EXHIBIT 4.4

OPTEUM MORTGAGE ACCEPTANCE CORPORATION MBN TRUST SERIES 20__ - __

Issuing Entity

AND

[Name of Indenture Trustee]

INDENTURE TRUSTEE

---------------------------------

INDENTURE

Dated as of _____ __, 20__

---------------------------------

MORTGAGE-BACKED NOTES

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TABLE OF CONTENTS

ARTICLE I

Definitions

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

Section 1.02  Incorporation by Reference of Trust Indenture Act

Section 1.03  Rules of Construction

ARTICLE II

Original Issuance of Notes

Section 2.01  Form.............

Section 2.02  Execution, Authentication and Delivery

ARTICLE III

Covenants

Section 3.01  Collection of Payments with Respect to the Mortgage Loans

Section 3.02  Maintenance of Office or Agency

Section 3.03  Money for Payments to Be Held in Trust; Paying Agent

Section 3.04  Existence

Section 3.05  Payment of Principal and Interest; Defaulted Interest

Section 3.06  Protection of Trust Estate

Section 3.07  Opinions as to Trust Estate

Section 3.08  Performance of Obligations; Servicing Agreement

Section 3.09  Negative Covenants

Section 3.10  Annual Statement as to Compliance

Section 3.11  Recording of Assignments

Section 3.12  Representations and Warranties Concerning the Mortgage Loans

Section 3.13  Amendments to Servicing Agreement

Section 3.14  Master Servicer as Agent and Bailee of the Mortgage Loans Holder

Section 3.15  Investment Company Act

Section 3.16  Issuing Entity May Consolidate, Etc

Section 3.17  Successor or Transferee

Section 3.18  No Other Business

Section 3.19  No Borrowing

Section 3.20  Guarantees, Loans, Advances and Other Liabilities

Section 3.21  Capital Expenditures

Section 3.22  [Reserved]

Section 3.23  Restricted Payments

Section 3.24  Notice of Events of Default

Section 3.25  Further Instruments and Acts

Section 3.26  Statements to Noteholders

Section 3.27  Determination of Note Interest Rate

Section 3.28  Payments under the Credit Enhancement Instrument

Section 3.29  Replacement Credit Enhancement Instrument

ARTICLE IV

The Notes; Satisfaction and Discharge of Indenture

Section 4.01  The Notes

Section 4.02  Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate Registrar

Section 4.03  Mutilated, Destroyed, Lost or Stolen Notes

Section 4.04  Persons Deemed Owners

Section 4.05  Cancellation

Section 4.06  Book-Entry Notes

Section 4.07  Notices to Depository

Section 4.08  Definitive Notes

Section 4.09  Tax Treatment

Section 4.10  Satisfaction and Discharge of Indenture

Section 4.11  Application of Trust Money

Section 4.12  Subrogation and Cooperation

Section 4.13  Repayment of Monies Held by Paying Agent

Section 4.14  Temporary Notes

ARTICLE V

Default and Remedies

Section 5.01  Events of Default

Section 5.02  Acceleration of Maturity; Rescission and Annulment

Section 5.03  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee

Section 5.04  Remedies; Priorities

Section 5.05  Optional Preservation of the Trust Estate

Section 5.06  Limitation of Suits

Section 5.07  Unconditional Rights of Noteholders to Receive Principal and Interest

Section 5.08  Restoration of Rights and Remedies

Section 5.09  Rights and Remedies Cumulative

Section 5.10  Delay or Omission Not a Waiver

Section 5.11  Control by Noteholders

Section 5.12  Waiver of Past Defaults

Section 5.13  Undertaking for Costs

Section 5.14  Waiver of Stay or Extension Laws

Section 5.15  Sale of Trust Estate

Section 5.16  Action on Notes

Section 5.17  Performance and Enforcement of Certain Obligations

ARTICLE VI

The Indenture Trustee

Section 6.01  Duties of Indenture Trustee

Section 6.02  Rights of Indenture Trustee

Section 6.03  Individual Rights of Indenture Trustee

Section 6.04  Indenture Trustee's Disclaimer

Section 6.05  Notice of Event of Default

Section 6.06  Reports by Indenture Trustee to Holders

Section 6.07  Compensation and Indemnity

Section 6.08  Replacement of Indenture Trustee

Section 6.09  Successor Indenture Trustee by Merger

Section 6.10  Appointment of Co-Indenture Trustee or Separate Indenture Trustee

Section 6.11  Eligibility; Disqualification

Section 6.12  Preferential Collection of Claims Against Issuing Entity

Section 6.13  Representation and Warranty

Section 6.14  Directions to Indenture Trustee

Section 6.15  [No Consent to Certain Acts of Depositor

Section 6.16  Indenture Trustee May Own Securities

ARTICLE VII

Noteholders' Lists and Reports

Section 7.01  Issuing Entity to Furnish Indenture Trustee Names and Addresses of Noteholders

Section 7.02  Preservation of Information; Communications to Noteholders

Section 7.03  Reports by Issuing Entity

Section 7.04  Reports by Indenture Trustee

ARTICLE VIII

Accounts, Disbursements and Releases

Section 8.01  Collection of Money

Section 8.02  Trust Accounts

Section 8.03  Officer's Certificate

Section 8.04  Termination upon Distribution to Noteholders

Section 8.05  Release of Trust Estate

Section 8.06  Surrender of Notes upon Final Payment

ARTICLE IX

Supplemental Indentures

Section 9.01  Supplemental Indentures Without Consent of Noteholders

Section 9.02  Supplemental Indentures with Consent of Noteholders

Section 9.03  Execution of Supplemental Indentures

Section 9.04  Effect of Supplemental Indenture

Section 9.05  Conformity with Trust Indenture Act

Section 9.06  Reference in Notes to Supplemental Indentures

ARTICLE X

Miscellaneous

Section 10.01  Compliance Certificates and Opinions, Etc

Section 10.02  Form of Documents Delivered to Indenture Trustee

Section 10.03  Acts of Noteholders

Section 10.04  Notices, Etc., to Indenture Trustee, Issuing Entity, Credit Enhancer and Rating Agencies

Section 10.05  Notices to Noteholders; Waiver

Section 10.06  Alternate Payment and Notice Provisions

Section 10.07  Conflict with Trust Indenture Act

Section 10.08  Effect of Headings

Section 10.09  Successors and Assigns

Section 10.10  Separability

Section 10.11  Benefits of Indenture

Section 10.12  Legal Holidays

Section 10.13  GOVERNING LAW

Section 10.14  Counterparts

Section 10.15  Recording of Indenture

Section 10.16  Issuing Entity Obligation

Section 10.17  No Petition

Section 10.18  Inspection

Section 10.19  Authority of the Administrator

EXHIBITS

Exhibit A  --  Form of Notes

Exhibit B  --  Form of Back-Up Certification To Form 10-K Certificate

Exhibit C  --  Form 10-D, Form 8-K and Form 10-K Reporting Responsibility

Appendix A  --  Definitions

This Indenture, dated as of _______________, between Opteum Mortgage

Acceptance Corporation MBN Trust Series 20__ -__, a Delaware statutory trust, as

Issuing Entity (the "Issuing Entity"), and ____________________________, a

____________________________, as Indenture Trustee (the "Indenture Trustee"),

WITNESSETH THAT:

Each party hereto agrees as follows for the benefit of the other party

and for the equal and ratable benefit of the Holders of the Issuing Entity's

Series 20__-_ Mortgage-Backed Notes (the "Notes").

GRANTING CLAUSE

The Issuing Entity hereby Grants to the Indenture Trustee at the

Closing Date, as trustee for the benefit of the Holders of the Notes, all of the

Issuing Entity's right, title and interest in and to whether now existing or

hereafter created by (a) the Mortgage Loans and the proceeds thereof, (b) all

funds on deposit in the Funding Account, including all income from the

investment and reinvestment of funds therein, (c) all funds on deposit from time

to time in the Collection Account allocable to the Mortgage Loans excluding any

investment income from such funds; (d) all funds on deposit from time to time in

the Payment Account and in all proceeds thereof; (e) the Policy and (f) all

present and future claims, demands, causes and chooses in action in respect of

any or all of the foregoing and all payments on or under, and all proceeds of

every kind and nature whatsoever in respect of, any or all of the foregoing and

all payments on or under, and all proceeds of every kind and nature whatsoever

in the conversion thereof, voluntary or involuntary, into cash or other liquid

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

acceptances, checks, deposit accounts, rights to payment of any and every kind,

and other forms of obligations and receivables, instruments and other property

which at any time constitute all or part of or are included in the proceeds of

any of the foregoing (collectively, the "Trust Estate" or the "Collateral").

The foregoing Grant is made in trust to secure the payment of principal

of and interest on, and any other amounts owing in respect of, the Notes,

equally and ratably without prejudice, priority or distinction, and to secure

compliance with the provisions of this Indenture, all as provided in this

Indenture.

The Indenture Trustee, as trustee on behalf of the Holders of the

Notes, acknowledges such Grant, accepts the trust under this Indenture in

accordance with the provisions hereof and agrees to perform its duties as

Indenture Trustee as required herein.

ARTICLE I

Definitions

Section 1.01 DEFINITIONS. For all purposes of this Indenture, except as

otherwise expressly provided herein or unless the context otherwise requires,

capitalized terms not otherwise defined herein shall have the meanings assigned

to such terms in the Definitions attached hereto as Appendix A which is

incorporated by reference herein. All other capitalized terms used herein shall

have the meanings specified herein.

Section 1.02 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the Trust Indenture Act (the

"TIA"), the provision is incorporated by reference in and made a part of this

Indenture. The following TIA terms used in this Indenture have the following

meanings:

"Commission" means the Securities and Exchange Commission.

"indenture securities" means the Notes.

"indenture security holder" means a Noteholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Indenture

Trustee.

"obligor" on the indenture securities means the Issuing Entity and any

other obligor on the indenture securities.

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

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

the meaning assigned to them by such definitions.

Section 1.03 RULES OF CONSTRUCTION. Unless the context otherwise

requires:

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

(ii) an accounting term not otherwise defined has the meaning

assigned to it in accordance with generally accepted accounting

principles as in effect from time to time;

(iii) "or" is not exclusive;

(iv) "including" means including without limitation;

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

plural include the singular; and

(vi) any agreement, instrument or statute defined or referred

to herein or in any instrument or certificate delivered in connection

herewith means such agreement, instrument or statute as from time to

time amended, modified or supplemented and includes (in the case of

agreements or instruments) references to all attachments thereto and

instruments incorporated therein; references to a Person are also to

its permitted successors and assigns.

ARTICLE II

Original Issuance of Notes

Section 2.01 FORM. The Notes, together with the Indenture Trustee's

certificate of authentication, shall be in substantially the form set forth in

Exhibit A, with such appropriate insertions, omissions, substitutions and other

variations as are required or permitted by this Indenture and may have such

letters, numbers or other marks of identification and such legends or

endorsements placed thereon as may, consistently herewith, be determined by the

officers executing such Notes, as evidenced by their execution of the Notes. Any

portion of the text of any Note may be set forth on the reverse thereof, with an

appropriate reference thereto on the face of the Note.

The Notes shall be typewritten, printed, lithographed or engraved or

produced by any combination of these methods (with or without steel engraved

borders), all as determined by the Authorized Officers executing such Notes, as

evidenced by their execution of such Notes.

The terms of the Notes set forth in Exhibit A are part of the terms of

this Indenture.

Section 2.02 EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall be

executed on behalf of the Issuing Entity by any of its Authorized Officers. The

signature of any such Authorized Officer on the Notes may be manual or

facsimile.

Notes bearing the manual or facsimile signature of individuals who were

at any time Authorized Officers of the Issuing Entity shall bind the Issuing

Entity, notwithstanding that such individuals or any of them have ceased to hold

such offices prior to the authentication and delivery of such Notes or did not

hold such offices at the date of such Notes.

The Indenture Trustee shall upon Issuer Request authenticate and

deliver Notes for original issue in an aggregate initial principal amount of

$___________.

Each Note shall be dated the date of its authentication. The Notes

shall be issuable as registered Notes and the Notes shall be issuable in the

minimum initial Security Balances of $100,000 and in integral multiples of

$1,000 in excess thereof.

No Note shall be entitled to any benefit under this Indenture or be

valid or obligatory for any purpose, unless there appears on such Note a

certificate of authentication substantially in the form provided for herein

executed by the Indenture Trustee by the manual signature of one of its

authorized signatories, and such certificate upon any Note shall be conclusive

evidence, and the only evidence, that such Note has been duly authenticated and

delivered hereunder.

ARTICLE III

Covenants

Section 3.01 COLLECTION OF PAYMENTS WITH RESPECT TO THE MORTGAGE LOANS.

The Indenture Trustee shall establish and maintain with itself a trust account

(the "Payment Account") in which the Indenture Trustee shall, subject to the

terms of this paragraph, deposit, on the same day as it is received from the

Master Servicer, each remittance received by the Indenture Trustee with respect

to the Mortgage Loans. The Indenture Trustee shall make all payments of

principal of and interest on the Notes, subject to Section 3.03 as provided in

Section 3.05 herein from monies on deposit in the Payment Account.

Section 3.02 MAINTENANCE OF OFFICE OR AGENCY. The Issuing Entity will

maintain in the [Borough of Manhattan, The City of New York,] an office or

agency where, subject to satisfaction of conditions set forth herein, Notes may

be surrendered for registration of transfer or exchange, and where notices and

demands to or upon the Issuing Entity in respect of the Notes and this Indenture

may be served. The Issuing Entity hereby initially appoints the Indenture

Trustee to serve as its agent for the foregoing purposes. If at any time the

Issuing Entity shall fail to maintain any such office or agency or shall fail to

furnish the Indenture Trustee with the address thereof, such surrenders, notices

and demands may be made or served at the Corporate Trust Office, and the Issuing

Entity hereby appoints the Indenture Trustee as its agent to receive all such

surrenders, notices and demands.

