding except

to vote for the election of a trustee in bankruptcy or similar person.

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Section 5.05. Remedies; Priorities.

(a) If an Event of Default has occurred and is continuing, the Indenture

Trustee subject to Section 11.16 may with the consent of the Credit Enhancer,

and at the direction of the Credit Enhancer shall, do any of the following

(subject to Section 5.11):

(i) institute Proceedings in its own name and as trustee of an

express trust for the collection of all amounts then payable on the Notes

or under this Indenture, whether by declaration or otherwise, and all

amounts payable under the Sale and Servicing Agreement, and enforce any

judgment obtained, and collect from the Issuer and any other obligor on

the Notes moneys adjudged due;

(ii) institute Proceedings for the complete or partial foreclosure of

this Indenture with respect to the Collateral;

(iii) exercise any remedies of a secured party under the UCC and

take any other appropriate action to protect and enforce the rights of

the Indenture Trustee, the Credit Enhancer, and the Noteholders;

(iv) exercise all rights of the Issuer in connection with the

Purchase Agreement and the Sale and Servicing Agreement against the

Sponsor, the Depositor, or the Master Servicer or otherwise; and

(v) sell any portion of the Collateral or interests in it as

directed by the Credit Enhancer, at one or more public or private sales

called and conducted in any manner permitted by law.

The Indenture Trustee, however, may not sell or otherwise liquidate Collateral

following an Event of Default unless (A) the Indenture Trustee obtains the

consent of the Credit Enhancer and the Holders of 100% of the aggregate

Outstanding Amount of the Notes, (B) the proceeds of the sale or liquidation

distributable to the Noteholders and the Credit Enhancer are sufficient to

discharge in full all amounts then due on the Notes and to reimburse the

Credit Enhancer for any unreimbursed Credit Enhancer Draw Amounts and any

other amounts due the Credit Enhancer under the Insurance Agreement, or (C)

the Indenture Trustee determines that the Collateral will not continue to

provide sufficient funds for the payment of principal of and interest on the

Notes as they would have become due if the Notes had not been declared due and

payable, and the Indenture Trustee obtains the consent of the Credit Enhancer

and the Holders of a majority of the aggregate Outstanding Amount of the

Notes. In determining the sufficiency or insufficiency under clause (B) and

(C), the Indenture Trustee may, but need not, obtain and rely upon an opinion

of an Independent investment banking or accounting firm of national reputation

as to the feasibility of the proposed action and as to the sufficiency of the

Collateral for the purpose. If a Credit Enhancer Defaults exists at the time

any consent is required or direction may be given under this Section 5.05(a),

the consent or direction shall be by Holders representing at least 66 2/3% of

the Outstanding Amount instead of by the Credit Enhancer.

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(b) If the Indenture Trustee collects any money or property under this

Article, it shall pay out the money or property in the following order:

FIRST: to the Indenture Trustee for the fee of the Indenture Trustee

(separately agreed to between the Master Servicer and the Indenture

Trustee) then due and any expenses incurred by it in connection with the

enforcement of the remedies under this Article and to the Owner Trustee

for the fee of the Owner Trustee (separately agreed to between the Master

Servicer and the Owner Trustee) then due and any expenses due to the

Owner Trustee under any of the Transaction Documents;

SECOND: any premium owing to the Credit Enhancer;

THIRD: to the Noteholders for interest due on the Notes, pro rata

according to the amounts due on the Notes for interest;

FOURTH: to the Noteholders for amounts due on the Notes for

principal, pro rata according to the principal due on the Notes until the

Note Principal Balance of the Notes is reduced to zero;

FIFTH: to the Credit Enhancer, any other amounts owed to the Credit

Enhancer under the Insurance Agreement; and

SIXTH: to the Issuer for distribution in accordance with the Trust

Agreement.

Section 5.06. Optional Preservation of the Collateral.

If the Notes have been declared to be due under Section 5.02 following an

Event of Default and the declaration and its consequences have not been

annulled, the Indenture Trustee may with the consent of the Credit Enhancer,

but need not unless so directed by the Credit Enhancer, elect to maintain

possession of the Collateral. The parties and the Noteholders want sufficient

funds to exist at all times for the payment of principal of and interest on

the Notes and other obligations of the Issuer including payments to the Credit

Enhancer, and the Indenture Trustee shall take that into account when

determining whether or not to maintain possession of any Collateral. In

determining whether to maintain possession of the Collateral, the Indenture

Trustee may, but need not, obtain and rely upon an opinion of an Independent

investment banking or accounting firm of national reputation as to the

feasibility of the proposed action and as to the sufficiency of the Collateral

for the purpose.

Section 5.07. Limitation of Suits.

No Noteholder may institute any Proceeding with respect to this

Indenture, or for the appointment of a receiver or trustee, or for any other

remedy under this Indenture, unless the Credit Enhancer has consented and

subject to Section 11.16:

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(i) the Holder has previously given notice to the Indenture Trustee

of a continuing Event of Default;

(ii) the Holders of not less than 51% of the aggregate Outstanding

Amount have requested the Indenture Trustee in writing to institute a

Proceeding with respect to the Event of Default in its own name as

Indenture Trustee under this Indenture;

(iii) the Holders have offered the Indenture Trustee reasonable

indemnity against the costs and liabilities to be incurred in complying

with the request;

(iv) the Indenture Trustee for 60 days after its receipt of the

request and offer of indemnity has failed to institute Proceedings;

(v) no direction inconsistent with the request has been given to the

Indenture Trustee during the 60-day period by the Holders of not less

than 51% of the aggregate Outstanding Amount; and

(vi) the Holders have obtained the consent of the Credit Enhancer.

No Holders of Notes shall have any right in any ma