Section 3.03 MONEY FOR PAYMENTS TO BE HELD IN TRUST; PAYING AGENT. (a)

As provided in Section 3.01, all payments of amounts due and payable with

respect to any Notes that are to be made from amounts withdrawn from the Payment

Account pursuant to Section 3.01 shall be made on behalf of the Issuing Entity

by the Indenture Trustee or by the Paying Agent, and no amounts so withdrawn

from the Payment Account for payments of Notes shall be paid over to the Issuing

Entity except as provided in this Section 3.03.

The Issuing Entity will cause each Paying Agent other than the

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

in which such Paying Agent shall agree with the Indenture Trustee (and if the

Indenture Trustee acts as Paying Agent it hereby so agrees), subject to the

provisions of this Section 3.03, that such Paying Agent will:

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

with respect to the Notes in trust for the benefit of the Persons

entitled thereto until such sums shall be paid to such Persons or

otherwise disposed of as herein provided and pay such sums to such

Persons as herein provided;

(ii) give the Indenture Trustee notice of any default by the

Issuing Entity of which it has actual knowledge in the making of any

payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default,

upon the written request of the Indenture Trustee, forthwith pay to the

Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as Paying Agent and forthwith pay to

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

Notes if at any time it ceases to meet the standards required to be met

by a Paying Agent at the time of its appointment; and

(v) comply with all requirements of the Code with respect to

the withholding from any payments made by it on any Notes of any

applicable withholding taxes imposed thereon and with respect to any

applicable reporting requirements in connection therewith.

The Issuing Entity may at any time, for the purpose of obtaining the

satisfaction and discharge of this Indenture or for any other purpose, by Issuer

Request direct any Paying Agent to pay to the Indenture Trustee all sums held in

trust by such Paying Agent, such sums to be held by the Indenture Trustee upon

the same trusts as those upon which the sums were held by such Paying Agent; and

upon such payment by any Paying Agent to the Indenture Trustee, such Paying

Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds, any money

held by the Indenture Trustee or any Paying Agent in trust for the payment of

any amount due with respect to any Note and remaining unclaimed for one year

after such amount has become due and payable shall be discharged from such trust

and be paid to the Issuing Entity on Issuer Request; and the Holder of such Note

shall thereafter, as an unsecured general creditor, look only to the Issuing

Entity for payment thereof (but only to the extent of the amounts so paid to the

Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent

with respect to such trust money shall thereupon cease; provided, however, that

the Indenture Trustee or such Paying Agent, before being required to make any

such repayment, shall at the expense and direction of the Issuing Entity cause

to be published once, in an Authorized Newspaper published in the English

language, notice that such money remains unclaimed and that, after a date

specified therein, which shall not be less than 30 days from the date of such

publication, any unclaimed balance of such money then remaining will be repaid

to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the

expense and direction of the Issuing Entity, any other reasonable means of

notification of such repayment (including, but not limited to, mailing notice of

such repayment to Holders whose Notes have been called but have not been

surrendered for redemption or whose right to or interest in monies due and

payable but not claimed is determinable from the records of the Indenture

Trustee or of any Paying Agent, at the last address of record for each such

Holder).

Section 3.04 EXISTENCE. The Issuing Entity will keep in full effect its

existence, rights and franchises as a statutory trust under the laws of the

State of Delaware (unless it becomes, or any successor Issuing Entity hereunder

is or becomes, organized under the laws of any other state or of the United

States of America, in which case the Issuing Entity will keep in full effect its

existence, rights and franchises under the laws of such other jurisdiction) and

will obtain and preserve its qualification to do business in each jurisdiction

in which such qualification is or shall be necessary to protect the validity and

enforceability of this Indenture, the Notes, the Mortgage Loans and each other

instrument or agreement included in the Trust Estate.

Section 3.05 PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST. (a)

On each Payment Date from amounts on deposit in the Payment Account after making

(x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any

deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section

8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the

Certificate Paying Agent, on behalf of the Certificateholders, and to other

Persons the amounts to which they are entitled as set forth below:

(i) to the Noteholders the sum of (a) one month's interest at

the Note Interest Rate on the Security Balances of Notes immediately

prior to such Payment Date and (b) any previously accrued and unpaid

interest for prior Payment Dates;

(ii) if such Payment Date is after the Funding Period, to the

Noteholders, as principal on the Notes, the applicable Security

Percentage of the Principal Collection Distribution Amount and if such

Payment Date is the first Payment Date following the end of the Funding

Period (if ending due to an Amortization Event) or the Payment Date on

which the Funding Period ends, to the Noteholders as principal on the

Notes the applicable Security Percentage of the amount deposited from

the Funding Account in respect of Security Principal Collections;

(iii) to the Noteholders, as principal on the Notes, from the

amount remaining on deposit in the Payment Account, up to the

applicable Security Percentage of Liquidation Loss Amounts for the

related Collection Period;

(iv) to the Noteholders, as principal on the Notes, from the

amount remaining on deposit in the Payment Account, up to the

applicable Security Percentage of Carryover Loss Amounts;

(v) to the Credit Enhancer, in the amount of the premium for

the Credit Enhancement Instrument and for any Additional Credit

Enhancement Instrument;

(vi) to the Credit Enhancer, to reimburse it for prior draws

made on the Credit Enhancement Instrument and on any Additional Credit

Enhancement Instrument (with interest thereon as provided in the

Insurance Agreement);

(vii) to the Noteholders, as principal on the Notes based on

the Security Balances from Security Interest Collections, up to the

Special Capital Distribution Amount for such Payment Date;

(viii) to the Credit Enhancer, any other amounts owed to the

Credit Enhancer pursuant to the Insurance Agreement;

(ix) [Reserved];

(x) to reimburse the Administrator for expenditures made on

behalf of the Issuing Entity with respect to the performance of its

duties under the Indenture; and

(xi) any remaining amount, to the Certificate Paying Agent, on

behalf of the Certificates.

provided, however, in the event that on a Payment Date a Credit Enhancer Default

shall have occurred and be continuing then the priorities of distributions

described above will be adjusted such that payments of the Certificate

Distribution Amount and all other amounts to be paid to the Certificate Paying

Agent will not be paid until the full amount of interest and principal in

accordance with clauses (i), (x) and (ii) through (iv) above that are due on the

Notes on such Payment Date have been paid and provided, further, that on the

Final Scheduled Payment Date or other final Payment Date, the amount to be paid

pursuant to clause (ii) above shall be equal to the Security Balances of the

Securities immediately prior to such Payment Date.

On each Payment Date, the Certificate Paying Agent shall deposit in the

Certificate Distribution Account all amounts it received pursuant to this

Section 3.05 for the purpose of distributing such funds to the

Certificateholders.

The amounts paid to Noteholders shall be paid to each Class in

accordance with the Class Percentage as set forth in paragraph (b) below.

Interest will accrue on the Notes during an Interest Period on the basis of the

actual number of days in such Interest Period and a year assumed to consist of

360 days.

[Any installment of interest or principal, if any, payable on any Note

or Certificate that is punctually paid or duly provided for by the Issuing

Entity on the applicable Payment Date shall, if such Holder holds Notes or

Certificates of an aggregate initial Principal Balance of at least $1,000,000,

be paid to each Holder of record on the preceding Record Date, by wire transfer

to an account specified in writing by such Holder reasonably satisfactory to the

Indenture Trustee as of the preceding Record Date or in all other cases or if no

such instructions have been delivered to the Indenture Trustee, by check to such

Noteholder mailed to such Holder's address as it appears in the Note Register

the amount required to be distributed to such Holder on such Payment Date

pursuant to such Holder's Securities; provided, however, that the Indenture

Trustee shall not pay to such Holders any amount required to be withheld from a

payment to such Holder by the Code.]

(b) The principal of each Note shall be due and payable in full on the

Final Scheduled Payment Date for such Note as provided in the form of Note set

forth in Exhibit A. All principal payments on each Class of Notes shall be made

to the Noteholders of such Class entitled thereto in accordance with the

Percentage Interests represented by such Notes. Upon notice to the Indenture

Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in

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

preceding the Final Scheduled Payment Date or other final Payment Date. Such

notice shall be mailed no later than five Business Days prior to such Final

Scheduled Payment Date or other final Payment Date and shall specify that

payment of the principal amount and any interest due with respect to such Note

at the Final Scheduled Payment Date or other final Payment Date will be payable

only upon presentation and surrender of such Note and shall specify the place

where such Note may be presented and surrendered for such final payment.

Section 3.06 PROTECTION OF TRUST ESTATE. (a) The Issuing Entity will

from time to time execute and deliver all such supplements and amendments hereto

and all such financing statements, continuation statements, instruments of

further assurance and other instruments, and will take such other action

necessary or advisable to:

(i) maintain or preserve the lien and security interest (and

the priority thereof) of this Indenture or carry out more effectively

the purposes hereof;

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

Grant made or to be made by this Indenture;

(iii) cause the Issuing Entity to enforce any of the Mortgage

Loans; or

(iv) preserve and defend title to the Trust Estate and the

rights of the Indenture Trustee and the Noteholders in such Trust

Estate against the claims of all persons and parties.

(b) Except as otherwise provided in this Indenture, the Indenture

Trustee shall not remove any portion of the Trust Estate 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 3.07 (or from the jurisdiction in which it

was held as described in the Opinion of Counsel delivered at the Closing Date

pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered

pursuant to Section 3.07(b) unless the Trustee shall have first received an

Opinion of Counsel to the effect that the lien and security interest created by

this Indenture with respect to such property will continue to be maintained

after giving effect to such action or actions.

The Issuing Entity hereby designates the Indenture Trustee its agent

and attorney-in-fact to execute any financing statement, continuation statement

or other instrument required to be executed pursuant to this Section 3.06.

Section 3.07 OPINIONS AS TO TRUST ESTATE. (a) On the Closing Date, the

Issuing Entity shall furnish to the Indenture Trustee and the Owner Trustee an

Opinion of Counsel either stating that, in the opinion of such counsel, such

action has been taken with respect to the recording and filing of this

Indenture, any indentures supplemental hereto, and any other requisite

documents, and with respect to the execution and filing of any financing

statements and continuation statements, as are necessary to perfect and make

effective the lien and security interest in the Mortgage Loans and reciting the

details of such action, or stating that, in the opinion of such counsel, no such

action is necessary to make such lien and security interest effective.

(b) On or before ___________ in each calendar year, beginning in ____,

the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel

at the expense of the Issuing Entity either stating that, in the opinion of such

counsel, such action has been taken with respect to the recording, filing,

re-recording and refiling of this Indenture, any indentures supplemental hereto

and any other requisite documents and with respect to the execution and filing

of any financing statements and continuation statements as is necessary to

maintain the lien and security interest in the Mortgage Loans and reciting the

details of such action or stating that in the opinion of such counsel no such

action is necessary to maintain such lien and security interest. Such Opinion of

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

this Indenture, any indentures supplemental hereto and any other requisite

documents and the execution and filing of any financing statements and

continuation statements that will, in the opinion of such counsel, be required

to maintain the lien and security interest in the Mortgage Loans until December

31 in the following calendar year.

Section 3.08 PERFORMANCE OF OBLIGATIONS; SERVICING AGREEMENT. (a) The

Issuing Entity will punctually perform and observe all of its obligations and

agreements contained in this Indenture, the Basic Documents and in the

instruments and agreements included in the Trust Estate.

(b) The Issuing Entity may contract with other Persons to assist it in

performing its duties under this Indenture, and any performance of such duties

by a Person identified to the Indenture Trustee in an Officer's Certificate of

the Issuing Entity shall be deemed to be action taken by the Issuing Entity.

Initially, the Issuing Entity has contracted with the Administrator to assist

the Issuing Entity in performing its duties under this Indenture.

(c) The Issuing Entity will not take any action or permit any action to

be taken by others which would release any Person from any of such Person's

covenants or obligations under any of the documents relating to the Mortgage

Loans or under any instrument included in the Trust Estate, or which would

result in the amendment, hypothecation, subordination, termination or discharge

of, or impair the validity or effectiveness of, any of the documents relating to

the Mortgage Loans or any such instrument, except such actions as the Master

Servicer is expressly permitted to take in the Servicing Agreement. The

Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise

the rights Issuing Entity and the Mortgage Loans holder, to direct the actions

of the Master Servicer.

(d) The Issuing Entity shall at all times retain an Administrator

(approved by the Credit Enhancer under the Administration Agreement) and may

enter into contracts with other Persons for the performance of the Issuing

Entity's obligations hereunder, and performance of such obligations by such

Persons shall be deemed to be performance of such obligations by the Issuing

Entity.

Section 3.09 NEGATIVE COVENANTS. So long as any Notes are Outstanding,

the Issuing Entity shall not:

(i) except as expressly permitted by this Indenture, sell,

transfer, exchange or otherwise dispose of the Trust Estate, unless

directed to do so by the Indenture Trustee;

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

principal or interest payable in respect of, the Notes (other than

amounts properly withheld from such payments under the Code) or assert

any claim against any present or former Noteholder by reason of the

payment of the taxes levied or assessed upon any part of the Trust

Estate;

(iii) (A) permit the validity or effectiveness of this

Indenture to be impaired, or permit the lien of this Indenture to be

amended, hypothecated, subordinated, terminated or discharged, or

permit any Person to be released from any covenants or obligations with

respect to the Notes under this Indenture except as may be expressly

permitted hereby, (B) permit any lien, charge, excise, claim, security

interest, mortgage or other encumbrance (other than the lien of this

Indenture) to be created on or extend to or other wise arise upon or

burden the Trust Estate or any part thereof or any interest therein or

the proceeds thereof or (C) permit the lien of this Indenture not to

constitute a valid first priority security interest in the Trust

Estate; or

(iv) waive or impair, or fail to assert rights under, the

Mortgage Loans, or impair or cause to be impaired the Company's or the

Issuing Entity's interest in the Mortgage Loans, the Mortgage Loan

Purchase Agreement or in any Basic Document, if any such action would

materially and adversely affect the interests of the Noteholders.

Section 3.10 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuing Entity will

deliver to the Indenture Trustee, within 120 days after the end of each fiscal

year of the Issuing Entity (commencing with the fiscal year ____), an Officer's

Certificate stating, as to the Authorized Officer signing such Officer's

Certificate, that:

(i) a review of the activities of the Issuing Entity during

such year and of its performance under this Indenture has been made

under such Authorized Officer's supervision; and

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

on such review, the Issuing Entity has complied with all conditions and

covenants under this Indenture throughout such year, or, if there has

been a default in its compliance with any such condition or covenant,

specifying each such default known to such Authorized Officer and the

nature and status thereof.

Section 3.11 RECORDING OF ASSIGNMENTS. The Company shall cause the to

exercise its right under the Mortgage Loan Purchase Agreement with respect to

the obligation of the Seller to submit or cause to be submitted for recording

all Assignments of Mortgages on or prior to ______________ with respect to the

Initial Loans and within 60 days following the related Deposit Date with respect

to any Additional Loans.

Section 3.12 REPRESENTATIONS AND WARRANTIES CONCERNING THE MORTGAGE

LOANS. The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit

of the representations and warranties made by the Seller in Section [____] and

Section [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage

Loans and the right to enforce the remedies against the Seller provided in such

Section [____] or Section [____] to the same extent as though such

representations and warranties were made directly to the Indenture Trustee.

Section 3.13 AMENDMENTS TO SERVICING AGREEMENT. The Issuing Entity

covenants with the Indenture Trustee that it will not enter into any amendment

or supplement to the Servicing Agreement in accordance with Section 8.01 of the

Servicing Agreement without the prior written consent of the Indenture Trustee.

The Indenture Trustee, as pledgee of the Mortgage Loans, may, in its discretion,

decline to enter into or consent to any such supplement or amendment if its own

rights, duties or immunities shall be adversely affected.

Section 3.14 MASTER SERVICER AS AGENT AND BAILEE OF THE MORTGAGE LOANS

HOLDER. Solely for purposes of perfection under Section 9-305 of the Uniform

Commercial Code or other similar applicable law, rule or regulation of the state

in which such property is held by the Master Servicer, the Indenture Trustee

hereby acknowledges that the Master Servicer is acting as agent and bailee of

the Mortgage Loans holder in holding amounts on deposit in the Collection

Account pursuant to Section 3.02 of the Servicing Agreement, as well as its

agent and bailee in holding any Related Documents released to the Master

Servicer pursuant to Section 3.06(c) of the Servicing Agreement, and any other

items constituting a part of the Trust Estate which from time to time come into

the possession of the Master Servicer. It is intended that, by the Master

Servicer's acceptance of such agency pursuant to Section 3.02 of the Servicing

Agreement, the Trustee, as a secured party of the Mortgage Loans, will be deemed

to have possession of such Related Documents, such monies and such other items

for purposes of Section 9-305 of the Uniform Commercial Code of the state in

which such property is held by the Master Servicer.

Section 3.15 INVESTMENT COMPANY ACT. The Issuing Entity shall not

become an "investment company" or under the "control" of an "investment company"

as such terms are defined in the Investment Company Act of 1940, as amended (or

any successor or amendatory statute), and the rules and regulations thereunder

(taking into account not only the general definition of the term "investment

company" but also any available exceptions to such general definition);

provided, however, that the Issuing Entity shall be in compliance with this

Section 3.15 if it shall have obtained an order exempting it from regulation as

an "investment company" so long as it is in compliance with the conditions

imposed in such order.

Section 3.16 ISSUING ENTITY MAY CONSOLIDATE, ETC. (a) The Issuing

Entity shall not consolidate or merge with or into any other Person, unless:

(i) the Person (if other than the Issuing Entity) formed by or

surviving such consolidation or merger shall be a Person organized and

existing under the laws of the United States of America or any state or

the District of Columbia and shall expressly assume, by an indenture

supplemental hereto, executed and delivered to the Indenture Trustee,

in form reasonably satisfactory to the Indenture Trustee, the due and

punctual payment of the principal of and interest on all Notes and to

the Certificate Paying Agent, on behalf of the Certificateholders and

the performance or observance of every agreement and covenant of this

Indenture on the part of the Issuing Entity to be performed or

observed, all as provided herein;

(ii) immediately after giving effect to such transaction, no

Event of Default shall have occurred and be continuing;

(iii) the Rating Agencies shall have notified the Issuing

Entity that such transaction shall not cause the rating of the Notes

[or the Certificates] to be reduced, suspended or withdrawn or to be

considered by either Rating Agency to be below investment grade without

taking into account the Credit Enhancement Instrument;

(iv) the Issuing Entity shall have received an Opinion of

Counsel (and shall have delivered copies thereof to the Indenture

Trustee) to the effect that such transaction will not have any material

adverse tax consequence to the Issuing Entity, any Noteholder or any

Certificateholder;

(v) any action that is necessary to maintain the lien and

security interest created by this Indenture shall have been taken; and

(vi) the Issuing Entity shall have delivered to the Indenture

Trustee an Officer's Certificate and an Opinion of Counsel each stating

that such consolidation or merger and such supplemental indenture

comply with this Article III and that all conditions precedent herein

provided for relating to such transaction have been complied with

(including any filing required by the Exchange Act).

(b) The Issuing Entity shall not convey or transfer any of its

properties or assets, including those included in the Trust Estate, to any

Person, unless:

(i) the Person that acquires by conveyance or transfer the

properties and assets of the Issuing Entity the conveyance or transfer

of which is hereby restricted shall (A) be a United States citizen or a

Person organized and existing under the laws of the United States of

America or any state, (B) expressly assumes, by an indenture

supplemental hereto, executed and delivered to the Indenture Trustee,

in form satisfactory to the Indenture Trustee, the due and punctual

payment of the principal of and interest on all Notes and the

performance or observance of every agreement and covenant of this

Indenture on the part of the Issuing Entity to be performed or

observed, all as provided herein, (C) expressly agrees by means of such

supplemental indenture that all right, title and interest so conveyed

or transferred shall be subject and subordinate to the rights of

Holders of the Notes, (D) unless otherwise provided in such

supplemental indenture, expressly agrees to indemnify, defend and hold

harmless the Issuing Entity against and from any loss, liability or

expense arising under or related to this Indenture and the Notes and

(E) expressly agrees by means of such supplemental indenture that such

Person (or if a group of Persons, then one specified Person) shall make

all filings with the Commission (and any other appropriate Person)

required by the Exchange Act in connection with the Notes;

(ii) immediately after giving effect to such transaction, no

Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agencies shall have notified the Issuing

Entity that such transaction shall not cause the rating of the Notes or

the Certificates to be reduced, suspended or withdrawn;

(iv) the Issuing Entity shall have received an Opinion of

Counsel (and shall have delivered copies thereof to the Indenture

Trustee) to the effect that such transaction will not have any material

adverse tax consequence to the Issuing Entity or any Noteholder;

(v) any action that is necessary to maintain the lien and

security interest created by this Indenture shall have been taken; and

(vi) the Issuing Entity shall have delivered to the Indenture

Trustee an Officer's Certificate and an Opinion of Counsel each stating

that such conveyance or transfer and such supplemental indenture comply

with this Article III and that all conditions precedent herein provided

for relating to such transaction have been complied with (including any

filing required by the Exchange Act).

Section 3.17 SUCCESSOR OR TRANSFEREE. (a) Upon any consolidation or

merger of the Issuing Entity in accordance with Section 3.16(a), the Person

formed by or surviving such consolidation or merger (if other than the Issuing

Entity) shall succeed to, and be substituted for, and may exercise every right

and power of, the Issuing Entity under this Indenture with the same effect as if

such Person had been named as the Issuing Entity herein.

(b) Upon a conveyance or transfer of all the assets and properties of

the Issuing Entity pursuant to Section 3.16(b), the Issuing Entity will be

released from every covenant and agreement of this Indenture to be observed or

performed on the part of the Issuing Entity with respect to the Notes

immediately upon the delivery of written notice to the Indenture Trustee of such

conveyance or transfer.

Section 3.18 NO OTHER BUSINESS. The Issuing Entity shall not engage in

any business other than financing, purchasing, owning and selling and managing

the Mortgage Loans and the issuance of the Notes and Certificates in the manner

contemplated by this Indenture and the Basic Documents and all activities

incidental thereto.

Section 3.19 NO BORROWING. The Issuing Entity shall not issue, incur,

assume, guarantee or otherwise become liable, directly or indirectly, for any

indebtedness except for the Notes.

Section 3.20 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except

as contemplated by this Indenture or the Basic Documents, the Issuing Entity

shall not make any loan or advance or credit to, or guarantee (directly or

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

or performance on any obligation or capability of so doing or otherwise),

endorse or otherwise become contingently liable, directly or indirectly, in

connection with the obligations, stocks or dividends of, or own, purchase,

repurchase or acquire (or agree contingently to do so) any stock, obligations,

assets or securities of, or any other interest in, or make any capital

contribution to, any other Person.

Section 3.21 CAPITAL EXPENDITURES. The Issuing Entity shall not make

any expenditure (by long- term or operating lease or otherwise) for capital

assets (either realty or personalty).

Section 3.22 [Reserved]

Section 3.23 RESTRICTED PAYMENTS. The Issuing Entity shall not,

directly or indirectly, (i) pay any dividend or make any distribution (by

reduction of capital or otherwise), whether in cash, property, securities or a

combination thereof, to the Owner Trustee or any owner of a beneficial interest

in the Issuing Entity or otherwise with respect to any ownership or equity

interest or security in or of the Issuing Entity, (ii) redeem, purchase, retire

or otherwise acquire for value any such ownership or equity interest or security

or (iii) set aside or otherwise segregate any amounts for any such purpose;

provided, however, that the Issuing Entity may make, or cause to be made, (x)

distributions to the Owner Trustee and the Certificateholders as contemplated

by, and to the extent funds are available for such purpose under the Trust

Agreement, (y) payments to the Master Servicer pursuant to the terms of the

Servicing Agreement and (z) payments to the Indenture Trustee pursuant to

Section 1(a)(ii) of the Administration Agreement. The Issuing Entity will not,

directly or indirectly, make payments to or distributions from the Collection

Account except in accordance with this Indenture and the Basic Documents.

Section 3.24 NOTICE OF EVENTS OF DEFAULT. The Issuing Entity shall give

the Indenture Trustee the Credit Enhancer and the Rating Agencies prompt written

notice of each Event of Default hereunder and under the Trust Agreement.

Section 3.25 FURTHER INSTRUMENTS AND ACTS. Upon request of the

Indenture Trustee, the Issuing Entity will execute and deliver such further

instruments and do such further acts as may be reasonably necessary or proper to

carry out more effectively the purpose of this Indenture.

Section 3.26 STATEMENTS TO NOTEHOLDERS. The Indenture Trustee and the

Certificate Registrar shall forward by mail to each Noteholder and

Certificateholder, respectively, the Statement delivered to it pursuant to

Section 4.01 of the Servicing Agreement.

Section 3.27 DETERMINATION OF NOTE INTEREST RATE. On the second LIBOR

Business Day immediately preceding (i) the Closing Date in the case of the first

Interest Period and (ii) the first day of each succeeding Interest Period, the

Indenture Trustee shall determine LIBOR and the Note Interest Rate for such

Interest Period and shall inform the Issuing Entity, the Master Servicer and the

Depositor at their respective facsimile numbers given to the Indenture Trustee

in writing thereof.

Section 3.28 PAYMENTS UNDER THE CREDIT ENHANCEMENT INSTRUMENT. (a) On

any Payment Date, other than a Dissolution Payment Date, the Indenture Trustee

on behalf of the Noteholders, and in its capacity as Certificate Paying Agent on

behalf of the Certificateholders shall make a draw on the Credit Enhancement

Instrument in an amount if any equal to the sum of (x) the amount by which the

interest accrued at the Note Interest Rate on the Security Balance of the Notes

exceeds the amount on deposit in the Payment Account available to be distributed

therefor on such Payment Date and (y) the Guaranteed Principal Payment Amount

(the "Credit Enhancement Draw Amount").

(b) The Indenture Trustee shall submit, if a Credit Enhancement Draw

Amount is specified in any Statement to Holders prepared by the Master Servicer

pursuant to Section 4.01 of the Servicing Agreement, the Notice for Payment (as

defined in the Credit Enhancement Instrument) in the amount of the Credit

Enhancement Draw Amount to the Credit Enhancer no later than 2:00 P.M., New York

City time, on the second Business Day prior to the applicable Payment Date. Upon

receipt of such Credit Enhancement Draw Amount in accordance with the terms of

the Credit Enhancement Instrument, the Indenture Trustee shall deposit such

Credit Enhancement Draw Amount in the Payment Account for distribution to

Holders (and the Certificate Paying Agent on behalf of the Certificates)

pursuant to Section 3.05.

In addition, a draw may be made under the Credit Enhancement Instrument

in respect of any Avoided Payment (as defined in and pursuant to the terms and

conditions of the Credit Enhancement Instrument) and the Indenture Trustee shall

submit a Notice for Payment with respect thereto together with the other

documents required to be delivered to the Credit Enhancer pursuant to the Credit

Enhancement Instrument in connection with a draw in respect of any Avoided

Payment.

(c) In the event that any Additional Credit Enhancement Instruments are

issued pursuant to Section 4.01 and Section 2.02(B) of the Insurance Agreement,

the Indenture Trustee shall be authorized to make draws thereon subject to the

terms and conditions therein.

Section 3.29 REPLACEMENT CREDIT ENHANCEMENT INSTRUMENT. In the event of

a Credit Enhancer Default or if the claims paying ability rating of the Credit

Enhancer is downgraded and such downgrade results in a downgrading of the then

current rating of the Securities (in each case, a "Replacement Event"), the

Issuing Entity, at its expense, in accordance with and upon satisfaction of the

conditions set forth in the Credit Enhancement Instrument, including, without

limitation, payment in full of all amounts owed to the Credit Enhancer, may, but

shall not be required to, substitute a new surety bond or surety bonds for the

existing Credit Enhancement Instrument or may arrange for any other form of

credit enhancement; provided, however, that in each case the Notes shall be

rated no lower than the rating assigned by each Rating Agency to the Notes

immediately prior to such Replacement Event and the timing and mechanism for

drawing on such new credit enhancement shall be reasonably acceptable to the

Indenture Trustee and provided further that the premiums under the proposed

credit enhancement shall not exceed such premiums under the existing Credit

Enhancement Instrument. It shall be a condition to substitution of any new

credit enhancement that there be delivered to the Indenture Trustee (i) an

Opinion of Counsel, acceptable in form to the Indenture Trustee, from counsel to

the provider of such new credit enhancement with respect to the enforceability

thereof and such other matters as the Indenture Trustee may require and (ii) an

Opinion of Counsel to the effect that such substitution would not (a) adversely

affect in any material respect the tax status of the Notes or (b) cause the

Issuing Entity to be subject to a tax at the entity level. Upon receipt of the

items referred to above and payment of all amounts owing to the Credit Enhancer

and the taking of physical possession of the new credit enhancement, the

Indenture Trustee shall, within five Business Days following receipt of such

items and such taking of physical possession, deliver the replaced Credit

Enhancement Instrument to the Credit Enhancer. In the event of any such

replacement the Issuing Entity shall give written notice thereof to the Rating

Agencies.

Section 3.30 RULE 17g-5 COMPLIANCE. The Indenture Trustee hereby agrees that, except as otherwise expressly permitted herein, it shall not communicate with (including verbally) or provide information to a Rating Agency without the prior consent of and consultation with the Depositor, and that any permitted communication by it to a Rating Agency will be made by it only in the manner prescribed by the procedures established by the Depositor to ensure compliance with Rule 17g-5 under the Exchange Act, including to the extent set forth in the Servicing Agreement, providing any such communications to the Depositor for posting on the Rule 17g-5 Website pursuant to the Servicing Agreement and this Indenture prior to communicating with such Rating Agency.

ARTICLE IV

The Notes; Satisfaction and Discharge of Indenture

Section 4.01 THE NOTES. The Notes shall be registered in the name of a

nominee designated by the Depository. Beneficial Owners will hold interests in

the Notes through the book-entry facilities of the Depository in minimum initial

Principal Balances of $1,000 and integral multiples of $1,000 in excess thereof.

The Indenture Trustee may for all purposes (including the making of

payments due on the Notes) deal with the Depository as the authorized

representative of the Beneficial Owners with respect to the Notes for the

purposes of exercising the rights of Holders of Notes hereunder. Except as

provided in the next succeeding paragraph of this Section 4.01, the rights of

Beneficial Owners with respect to the Notes shall be limited to those

established by law and agreements between such Beneficial Owners and the

Depository and Depository Participants. Except as provided in Section 4.08,

Beneficial Owners shall not be entitled to definitive certificates for the Notes

as to which they are the Beneficial Owners. Requests and directions from, and

votes of, the Depository as Holder of the Notes shall not be deemed inconsistent

if they are made with respect to different Beneficial Owners. The Indenture

Trustee may establish a reasonable record date in connection with solicitations

of consents from or voting by Noteholders and give notice to the Depository of

such record date. Without the consent of the Issuing Entity and the Indenture

Trustee, no Note may be transferred by the Depository except to a successor

Depository that agrees to hold such Note for the account of the Beneficial

Owners.

In the event the Depository Trust Company resigns or is removed as

Depository, the Indenture Trustee with the approval of the Issuing Entity may

appoint a successor Depository. If no successor Depository has been appointed

within 30 days of the effective date of the Depository's resignation or removal,

each Beneficial Owner shall be entitled to certificates representing the Notes

it beneficially owns in the manner prescribed in Section 4.08.

The Notes shall, on original issue, be executed on behalf of the

Issuing Entity by the Owner Trustee, not in its individual capacity but solely

as Owner Trustee, authenticated by the Note Registrar and delivered by the

Indenture Trustee to or upon the order of the Issuing Entity.

Section 4.02 REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE

OF NOTES; APPOINTMENT OF CERTIFICATE REGISTRAR. The Issuing Entity shall cause

to be kept at its Corporate Trust Office a Note Register in which, subject to

such reasonable regulations as it may prescribe, the Note Registrar shall

provide for the registration of Notes and of transfers and exchanges of Notes as

herein provided.

Subject to the restrictions and limitations set forth below, upon

surrender for registration of transfer of any Note at the Corporate Trust

Office, the Indenture Trustee shall execute and the Note Registrar shall

authenticate and deliver, in the name of the designated transferee or

transferees, one or more new Notes in authorized initial Security Balances

evidencing the same aggregate Percentage Interests.

Subject to the foregoing, at the option of the Noteholders, Notes may

be exchanged for other Notes of like tenor or, in each case in authorized

initial Principal Balances evidencing the same aggregate Percentage Interests

upon surrender of the Notes to be exchanged at the Corporate Trust Office of the

Note Registrar. Whenever any Notes are so surrendered for exchange, the

Indenture Trustee shall execute and the Note Registrar shall authenticate and

deliver the Notes which the Noteholder making the exchange is entitled to

receive. Each Note presented or sur rendered for registration of transfer or

exchange shall (if so required by the Note Registrar) be duly endorsed by, or be

accompanied by a written instrument of transfer in form reasonably satisfactory

to the Note Registrar duly executed by, the Holder thereof or his attorney duly

authorized in writing with such signature guaranteed by a commercial bank or

trust company located or having a correspondent located in the city of New York.

Notes delivered upon any such transfer or exchange will evidence the same

obligations, and will be entitled to the same rights and privileges, as the

Notes surrendered.

No service charge shall be made for any registration of transfer or

exchange of Notes, but the Note Registrar shall require payment of a sum

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

connection with any registration of transfer or exchange of Notes.

All Notes surrendered for registration of transfer and exchange shall

be cancelled by the Note Registrar and delivered to the Indenture Trustee for

subsequent destruction without liability on the part of either.

The Issuing Entity hereby appoints __________________________________

as Certificate Registrar to keep at its Corporate Trust Office a Certificate

Register pursuant to Section 3.09 of the Trust Agreement in which, subject to

such reasonable regulations as it may prescribe, the Certificate Registrar shall

provide for the registration of Certificates and of transfers and exchanges

thereof pursuant to Section 3.05 of the Trust Agreement.

__________________________________ hereby accepts such appointment.

Section 4.03 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any

mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee

receives evidence to its satisfaction of the destruction, loss or theft of any

Note, and (ii) there is delivered to the Indenture Trustee such security or

indemnity as may be required by it to hold the Issuing Entity and the Indenture

Trustee harmless, then, in the absence of notice to the Issuing Entity, the Note

Registrar or the Indenture Trustee that such Note has been acquired by a bona

fide purchaser, and provided that the requirements of Section 8-405 of the UCC

are met, the Issuing Entity shall execute, and upon its request the Indenture

Trustee shall authenticate and deliver, in exchange for or in lieu of any such

mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class;

provided, however, that if any such destroyed, lost or stolen Note, but not a

mutilated Note, shall have become or within seven days shall be due and payable,

instead of issuing a replacement Note, the Issuing Entity may pay such

destroyed, lost or stolen Note when so due or payable without surrender thereof.

If, after the delivery of such replacement Note or payment of a destroyed, lost

or stolen Note pursuant to the proviso to the preceding sentence, a bona fide

purchaser of the original Note in lieu of which such replacement Note was issued

presents for payment such original Note, the Issuing Entity and the Indenture

Trustee shall be entitled to recover such replacement Note (or such payment)

from the Person to whom it was delivered or any Person taking such replacement

Note from such Person to whom such replacement Note was delivered or any

assignee of such Person, except a bona fide purchaser, and shall be entitled to

recover upon the security or indemnity provided therefor to the extent of any

loss, damage, cost or expense incurred by the Issuing Entity or the Indenture

Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section 4.03, the

Issuing Entity may require the payment by the Holder of such Note of a sum

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

relation thereto and any other reasonable expenses (including the fees and

expenses of the Indenture Trustee) connected therewith.

Every replacement Note issued pursuant to this Section 4.03 in

replacement of any mutilated, destroyed, lost or stolen Note shall constitute an

original additional contractual obligation of the Issuing Entity, whether or not

the mutilated, destroyed, lost or stolen Note shall be at any time enforceable

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

and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 4.03 are exclusive and shall preclude

(to the extent lawful) all other rights and remedies with respect to the

replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 4.04 PERSONS DEEMED OWNERS. Prior to due presentment for

registration of transfer of any Note, the Issuing Entity, the Indenture Trustee

and any agent of the Issuing Entity or the Indenture Trustee may treat the

Person in whose name any Note is registered (as of the day of determination) as

the owner of such Note for the purpose of receiving payments of principal of and

interest, if any, on such Note and for all other purposes whatsoever, whether or

not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee

nor any agent of the Issuing Entity or the Indenture Trustee shall be affected

by notice to the contrary.

Section 4.05 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 Issuing Entity may

at any time deliver to the Indenture Trustee for cancellation any Notes

previously authenticated and delivered hereunder which the Issuing Entity may

have acquired in any manner whatsoever, and all Notes so delivered shall be

promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in

lieu of or in exchange for any Notes cancelled as provided in this Section 4.05,

except as expressly permitted by this Indenture. All cancelled Notes may be held

or disposed of by the Indenture Trustee in accordance with its standard

retention or disposal policy as in effect at the time unless the Issuing Entity

shall direct by an Issuer Request that they be destroyed or returned to it;

provided however, that such Issuer Request is timely and the Notes have not been

previously disposed of by the Indenture Trustee.

Section 4.06 BOOK-ENTRY NOTES. The Notes, upon original issuance, will

be issued in the form of typewritten Notes representing the Book-Entry Notes, to

be delivered to The Depository Trust Company, the initial Depository, by, or on

behalf of, the Issuing Entity. Such Notes shall initially be registered on the

Note Register in the name of Cede & Co., the nominee of the initial Depository,

and no Beneficial Owner will receive a Definitive Note representing such

Beneficial Owner's interest in such Note, except as provided in Section 4.08.

Unless and until definitive, fully registered Notes (the "Definitive Notes")

have been issued to Beneficial Owners pursuant to Section 4.08:

(i) the provisions of this Section 4.06 shall be in full force

and effect;

(ii) the Note Registrar and the Indenture Trustee shall be

entitled to deal with the Depository for all purposes of this Indenture

(including the payment of principal of and interest on the Notes and

the giving of instructions or directions hereunder) as the sole holder

of the Notes, and shall have no obligation to the Owners of Notes;

(iii) to the extent that the provisions of this Section 4.06

conflict with any other provisions of this Indenture, the provisions of

this Section 4.06 shall control;

(iv) the rights of Beneficial Owners shall be exercised only

through the Depository and shall be limited to those established by law

and agreements between such Owners of Notes and the Depository and/or

the Depository Participants. Unless and until Definitive Notes are

issued pursuant to Section 4.08, the initial Depository will make

book-entry transfers among the Depository Participants and receive and

transmit payments of principal of and interest on the Notes to such

Depository Participants; and

(v) whenever this Indenture requires or permits actions to be

taken based upon instructions or directions of Holders of Notes

evidencing a specified percentage of the Security Balances of the

Notes, the Depository shall be deemed to represent such percentage only

to the extent that it has received instructions to such effect from

Beneficial Owners and/or Depository Participants owning or

representing, respectively, such required percentage of the beneficial

interest in the Notes and has delivered such instructions to the

Indenture Trustee.

Section 4.07 NOTICES TO DEPOSITORY. Whenever a notice or other

communication to the Note Holders is required under this Indenture, unless and

until Definitive Notes shall have been issued to Beneficial Owners pursuant to

Section 4.08, the Indenture Trustee shall give all such notices and

communications specified herein to be given to Holders of the Notes to the

Depository, and shall have no obligation to the Beneficial Owners.

Section 4.08 DEFINITIVE NOTES. If (i) the Administrator advises the

Indenture Trustee in writing that the Depository is no longer willing or able to

properly discharge its responsibilities with respect to the Notes and the

Administrator is unable to locate a qualified successor, (ii) the Administrator

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, Owners of Notes representing beneficial

interests aggregating at least a majority of the Security Balances of the Notes

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 Beneficial

Owners, then the Depository shall notify all Beneficial Owners and the Indenture

Trustee of the occurrence of any such event and of the availability of

Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the

Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by

the Depository, accompanied by registration instructions, the Issuing Entity

shall execute and the Indenture Trustee shall authenticate the Definitive Notes

in accordance with the instructions of the Depository. None of the Issuing

Entity, the Note Registrar or the Indenture Trustee shall be liable for any

delay in delivery of such instructions and may conclusively rely on, and shall

be protected in relying on, such instructions. Upon the issuance of Definitive

Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes

as Noteholders.

Section 4.09 TAX TREATMENT. The Issuing Entity has entered into this

Indenture, and the Notes will be issued, with the intention that, for federal,

state and local income, single business and franchise tax purposes, the Notes

will qualify as indebtedness of the Issuing Entity. The Issuing Entity, by

entering into this Indenture, and each Noteholder, by its acceptance of its Note

(and each Beneficial Owner by its acceptance of an interest in the applicable

Book-Entry Note), agree to treat the Notes for federal, state and local income,

single business and franchise tax purposes as indebtedness of the Issuing

Entity.

Section 4.10 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture

shall cease to be of further effect with respect to the Notes except as to (i)

rights of registration of transfer and exchange, (ii) substitution of mutilated,

destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments

of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,

3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the Indenture

Trustee hereunder (including the rights of the Indenture Trustee under Section

6.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi)

the rights of Noteholders as beneficiaries hereof with respect to the property

so deposited with the Indenture Trustee payable to all or any of them, and the

Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall

execute proper instruments acknowledging satisfaction and discharge of this

Indenture with respect to the Notes, when

(A)  either

(1) all Notes theretofore authenticated and delivered

(other than (i) Notes that have been destroyed, lost

or stolen and that have been replaced or paid as

provided in Section 4.03 and (ii) Notes for whose

payment money has theretofore been deposited in trust

or segregated and held in trust by the Issuing Entity

and thereafter repaid to the Issuing Entity or

discharged from such trust, as provided in Section

3.03) have been delivered to the Indenture Trustee

for cancellation; or

(2) all Notes not theretofore delivered to the

Indenture Trustee for cancellation

a.  have become due and payable,

b.  will become due and payable at the

Final Scheduled Payment Date within

one year, or

c.  have been called for early

redemption pursuant to Section

5.02.

and the Issuing Entity, in the case of a. or b. above, has irrevocably deposited

or caused to be irrevocably deposited with the Indenture Trustee cash or direct

obligations of or obligations guaranteed by the United States of America (which

will mature prior to the date such amounts are payable), in trust for such

purpose, in an amount sufficient to pay and discharge the entire indebtedness on

such Notes and Certificates then outstanding not theretofore delivered to the

Indenture Trustee for cancellation when due on the Final Scheduled Payment Date;

(B)  the Issuing Entity has paid or caused to be paid all

other sums payable hereunder and under the Insurance

Agreement by the Issuing Entity; and

(C)  the Issuing Entity has delivered to the Indenture

Trustee and the Credit Enhancer an Officer's

Certificate, an Opinion of Counsel and each meeting

the applicable requirements of Section 10.01 each

stating that all conditions precedent herein provided

for relating to the satisfaction and discharge of

this Indenture have been complied with and, if the

Opinion of Counsel relates to a deposit made in

connection with Section 4.10(A)(2)b. above, such

opinion shall further be to the effect that such

deposit will not have any material adverse tax

consequences to the Issuing Entity, any Noteholders

or any Certificateholders.

Section 4.11 APPLICATION OF TRUST MONEY. All monies deposited with the

Indenture Trustee pursuant to Section 4.10 hereof shall be held in trust and

applied by it, in accordance with the provisions of the Notes and this

Indenture, to the payment, either directly or through any Paying Agent or

Certificate Paying Agent, as the Indenture Trustee may determine, to the Holders

of Securities, of all sums due and to become due thereon for principal and

interest; but such monies need not be segregated from other funds except to the

extent required herein or required by law.

Section 4.12 SUBROGATION AND COOPERATION. (a) The Issuing Entity and

the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer

makes payments under the Credit Enhancement Instrument on account of principal

of or interest on the Notes, the Credit Enhancer will be fully subrogated to the

rights of such Holders to receive such principal and interest from the Issuing

Entity, and (ii) the Credit Enhancer shall be paid such principal and interest

but only from the sources and in the manner provided herein and in the Insurance

Agreement for the payment of such principal and interest.

The Indenture Trustee shall cooperate in all respects with any

reasonable request by the Credit Enhancer for action to preserve or enforce the

Credit Enhancer's rights or interest under this Indenture or the Insurance

Agreement without limiting the rights of the Noteholders as otherwise set forth

in the Indenture, including, without limitation, upon the occurrence and

continuance of a default under the Insurance Agreement, a request to take any

one or more of the following actions:

(i) institute Proceedings for the collection of all amounts

then payable on the Notes, or under this Indenture in respect to the

Notes and all amounts payable under the Insurance Agreement enforce any

judgment obtained and collect from the Issuing Entity monies adjudged

due;

(ii) sell the Trust Estate or any portion thereof or rights or

interest therein, at one or more public or private Sales called and

conducted in any manner permitted by law;

(iii) file or record all Assignments 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 Uniform

Commercial Code and take any other appropriate action to protect and

enforce the rights and remedies of the Credit Enhancer hereunder.

Section 4.13 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection

with the satisfaction and discharge of this Indenture with respect to the Notes,

all monies then held by any Administrator other than the Indenture Trustee under

the provisions of this Indenture with respect to such Notes shall, upon demand

of the Issuing Entity, be paid to the Indenture Trustee to be held and applied

according to Section 3.05 and thereupon such Paying Agent shall be released from

all further liability with respect to such monies.

Section 4.14 TEMPORARY NOTES. Pending the preparation of any Definitive

Notes, the Issuing Entity may execute and upon its written direction, the

Indenture Trustee may authenticate and make available for delivery, temporary

Notes that are printed, lithographed, typewritten, photocopied or otherwise

produced, in any denomination, substantially of the tenor of the Definitive

Notes in lieu of which they are issued and with such appropriate insertions,

omissions, substitutions and other variations as the officers executing such

Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuing Entity will cause Definitive

Notes to be prepared without unreasonable delay. After the preparation of the

Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes

upon surrender of the temporary Notes at the office or agency of the Indenture

Trustee, without charge to the Holder. Upon surrender for cancellation of any

one or more temporary Notes, the Issuing Entity shall execute and the Indenture

Trustee shall authenticate and make available for delivery, in exchange

therefor, Definitive Notes of authorized denominations and of like tenor and

aggregate principal amount. Until so exchanged, such temporary Notes shall in

all respects be entitled to the same benefits under this Indenture as Definitive

Notes.

ARTICLE V

Default and Remedies

Section 5.01 EVENTS OF DEFAULT. "Event of Default," wherever used

herein, shall have the meaning provided in Article I; provided, however, that no

Event of Default will occur under clause (i) or clause (ii) of the definition of

"Event of Default" if the Issuing Entity fails to make payments of principal of

and interest on the Notes so long as the Credit Enhancer makes payments

sufficient therefore under the Credit Enhancement Instrument.

The Issuing Entity shall deliver to the Indenture Trustee and the

Credit Enhancer, within five days after learning of the occurrence of an Event

of Default, written notice in the form of an Officer's Certificate of any event

which with the giving of notice and the lapse of time would become an Event of

Default under clause (iii) of the definition of "Event of Default", its status

and what action the Issuing Entity is taking or proposes to take with respect

thereto.

Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an

Event of Default should occur and be continuing or if the Master Servicer shall

purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing

Agreement, then and in every such case the Indenture Trustee or the Holders of

Notes representing not less than a majority of the Security Balances of all

Notes may declare the Notes to be immediately due and payable, by a notice in

writing to the Issuing Entity (and to the Indenture Trustee if given by

Noteholders), and upon any such declaration the unpaid principal amount of such

Class of Notes, together with accrued and unpaid interest thereon through the

date of acceleration, shall become immediately due and payable. Unless the prior

written consent of the Credit Enhancer shall have been obtained by the Indenture

Trustee, the Payment Date upon which such accelerated payment is due and payable

shall not be a Payment Date under the Credit Enhancement Instrument and the

Indenture Trustee shall not be authorized under Section 3.29 to make a draw

therefor.

At any time after such declaration of acceleration of maturity with

respect to an Event of Default has been made and before a judgment or decree for

payment of the money due has been obtained by the Indenture Trustee as

hereinafter in this Article V provided, the Holders of Notes representing a

majority of the Security Balances of all Notes, by written notice to the Issuing

Entity and the Indenture Trustee, may waive the related Event of Default and

rescind and annul such declaration and its consequences if:

(i) the Issuing Entity has paid or deposited with the

Indenture Trustee a sum sufficient to pay:

(A) all payments of principal of and interest on the Notes and

all other amounts that would then be due hereunder or upon the Notes if

the Event of Default giving rise to such acceleration had not occurred;

and

(B) all sums paid or advanced by the Indenture Trustee

hereunder and the reasonable compensation, expenses, disbursements and

advances of the Indenture Trustee and its agents and counsel; and

(ii) all Events of Default, other than the nonpayment of the

principal of the Notes that has become due solely by such acceleration,

have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any

right consequent thereto.

Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY

INDENTURE TRUSTEE. (a) The Issuing Entity covenants that if (i) default is made

in the payment of any interest on any Note when the same becomes due and

payable, and such default continues for a period of five days, or (ii) default

is made in the payment of the principal of or any installment of the principal

of any Note when the same becomes due and payable, the Issue shall, upon demand

of the Indenture Trustee, pay to it, for the benefit of the Holders of Notes and

of the Credit Enhancer, the whole amount then due and payable on the Notes for

principal and interest, with interest upon the overdue principal, and in

addition thereto such further amount as shall be sufficient to cover the costs

and expenses of collection, including the reasonable compensation, expenses,

disbursements and advances of the Indenture Trustee and its agents and counsel.

(b) In case the Issuing Entity shall fail forthwith to pay such amounts

upon such demand, the Indenture Trustee, in its own name and as trustee of an

express trust, subject to the provisions of Section 10.17 hereof may institute a

Proceeding for the collection of the sums so due and unpaid, and may prosecute

such Proceeding to judgment or final decree, and may enforce the same against

the Issuing Entity or other obligor upon the Notes and collect in the manner

provided by law out of the property of the Issuing Entity or other obligor the

Notes, wherever situated, the monies adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Indenture

Trustee subject to the provisions of Section 10.17 hereof may, as more

particularly provided in Section 5.04, in its discretion, proceed to protect and

enforce its rights and the rights of the Noteholders and the Credit Enhancer, by

such appropriate Proceedings as the Indenture Trustee shall deem most effective

to protect and enforce any such rights, whether for the specific enforcement of

any covenant or agreement in this Indenture or in aid of the exercise of any

power granted herein, or to enforce any other proper remedy or legal or

equitable right vested in the Indenture Trustee by this Indenture or by law.

(d) In case there shall be pending, relative to the Issuing Entity or

any other obligor upon the Notes or any Person having or claiming an ownership

interest in the Trust Estate, Proceedings under Title 11 of the United States

Code or any other applicable federal or state bankruptcy, insolvency or other

similar law, or in case a receiver, assignee or trustee in bankruptcy or

reorganization, liquidator, sequestrator or similar official shall have been

appointed for or taken possession of the Issuing Entity or its property or such

other obligor or Person, or in case of any other comparable judicial Proceedings

relative to the Issuing Entity or other obligor upon the Notes, or to the

creditors or property of the Issuing Entity or such other obligor, the Indenture

Trustee, irrespective of whether the principal of any Notes shall then be due

and payable as therein expressed or by declaration or otherwise and irrespective

of whether the Indenture Trustee shall have made any demand pursuant to the

provisions of this Section, shall be entitled and empowered, by intervention in

such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount

of principal and interest owing and unpaid in respect of the Notes and

to file such other papers or documents as may be necessary or advisable

in order to have the claims of the Indenture Trustee (including any

claim for reasonable compensation to the Indenture Trustee and each

predecessor Indenture Trustee, and their respective agents, attorneys

and counsel, and for reimbursement of all expenses and liabilities

incurred, and all advances made, by the Indenture Trustee and each

predecessor Indenture Trustee, except as a result of negligence or bad

faith) and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to

vote on behalf of the Holders of Notes in any election of a trustee, a

standby trustee or Person performing similar functions in any such

Proceedings;

(iii) to collect and receive any monies or other property

payable or deliverable on any such claims and to distribute all amounts

received with respect to the claims of the Noteholders and of the

Indenture Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or

documents as may be necessary or advisable in order to have the claims

of the Indenture Trustee or the Holders of Notes allowed in any

judicial proceedings relative to the Issuing Entity, its creditors and

its property;

and any trustee, receiver, liquidator, custodian or other similar official in

any such Proceeding is hereby authorized by each of such Noteholders to make

payments to the Indenture Trustee, and, in the event that the Indenture Trustee

shall consent to the making of payments directly to such Noteholders, to pay to

the Indenture Trustee such amounts as shall be sufficient to cover reasonable

compensation to the Indenture Trustee, each predecessor Indenture Trustee and

their respective agents, attorneys and counsel, and all other expenses and

liabilities incurred, and all advances made, by the Indenture Trustee and each

predecessor Indenture Trustee except as a result of negligence or bad faith.

(e) Nothing herein contained shall be deemed to authorize the Indenture

Trustee to authorize or consent to or vote for or accept or adopt on behalf of

any Noteholder any plan of reorganization, arrangement, adjustment or

composition affecting the Notes or the rights of any Holder thereof or to

authorize the Indenture Trustee to vote in respect of the claim of any Note

holder in any such proceeding except, as aforesaid, to vote for the election of

a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture,

or under any of the Notes, may be enforced by the Indenture Trustee without the

possession of any of the Notes or the production thereof in any trial or other

Proceedings relative thereto, and any such action or proceedings instituted by

the Indenture Trustee shall be brought in its own name as trustee of an express

trust, and any recovery of judgment, subject to the payment of the expenses,

disbursements and compensation of the Indenture Trustee, each predecessor

Indenture Trustee and their respective agents and attorneys, shall be for the

ratable benefit of the Holders of the Notes.

(g) In any Proceedings brought by the Indenture Trustee (and also any

Proceedings involving the interpretation of any provision of this Indenture to

which the Indenture Trustee shall be a party), the Indenture Trustee shall be

held to represent all the Holders of the Notes, and it shall not be necessary to

make any Noteholder a party to any such Proceedings.

Section 5.04 REMEDIES; PRIORITIES. (a) If an Event of Default shall

have occurred and be continuing, the Indenture Trustee subject to the provisions

of Section 10.17 hereof may do one or more of the following (subject to Section

5.05):

(i) institute Proceedings in its own name and as trustee of an

express trust for the collection of all amounts then payable on the

Notes or under this Indenture with respect thereto, whether by

declaration or otherwise, and all amounts payable under the Insurance

Agreement, enforce any judgment obtained, and collect from the Issuing

Entity and any other obligor upon such Notes monies adjudged due;

(ii) institute Proceedings from time to time for the complete

or partial foreclosure of this Indenture with respect to the Trust

Estate;

(iii) exercise any remedies of a secured party under the UCC

and take any other appropriate action to protect and enforce the rights

and remedies of the Indenture Trustee, the Holders of the Notes and the

Credit Enhancer; and

(iv) sell the Trust Estate or any portion thereof or rights or

interest therein, at one or more public or private sales called and

conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise

liquidate the Trust Estate following an Event of Default, unless (A) the

Indenture Trustee obtains the consent of the Holders of 100% of the aggregate

Principal Balances of the Notes and the Credit Enhancer, which consent will not

be unreasonably withheld, (B) the proceeds of such sale or liquidation

distributable to Holders are sufficient to discharge in full all amounts then

due and unpaid upon the Notes for principal and interest and to reimburse the

Credit Enhancer for any amounts drawn under the Credit Enhancement Instrument

and any other amounts due the Credit Enhancer under the Insurance Agreement or

(C) the Indenture Trustee determines that the Mortgage Loans 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,

which consent will not be unreasonably withheld, and of the Holders of a

majority of the aggregate Principal Balances of the Notes. In determining such

sufficiency or insufficiency with respect to 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 such proposed action and as to the sufficiency of the Trust

Estate for such purpose. Notwithstanding the fore going, so long as an Event of

Servicer Termination has not occurred, any Sale of the Trust Estate shall be

made subject to the continued Servicing of the Mortgage Loans by the Master

Servicer as provided in the Servicing Agreement.

(b) If the Indenture Trustee collects any money or property pursuant to

this Article V, it shall pay out the money or property in the following order:

FIRST:  to the Indenture Trustee for amounts due under Section 6.07;

SECOND: to each Class of Noteholders for amounts due and unpaid on the

related Class Notes for interest and to each Noteholder of such Class in each

case, ratably, without preference or priority of any kind, according to the

amounts due and payable on such Class of Notes for interest from amounts

available in the Trust Estate for such Noteholders;

THIRD: to Holders of each Class of Notes for amounts due and unpaid on

the related Class of Notes for principal, from amounts available in the Trust

Estate for such Noteholders, and to each Noteholder of such Class in each case

ratably, without preference or priority of any kind, according to the amounts

due and payable on such Class of Notes for principal, until the Security

Balances of each Class of Notes is reduced to zero;

FOURTH: to the Issuing Entity for amounts required to be distributed to

the Certificateholders in respect of interest and principal pursuant to the

Trust Agreement;

FIFTH: To the payment of all amounts due and owing to the Credit

Enhancer under the Insurance Agreement;

SIXTH: to the Issuing Entity for amounts due under Article VIII of the

Trust Agreement; and

SEVENTH: to the payment of the remainder, if any to the Issuing Entity

or any other person legally entitled thereto. The Indenture Trustee may fix a

record date and payment date for any payment to Noteholders pursuant to this

Section 5.04. At least 15 days before such record date, the Indenture Trustee

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

date and the amount to be paid.

Section 5.05 OPTIONAL PRESERVATION OF THE TRUST ESTATE. If the Notes

have been declared to be due and payable under Section 5.02 following an Event

of Default and such declaration and its consequences have not been rescinded and

annulled, the Indenture Trustee may, but need not, elect to take and maintain

possession of the Trust Estate. It is the desire of the parties hereto and the

Noteholders that there be at all times sufficient funds for the payment of

principal of and interest on the Notes and other obligations of the Issuing

Entity including payment to the Credit Enhancer, and the Indenture Trustee shall

take such desire into account when determining whether or not to take and

maintain possession of the Trust Estate. In determining whether to take and

maintain possession of the Trust Estate, the Indenture Trustee may, but need

not, obtain and rely upon an opinion of an Independent investment banking or

accounting firm of national reputation as to the feasibility of such proposed

action and as to the sufficiency of the Trust Estate for such purpose.

Section 5.06 LIMITATION OF SUITS. No Holder of any Note shall have any

right to institute any Proceeding, judicial or otherwise, with respect to this

Indenture, or for the appointment of a receiver or trustee, or for any other

remedy hereunder, unless and subject to the provisions of Section 10.17 hereof:

(i) such Holder has previously given written notice to the

Indenture Trustee of a continuing Event of Default;

(ii) the Holders of not less than 25% of the Security Balances

of the Notes have made written request to the Indenture Trustee to

institute such Proceeding in respect of such Event of Default in its

own name as Indenture Trustee hereunder;

(iii) such Holder or Holders have offered to the Indenture

Trustee reasonable indemnity against the costs, expenses and

liabilities to be incurred in complying with such request;

(iv) the Indenture Trustee for 60 days after its receipt of

such notice, request and offer of indemnity has failed to institute

such Proceedings; and

(v) no direction inconsistent with such written request has

been given to the Indenture Trustee during such 60-day period by the

Holders of a majority of the Security Balances of the Notes.

It is understood and intended that no one or more Holders of Notes

shall have any right in any manner whatever by virtue of, or by availing of, any

provision of this Indenture to affect, disturb or prejudice the rights of any

other Holders of Notes or to obtain or to seek to obtain priority or preference

over any other Holders or to enforce any right under this Indenture, except in

the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or

inconsistent requests and indemnity from two or more groups of Holders of Notes,

each representing less than a majority of the Security Balances of the Notes,

the Indenture Trustee in its sole discretion may determine what action, if any,

shall be taken, notwithstanding any other provisions of this Indenture.

Section 5.07 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL

AND INTEREST. Notwithstanding any other provisions in this Indenture, the Holder

of any Note shall have the right, which is absolute and unconditional, to

receive payment of the principal of and interest, if any, on such Note on or

after the respective due dates thereof expressed in such Note or in this

Indenture and to institute suit for the enforcement of any such payment, and

such right shall not be impaired without the consent of such Holder.

Section 5.08 RESTORATION OF RIGHTS AND REMEDIES. If the Indenture

Trustee or any Noteholder has instituted any Proceeding to enforce any right or

remedy under this Indenture and such Proceeding has been discontinued or

abandoned for any reason or has been determined adversely to the Indenture

Trustee or to such Noteholder, then and in every such case the Issuing Entity,

the Indenture Trustee and the Noteholders shall, subject to any determination in

such Proceeding, be restored severally and respectively to their former

positions hereunder, and thereafter all rights and remedies of the Indenture

Trustee and the Noteholders shall continue as though no such Proceeding had been

instituted.

Section 5.09 RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein

conferred upon or reserved to the Indenture Trustee or to the Noteholders is

intended to be exclusive of any other right or remedy, and every right and

remedy shall, to the extent permitted by law, be cumulative and in addition to

every other right and remedy given hereunder or now or hereafter existing at law

or in equity or otherwise. The assertion or employment of any right or remedy

hereunder, or otherwise, shall not prevent the concurrent assertion or

employment of any other appropriate right or remedy.

Section 5.10 DELAY OR OMISSION NOT A WAIVER. No delay or omission of

the Indenture Trustee or any Holder of any Note to exercise any right or remedy

accruing upon any Event of Default shall impair any such right or remedy or

constitute a waiver of any such Event of Default or an acquiescence therein.

Every right and remedy given by this Article V or by law to the Indenture

Trustee or to the Noteholders may be exercised from time to time, and as often

as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as

the case may be.

Section 5.11 CONTROL BY NOTEHOLDERS. The Holders of a majority of the

Security Balances of Notes shall have the right to direct the time, method and

place of conducting any Proceeding for any remedy available to the Indenture

Trustee with respect to the Notes or exercising any trust or power conferred on

the Indenture Trustee; provided that:

(i) such direction shall not be in conflict with any rule of

law or with this Indenture;

(ii) subject to the express terms of Section 5.04, any

direction to the Indenture Trustee to sell or liquidate the Trust

Estate shall be by Holders of Notes representing not less than 100% of

the Security Balances of Notes;

(iii) if the conditions set forth in Section 5.05 have been

satisfied and the Indenture Trustee elects to retain the Trust Estate

pursuant to such Section, then any direction to the Indenture Trustee

by Holders of Notes representing less than 100% of the Security

Balances of Notes to sell or liquidate the Trust Estate shall be of no

force and effect; and

(iv) the Indenture Trustee may take any other action deemed

proper by the Indenture Trustee that is not inconsistent with such

direction.

Notwithstanding the rights of Noteholders set forth in this Section,

subject to Section 6.01, the Indenture Trustee need not take any action that it

determines might involve it in liability or might materially adversely affect

the rights of any Noteholders not consenting to such action.

Section 5.12 WAIVER OF PAST DEFAULTS. Prior to the declaration of the

acceleration of the maturity of the Notes as provided in Section 5.02, the

Holders of Notes of not less than a majority of the Security Balances of the

Notes may waive any past Event of Default and its consequences except an Event

of Default (a) with respect to payment of principal of or interest on any of the

Notes or (b) in respect of a covenant or provision hereof which cannot be

modified or amended without the consent of the Holder of each Note or (c) the

waiver of which would materially and adversely affect the interests of the

Credit Enhancer or modify its obligation under the Credit Enhancement

Instrument. In the case of any such waiver, the Issuing Entity, the Indenture

Trustee and the Holders of the Notes shall be restored to their former positions

and rights hereunder, respectively; but no such waiver shall extend to any

subsequent or other Event of Default or impair any right consequent thereto.

Upon any such waiver, any Event of Default arising therefrom shall be

deemed to have been cured and not to have occurred, for every purpose of this

Indenture; but no such waiver shall extend to any subsequent or other Event of

Default or impair any right consequent thereto.

Section 5.13 UNDERTAKING FOR COSTS. All parties to this Indenture

agree, and each Holder of any Note by such Holder's acceptance thereof shall be

deemed to have agreed, that any court may in its discretion require, in any suit

for the enforcement of any right or remedy under this Indenture, or in any suit

against the Indenture Trustee for any action taken, suffered or omitted by it as

Indenture Trustee, the filing by any party litigant in such suit of an

undertaking to pay the costs of such suit, and that such court may in its

discretion assess reasonable costs, including reasonable attorneys' fees,

against any party litigant in such suit, having due regard to the merits and

good faith of the claims or defenses made by such party litigant; but the

provisions of this Section 5.13 shall not apply to (a) any suit instituted by

the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of

Noteholders, in each case holding in the aggregate more than 10% of the Security

Balances of the Notes or (c) any suit instituted by any Noteholder for the

enforcement of the payment of principal of or interest on any Note on or after

the respective due dates expressed in such Note and in this Indenture.

Section 5.14 WAIVER OF STAY OR EXTENSION LAWS. The Issuing Entity

covenants (to the extent that it may lawfully do so) that it will not at any

time insist upon, or plead or in any manner whatsoever, claim or take the

benefit or advantage of, any stay or extension law wherever enacted, now or at

any time hereafter in force, that may affect the covenants or the performance of

this Indenture; and the Issuing Entity (to the extent that it may lawfully do

so) hereby expressly waives all benefit or advantage of any such law, and

covenants that it shall not hinder, delay or impede the execution of any power

herein granted to the Indenture Trustee, but will suffer and permit the

execution of every such power as though no such law had been enacted.

Section 5.15 SALE OF TRUST ESTATE. (a) The power to effect any sale or

other disposition (a "Sale") of any portion of the Trust Estate pursuant to

Section 5.04 is expressly subject to the provisions of Section 5.05 and this

Section 5.15. The power to effect any such Sale shall not be exhausted by any

one or more Sales as to any portion of the Trust Estate remaining unsold, but

shall continue unimpaired until the entire Trust Estate shall have been sold or

all amounts payable on the Notes and under this Indenture and under the

Insurance Agreement shall have been paid. The Indenture Trustee may from time to

time postpone any public Sale by public announcement made at the time and place

of such Sale. The Indenture Trustee hereby expressly waives its right to any

amount fixed by law as compensation for any Sale.

(b) The Indenture Trustee shall not in any private Sale sell the Trust

Estate, or any portion thereof, unless

(1) the Holders of all Notes and the Credit Enhancer

consent to or direct the Indenture Trustee to make,

such Sale, or

(2) the proceeds of such Sale would be not less than

the entire amount which would be payable to the

Noteholders under the Notes and the Credit Enhancer

in respect of amounts drawn under the Credit

Enhancement Instrument and any other amounts due the

Credit Enhancer under the Insurance Agreement, in

full payment thereof in accordance with Section 5.02,

on the Payment Date next succeeding the date of such

Sale, or

(3) The Indenture Trustee determines, in its sole

discretion, that the conditions for retention of the

Trust Estate set forth in Section 5.05 cannot be

satisfied (in making any such determination, the

Indenture Trustee may rely upon an opinion of an

Independent investment banking firm obtained and

delivered as provided in Section 5.05), and the

Credit Enhancer consents to such Sale, which consent

will not be unreasonably withheld and the Holders

representing at least 66-2/3% of the Security

Balances of the Notes consent to such Sale.

The purchase by the Indenture Trustee of all or any portion of the

Trust Estate at a private Sale shall not be deemed a Sale or other disposition

thereof for purposes of this Section 5.15(b).

(c) Unless the Holders and the Credit Enhancer have otherwise consented

or directed the Indenture Trustee, at any public Sale of all or any portion of

the Trust Estate at which a minimum bid equal to or greater than the amount

described in paragraph (2) of subsection (b) of this Section 5.15 has not been

established by the Indenture Trustee and no Person bids an amount equal to or

greater than such amount, the Indenture Trustee shall bid an amount at least

$1.00 more than the highest other bid.

(d) In connection with a Sale of all or any portion of the Trust Estate

(1) any Holder or Holders of Notes may bid for and

with the consent of the Credit Enhancer purchase the

property offered for sale, and upon compliance with

the terms of sale may hold, retain and possess and

dispose of such property, without further

accountability, and may, in paying the purchase money

therefor, deliver any Notes or claims for interest

thereon in lieu of cash up to the amount which shall,

upon distribution of the net proceeds of such sale,

be payable thereon, and such Notes, in case the

amounts so payable thereon shall be less than the

amount due thereon, shall be returned to the Holders

thereof after being appropriately stamped to show

such partial payment;

(2) the Indenture Trustee may bid for and acquire the

property offered for Sale in connection with any Sale

thereof, and, subject to any requirements of, and to

the extent permitted by, applicable law in connection

therewith, may purchase all or any portion of the

Trust Estate in a private sale, and, in lieu of

paying cash therefor, may make settlement for the

purchase price by crediting the gross Sale price

against the sum of (A) the amount which would be

distributable to the Holders of the Notes and Holders

of Certificates and amounts owing to the Credit

Enhancer as a result of such Sale in accordance with

Section 5.04(b) on the Payment Date next succeeding

the date of such Sale and (B) the expenses of the

Sale and of any Proceedings in connection therewith

which are reimbursable to it, without being required

to produce the Notes in order to complete any such

Sale or in order for the net Sale price to be

credited against such Notes, and any property so

acquired by the Indenture Trustee shall be held and

dealt with by it in accordance with the provisions of

this Indenture;

(3) the Indenture Trustee shall execute and deliver

an appropriate instrument of conveyance transferring

its interest in any portion of the Trust Estate in

connection with a Sale thereof;

(4) the Indenture Trustee is hereby irrevocably

appointed the agent and attorney-in-fact of the

Issuing Entity to transfer and convey its interest in

any portion of the Trust Estate in connection with a

Sale thereof, and to take all action necessary to

effect such Sale; and

(5) no purchaser or transferee at such a Sale shall

be bound to ascertain the Indenture Trustee's

authority, inquire into the satisfaction of any

conditions precedent or see to the application of any

monies.

Section 5.16 ACTION ON NOTES. The Indenture Trustee's right to seek and

recover judgment on the Notes or under this Indenture shall not be affected by

the seeking, obtaining or application of any other relief under or with respect

to this Indenture. Neither the lien of this Indenture nor any rights or remedies

of the Indenture Trustee or the Noteholders shall be impaired by the recovery of

any judgment by the Indenture Trustee against the Issuing Entity or by the levy

of any execution under such judgment upon any portion of the Trust Estate or

upon any of the assets of the Issuing Entity. Any money or property collected by

the Indenture Trustee shall be applied in accordance with Section 5.04(b).

Section 5.17 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS. (a)

Promptly following a request from the Indenture Trustee to do so and at the

Administrator's expense, the Issuing Entity in its capacity as holder of the

Mortgage Loans, shall take all such lawful action as the Indenture Trustee may

request to cause the Issuing Entity to compel or secure the performance and

observance by the Seller and the Master Servicer, as applicable, of each of

their obligations to the Issuing Entity under or in connection with the Mortgage

Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all

rights, remedies, powers and privileges lawfully available to the Issuing Entity

under or in connection with the Mortgage Loan Purchase Agreement and the

Servicing Agreement to the extent and in the manner directed by the Indenture

Trustee, as pledgee of the Mortgage Loans, including the transmission of notices

of default on the part of the Seller or the Master Servicer thereunder and the

institution of legal or administrative actions or proceedings to compel or

secure performance by the Seller or the Master Servicer of each of their

obligations under the Mortgage Loan Purchase Agreement and the Servicing

Agreement.

(b) If an Event of Default has occurred and is continuing, the

Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of

the Credit Enhancer under the Servicing Agreement may, and at the direction

(which direction shall be in writing or by telephone (confirmed in writing

promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the

Notes shall, exercise all rights, remedies, powers, privileges and claims of the

Issuing Entity against the Seller or the Master Servicer under or in connection

with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including

the right or power to take any action to compel or secure performance or

observance by the Seller or the Master Servicer, as the case may be, of each of

their obligations to the Issuing Entity thereunder and to give any consent,

request, notice, direction, approval, extension or waiver under the Mortgage

Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any

right of the Issuing Entity to take such action shall not be suspended.

ARTICLE VI

The Indenture Trustee

Section 6.01 DUTIES OF INDENTURE TRUSTEE. (a) If an Event of Default

has occurred and is continuing, the Indenture Trustee shall exercise the rights

and powers vested in it by this Indenture and use the same degree of care and

skill in their exercise as a prudent person would exercise or use under the

circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Indenture Trustee undertakes to perform such duties

and only such duties as are specifically set forth in this Indenture

and no implied covenants or obligations shall be read into this

Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture

Trustee may conclusively rely, as to the truth of the statements and

the correctness of the opinions expressed therein, upon certificates or

opinions furnished to the Indenture Trustee and conforming to the

requirements of this Indenture; however, the Indenture Trustee shall

examine the certificates and opinions to determine whether or not they

conform to the requirements of this Indenture.

(c) The Indenture Trustee may not be relieved from liability for its

own negligent action, its own negligent failure to act or its own willful

misconduct, except that:

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

of this Section 6.01;

(ii) the Indenture Trustee shall not be liable for any error

of judgment made in good faith by a Responsible Officer unless it is

proved that the Indenture Trustee was negligent in ascertaining the

pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect

to any action it takes or omits to take in good faith in accordance

with a direction received by it (A) pursuant to Section 5.11 or (B)

from the Credit Enhancer, which it is entitled to give under any of the

Basic Documents.

(d) The Indenture Trustee shall not be liable for interest on any money

received by it except as the Indenture Trustee may agree in writing with the

Issuing Entity.

(e) Money held in trust by the Indenture Trustee need not be segregated

from other funds except to the extent required by law or the terms of this

Indenture or the Trust Agreement.

(f) No provision of this Indenture shall require the Indenture Trustee

to expend or risk its own funds or otherwise incur financial liability in the

performance of any of its duties hereunder or in the exercise of any of its

rights or powers, if it shall have reasonable grounds to believe that repayment

of such funds or adequate indemnity against such risk or liability is not

reasonably assured to it.

(g) Every provision of this Indenture relating to the conduct or

affecting the liability of or affording protection to the Indenture Trustee

shall be subject to the provisions of this Section and to the provisions of the

TIA.

Section 6.02 RIGHTS OF INDENTURE TRUSTEE. (a) The Indenture Trustee may

rely on any document believed by it to be genuine and to have been signed or

presented by the proper person. The Indenture Trustee need not investigate any

fact or matter stated in the document.

(b) Before the Indenture Trustee acts or refrains from acting, it may

require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee

shall not be liable for any action it takes or omits to take in good faith in

reliance on an Officer's Certificate or Opinion of Counsel.

(c) The Indenture Trustee may execute any of the trusts or powers

hereunder or perform any duties hereunder either directly or by or through

agents or attorneys or a custodian or nominee, and the Indenture Trustee shall

not be responsible for any misconduct or negligence on the part of, or for the

supervision of, any such agent, attorney, custodian or nominee appointed with

due care by it hereunder.

(d) The Indenture Trustee shall not be liable for any action it takes

or omits to take in good faith which it believes to be authorized or within its

rights or powers; provided, however, that the Indenture Trustee's conduct does

not constitute willful misconduct, negligence or bad faith.

(e) The Indenture Trustee may consult with counsel, and the advice or

opinion of counsel with respect to legal matters relating to this Indenture and

the Notes shall be full and complete authorization and protection from liability

in respect to any action taken, omitted or suffered by it hereunder in good

faith and in accordance with the advice or opinion of such counsel.

Section 6.03 INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture

Trustee in its individual or any other capacity may become the owner or pledgee

of Notes and may otherwise deal with the Issuing Entity or its Affiliates with

the same rights it would have if it were not Indenture Trustee. Any

Administrator, Note Registrar, co-registrar or co-paying agent may do the same

with like rights. However, the Indenture Trustee must comply with Sections 6.11

and 6.12.

Section 6.04 INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee

shall not be responsible for and makes no representation as to the validity or

adequacy of this Indenture or the Notes, it shall not be accountable for the

Issuing Entity's use of the proceeds from the Notes, and it shall not be

responsible for any statement of the Issuing Entity in the Indenture or in any

document issued in connection with the sale of the Notes or in the Notes other

than the Indenture Trustee's certificate of authentication.

Section 6.05 NOTICE OF EVENT OF DEFAULT. If an Event of Default occurs

and is continuing and if it is known to a Responsible Officer of the Indenture

Trustee, the Indenture Trustee shall give notice thereof to the Credit Enhancer.

The Trustee shall mail to each Noteholder notice of the Event of Default within

90 days after it occurs. Except in the case of an Event of Default in payment of

principal of or interest on any Note, the Indenture Trustee may withhold the

notice if and so long as a committee of its Responsible Officers in good faith

determines that withholding the notice is in the interests of Noteholders.

Section 6.06 REPORTS BY INDENTURE TRUSTEE TO HOLDERS. The Indenture

Trustee shall deliver to each Noteholder such information as may be required to

enable such holder to prepare its federal and state income tax returns. In

addition, upon the Issuing Entity's written request, the Indenture Trustee shall

promptly furnish information reasonably requested by the Issuing Entity that is

reasonably available to the Indenture Trustee to enable the Issuing Entity to

perform its federal and state income tax reporting obligations.

Section 6.07 COMPENSATION AND INDEMNITY. The Issuing Entity shall or

shall cause the Administrator to pay to the Indenture Trustee on each Payment

Date reasonable compensation for its services. The Indenture Trustee's

compensation shall not be limited by any law on compensation of a trustee of an

express trust. The Issuing Entity shall or shall cause the Administrator to

reimburse the Indenture Trustee for all reasonable out-of-pocket expenses

incurred or made by it, including costs of collection, in addition to the

compensation for its services. Such expenses shall include the reasonable

compensation and expenses, disbursements and advances of the Indenture Trustee's

agents, counsel, accountants and experts. The Issuing Entity shall or shall

cause the Administrator to indemnify the Indenture Trustee against any and all

loss, liability or expense (including attorneys' fees) incurred by it in

connection with the administration of this trust and the performance of its

duties hereunder. The Indenture Trustee shall notify the Issuing Entity and the

Administrator promptly of any claim for which it may seek indemnity. Failure by

the Indenture Trustee to so notify the Issuing Entity and the Administrator

shall not relieve the Issuing Entity or the Administrator of its obligations

hereunder. The Issuing Entity shall or shall cause the Administrator to defend

any such claim, and the Indenture Trustee may have separate counsel and the

Issuing Entity shall or shall cause the Administrator to pay the fees and

expenses of such counsel. Neither the Issuing Entity nor the Administrator need

reimburse any expense or indemnify against any loss, liability or expense

incurred by the Indenture Trustee through the Indenture Trustee's own willful

misconduct, negligence or bad faith.

The Issuing Entity's payment obligations to the Indenture Trustee

pursuant to this Section 6.07 shall survive the discharge of this Indenture.

When the Indenture Trustee incurs expenses after the occurrence of an Event of

Default specified in Section 5.01(iv) or (v) with respect to the Issuing Entity,

the expenses are intended to constitute expenses of administration under Title

11 of the United States Code or any other applicable federal or state

bankruptcy, insolvency or similar law.

Section 6.08 REPLACEMENT OF INDENTURE TRUSTEE. No resignation or

removal of the Indenture Trustee and no appointment of a successor Indenture

Trustee shall become effective until the acceptance of appointment by the

successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee

may resign at any time by so notifying the Issuing Entity and the Credit

Enhancer. The Holders of a majority of Security Balances of the Notes may remove

the Indenture Trustee by so notifying the Indenture Trustee and the Credit

Enhancer and may appoint a successor Indenture Trustee. The Issuing Entity shall

remove the Indenture Trustee if:

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

(ii) the Indenture Trustee is adjudged a bankrupt or

insolvent;

(iii) a receiver or other public officer takes charge of the

Indenture Trustee or its property; or

(iv) the Indenture Trustee otherwise becomes incapable of

acting.

If the Indenture Trustee resigns or is removed or if a vacancy exists

in the office of Indenture Trustee for any reason (the Indenture Trustee in such

event being referred to herein as the retiring Indenture Trustee), the Issuing

Entity shall promptly appoint a successor Indenture Trustee.

A successor Indenture Trustee shall deliver a written acceptance of its

appointment to the retiring Indenture Trustee and to the Issuing Entity.

Thereupon, the resignation or removal of the retiring Indenture Trustee shall

become effective, and the successor Indenture Trustee shall have all the rights,

powers and duties of the Indenture Trustee under this Indenture. The successor

Indenture Trustee shall mail a notice of its succession to Noteholders. The

retiring Indenture Trustee shall promptly transfer all property held by it as

Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days

after the retiring Indenture Trustee resigns or is removed, the retiring

Indenture Trustee, the Issuing Entity or the Holders of a majority of Security

Balances of the Notes may petition any court of competent jurisdiction for the

appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any

Noteholder may petition any court of competent jurisdiction for the removal of

the Indenture Trustee and the appointment of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to

this Section, the Issuing Entity's and the Administrator's obligations under

Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.09 SUCCESSOR INDENTURE TRUSTEE BY MERGER. If the Indenture

Trustee consolidates with, merges or converts into, or transfers all or

substantially all its corporate trust business or assets to, another corporation

or banking association, the resulting, surviving or transferee corporation

without any further act shall be the successor Indenture Trustee; provided, that

such corporation or banking association shall be otherwise qualified and

eligible under Section 6.11. The Indenture Trustee shall provide the Rating

Agencies prior written notice of any such transaction.

In case at the time such successor or successors by merger, conversion

or consolidation to the Indenture Trustee shall succeed to the trusts created by

this Indenture any of the Notes shall have been authenticated but not delivered,

any such successor to the Indenture Trustee may adopt the certificate of

authentication of any predecessor trustee, and deliver such Notes so

authenticated; and in case at that time any of the Notes shall not have been

authenticated, any successor to the Indenture Trustee may authenticate such

Notes either in the name of any predecessor hereunder or in the name of the

successor to the Indenture Trustee; and in all such cases such certificates

shall have the full force which it is anywhere in the Notes or in this Indenture

provided that the certificate of the Indenture Trustee shall have.

Section 6.10 APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE.

(a) Notwithstanding any other provisions of this Indenture, at any time, for the

purpose of meeting any legal requirement of any jurisdiction in which any part

of the Trust Estate may at the time be located, the Indenture Trustee shall have

the power and may execute and deliver all instruments to appoint one or more

Persons to act as a co-trustee or co-trustees, or separate trustee or separate

trustees, of all or any part of the Trust, and to vest in such Person or

Persons, in such capacity and for the benefit of the Noteholders, such title to

the Trust Estate, or any part hereof, and, subject to the other provisions of

this Section, such powers, duties, obligations, rights and trusts as the

Indenture Trustee may consider necessary or desirable. No co-trustee or separate

trustee here under shall be required to meet the terms of eligibility as a

successor trustee under Section 6.11 and no notice to Noteholders of the

appointment of any co-trustee or separate trustee shall be required under

Section 6.08 hereof.

(b) Every separate trustee and co-trustee shall, to the extent

permitted by law, be appointed and act subject to the following provisions and

conditions:

(i) all rights, powers, duties and obligations conferred or

imposed upon the Indenture Trustee shall be conferred or imposed upon

and exercised or performed by the Indenture Trustee and such separate

trustee or co-trustee jointly (it being understood that such separate

trustee or co-trustee is not authorized to act separately without the

Indenture Trustee joining in such act), except to the extent that under

any law of any jurisdiction in which any particular act or acts are to

be performed the Indenture Trustee shall be incompetent or unqualified

to perform such act or acts, in which event such rights, powers, duties

and obligations (including the holding of title to the Trust Estate or

any portion thereof in any such jurisdiction) shall be exercised and

performed singly by such separate trustee or co-trustee, but solely at

the direction of the Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason

of any act or omission of any other trustee hereunder; and

(iii) the Indenture Trustee may at any time accept the

resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee

shall be deemed to have been given to each of the then separate trustees and

co-trustees, as effectively as if given to each of them. Every instrument

appointing any separate trustee or co-trustee shall refer to this Indenture and

the conditions of this Article VI. Each separate trustee and co-trustee, upon

its acceptance of the trusts conferred, shall be vested with the estates or

property specified in its instrument of appointment, either jointly with the

Indenture Trustee or separately, as may be provided therein, subject to all the

provisions of this Indenture, specifically including every provision of this

Indenture relating to the conduct of, affecting the liability of, or affording

protection to, the Indenture Trustee. Every such instrument shall be filed with

the Indenture Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the

Indenture Trustee, its agent or attorney-in-fact with full power and authority,

to the extent not prohibited by law, to do any lawful act under or in respect of

this Indenture on its behalf and in its name. If any separate trustee or

co-trustee shall die, become incapable of acting, resign or be removed, all of

its estates, properties, rights, remedies and trusts shall vest in and be

exercised by the Indenture Trustee, to the extent permitted by law, without the

appointment of a new or successor trustee.

Section 6.11 ELIGIBILITY; DISQUALIFICATION. The Indenture Trustee shall

at all times satisfy the requirements of TIA ss. 310(a). The Indenture Trustee

shall have a combined capital and surplus of at least [$50,000,000] as set forth

in its most recent published annual report of condition and it or its parent

shall have a long-term debt rating of [Baa3] or better by [Moody's]. The

Indenture Trustee shall comply with TIA ss. 310(b), including the optional

provision permitted by the second sentence of TIA ss. 310(b)(9); provided,

however, that there shall be excluded from the operation of TIA ss. 310(b)(1)

any indenture or indentures under which other securities of the Issuing Entity

are outstanding if the requirements for such exclusion set forth in TIA ss.

310(b)(1) are met.

Section 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUING ENTITY.

The Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor

relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned or

been removed shall be subject to TIA ss. 311(a) to the extent indicated.

Section 6.13 REPRESENTATION AND WARRANTY. The Indenture Trustee hereby

represents that:

(i) The Indenture Trustee is duly organized and validly

existing as a corporation in good standing under the laws of the State

of ___________, with power and authority to own its properties and to

conduct its business as such properties are currently owned and such

business is presently conducted.

(ii) The Indenture Trustee has the power and authority to

execute and deliver this Indenture and to carry out its terms; and the

execution, delivery and performance of this Indenture have been duly

authorized by the Indenture Trustee by all necessary corporate action.

(iii) The consummation of the transactions contemplated by

this Indenture and the fulfillment of the terms hereof do not conflict

with, result in any breach of any of the terms and provisions of, or

constitute (with or without notice or lapse of time) a default under,

the articles of incorporation or bylaws of the Indenture Trustee or any

agreement or other instrument to which the Indenture Trustee is a party

or by which it is bound.

(iv) To the Indenture Trustee's best knowledge, there are no

proceedings or investigations pending or threatened before any court,

regulatory body, administrative agency or other governmental

instrumentality having jurisdiction over the Indenture Trustee or its

properties: (A) asserting the invalidity of this Indenture (B) seeking

to prevent the consummation of any of the transactions contemplated by

this Indenture or (C) seeking any determination or ruling that might

materially and adversely affect the performance by the Indenture

Trustee of its obligations under, or the validity or enforceability of,

this Indenture.

Section 6.14 DIRECTIONS TO INDENTURE TRUSTEE. The Indenture Trustee is

hereby directed:

(a) to accept the pledge of the Mortgage Loans and hold the assets of

the Trust in trust for the Noteholders;

(b) to issue, execute and deliver the Notes substantially in the form

prescribed by Exhibit A in accordance with the terms of this Indenture; and

(c) to take all other actions as shall be required to be taken by the

terms of this Indenture.

Section 6.15 [NO CONSENT TO CERTAIN ACTS OF DEPOSITOR. The Indenture

Trustee shall not consent to any action proposed to be taken by the Depositor

pursuant to Article [_________] of the Depositor's Restated Certificate of

Incorporation.]

Section 6.16 INDENTURE TRUSTEE MAY OWN SECURITIES. The Indenture

Trustee, in its individual or any other capacity may become the owner or pledgee

of Securities with the same rights it would have if it were not Indenture

Trustee.

ARTICLE VII

Noteholders' Lists and Reports

Section 7.01 ISSUING ENTITY TO FURNISH INDENTURE TRUSTEE NAMES AND

ADDRESSES OF NOTEHOLDERS. The Issuing Entity will furnish or cause to be

furnished to the Indenture Trustee (a) not more than five days after each Record

Date, a list, in such form as the Indenture Trustee may reasonably require, of

the names and addresses of the Holders of Notes as of such Record Date, (b) at

such other times as the Indenture Trustee and the Credit Enhancer may request in

writing, within 30 days after receipt by the Issuing Entity of any such request,

a list of similar form and content as of a date not more than 10 days prior to

the time such list is furnished; provided, however, that so long as the

Indenture Trustee is the Note Registrar, no such list shall be required to be

furnished.

Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO

NOTEHOLDERS. (a) The Indenture Trustee shall preserve, in as current a form as

is reasonably practicable, the names and addresses of the Holders of Notes

contained in the most recent list furnished to the Indenture Trustee as provided

in Section 7.01 and the names and addresses of Holders of Notes received by the

Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may

destroy any list furnished to it as provided in such Section 7.01 upon receipt

of a new list so furnished.

(b) Noteholders may communicate pursuant to TIA ss. 312(b) with other

Noteholders with respect to their rights under this Indenture or under the

Notes.

(c) The Issuing Entity, the Indenture Trustee and the Note Registrar

shall have the protection of TIA ss. 312(c).

Section 7.03 REPORTS BY ISSUING ENTITY. (a) The Issuing Entity shall:

(i) file with the Indenture Trustee, within 15 days after the

Issuing Entity is required to file the same with the Commission, copies

of the annual reports and of the information, documents and other

reports (or copies of such portions of any of the foregoing as the

Commission may from time to time by rules and regulations prescribe)

that the Issuing Entity may be required to file with the Commission

pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) file with the Indenture Trustee, and the Commission in

accordance with rules and regulations prescribed from time to time by

the Commission such additional information, documents and reports with

respect to compliance by the Issuing Entity with the conditions and

covenants of this Indenture as may be required from time to time by

such rules and regulations; and

(iii) supply to the Indenture Trustee (and the Indenture

Trustee shall transmit by mail to all Noteholders described in TIA ss.

313(c)) such summaries of any information, documents and reports

required to be filed by the Issuing Entity pursuant to clauses (i) and

(ii) of this Section 7.03(a) and by rules and regulations prescribed

from time to time by the Commission.

(b) Unless the Issuing Entity otherwise determines, the fiscal year of

the Issuing Entity shall end on December 31 of each year.

Section 7.04 REPORTS BY INDENTURE TRUSTEE. If required by TIA ss.

313(a), within 60 days after each January 1 beginning with January 1, 20__, the

Indenture Trustee shall mail to each Noteholder as required by TIA ss. 313(c)

and to the Credit Enhancer a brief report dated as of such date that complies

with TIA ss. 313(a). The Indenture Trustee also shall comply with TIA ss.

313(b).

A copy of each report at the time of its mailing to Noteholders shall

be filed by the Indenture Trustee with the Commission and each stock exchange,

if any, on which the Notes are listed. The Issuing Entity shall notify the

Indenture Trustee if and when the Notes are listed on any stock exchange.

Section 7.05 REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.

(a) (i) Within 15 days after each Distribution Date, the Indenture

Trustee shall, in accordance with industry standards, file with the Commission

via the Electronic Data Gathering and Retrieval System ("EDGAR"), a Distribution

Report on Form 10-D, signed by the Servicer, with a copy of the monthly

statement to be furnished by the Indenture Trustee to the Noteholders for such

Distribution Date and detailing all data elements specified in Item 1121(a) of

Regulation AB as part of the monthly statement; provided that the Indenture

Trustee shall have received no later than 2 days prior to the date such

Distribution Report on Form 10-D is required to be filed, all information

required to be provided to the Indenture Trustee as described in clause (a)(iv)

below.

(ii) The Indenture Trustee will prepare and file Current Reports on

Form 8-K in respect of the Trust, signed by the Servicer, as and when required;

provided, that, the Indenture Trustee shall have received no later than one

Business Day prior to the filing deadline for such Current Report, all

information, data, and exhibits required to be provided or filed with such

Current Report and required to be provided to the Indenture Trustee as described

in clause (a)(iv) below.

(iii) Prior to January 30 in each year commencing in 2007, the

Indenture Trustee shall, in accordance with industry standards, file a Form 15

Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x)

March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have

been filed, prior to March 15 of each year thereafter, the Servicer shall

provide the Indenture Trustee with an Annual Compliance Statement, together with

a copy of the Assessment of Compliance and Attestation Report to be delivered by

the Servicer pursuant to the Servicing Agreement (including with respect to any

subservicer or subcontractor, if required to be filed). Prior to (x) March 31,

2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed,

March 31 of each year thereafter, the Indenture Trustee shall, subject to

subsection (d) below, file a Form 10-K, in substance conforming to industry

standards, with respect to the Trust Fund. Such Form 10-K shall include the

Assessment of Compliance, Attestation Report, Annual Compliance Statements and

other documentation provided by the Servicer pursuant to the Servicing Agreement

(including with respect to any subservicer or subcontractor, if required to be

filed) and with respect to the Indenture Trustee and the Custodian, and the Form

10-K certification signed by the Depositor; provided that the Indenture Trustee

shall have received no later than March 15 of each calendar year prior to the

filing deadline for the Form 10-K all information, data and exhibits required to

be provided or filed with such Form 10-K and required to be provided to the

Indenture Trustee as described in clause (a)(iv) below.

(iv) As to each item of information required to be included in any Form

10-D, Form 8-K or Form 10-K, the Indenture Trustee's obligation to include the

information in the applicable report is subject to receipt from the entity that

is indicated in Exhibit C as the responsible party for providing that

information, if other than the Indenture Trustee, as and when required as

described above. Each of the Servicer, Seller and Depositor hereby agree to

notify and provide to the Indenture Trustee all information that is required to

be included in any Form 10-D, Form 8-K or Form 10-K, with respect to which that

entity is indicated in Exhibit C as the responsible party for providing that

information. The Swap Provider will be obligated pursuant to the Swap Agreement

to provide to the Indenture Trustee any information that may be required to be

included in any Form 10-D, Form 8-K or Form 10-K. The Indenture Trustee shall be

responsible for determining the significance percentage (as defined in Item 1115

of Regulation AB) of the Swap Provider at any time. The Servicer shall be

responsible for determining the pool concentration applicable to any subservicer

or originator at any time, for purposes of disclosure as required by Items 1117

and 1119 of Regulation AB.

The Depositor hereby grants to the Servicer a limited power of attorney to sign

each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such power of

attorney shall continue until either the earlier of (x) receipt by the Servicer

from the Depositor of written termination of such power of attorney and (y) the

termination of the Trust Fund. The Depositor agrees to promptly furnish to the

Indenture Trustee, from time to time upon request, such further information,

reports and financial statements within its control related to this Indenture,

the Mortgage Loans as the Indenture Trustee reasonably deems appropriate to

prepare and file all necessary reports with the Commission. The Indenture

Trustee shall have no responsibility to file any items other than those

specified in this Section 7.05; provided, however, the Indenture Trustee will

cooperate with the Depositor in connection with any additional filings with

respect to the Trust Fund as the Depositor deems necessary under the Securities

Exchange Act of 1934, as amended (the "Exchange Act"). Copies of all reports

filed by the Indenture Trustee under the Exchange Act shall be sent to: the

Depositor c/o _____________, Attn: _____________, _____________, _____________,

_____________. Fees and expenses incurred by the Indenture Trustee in connection

with this Section 7.05 shall not be reimbursable from the Trust Fund.

(b) In connection with the filing of any 10-K hereunder, the Indenture

Trustee shall sign a certification (in the form attached hereto as Exhibit B)

for the Depositor regarding certain aspects of the Form 10-K certification

signed by the Depositor, provided, however, that the Indenture Trustee shall not

be required to undertake an analysis of any accountant's report attached as an

exhibit to the Form 10-K.

(c) In connection with the filing of any 10-K hereunder, the Servicer

shall sign a certification (in the form attached hereto as Exhibit B) for the

benefit of the Depositor regarding certain aspects of the Form 10-K

certification signed by the Depositor, provided, however, that the Servicer

shall not be required to undertake an analysis of any accountant's report

attached as an exhibit to the Form 10-K.

(d) The Indenture Trustee shall indemnify and hold harmless the

Depositor and its officers, directors and affiliates from and against any

losses, damages, penalties, fines, forfeitures, reasonable and necessary legal

fees and related costs, judgments and other costs and expenses arising out of or

based upon a breach of the Indenture Trustee's obligations under this Section

7.05 or the Indenture Trustee's negligence, bad faith or willful misconduct in

connection therewith.

The Depositor shall indemnify and hold harmless the Indenture Trustee

and its officers, directors and affiliates from and against any losses, damages,

penalties, fines, forfeitures, reasonable and necessary legal fees and related

costs, judgments and other costs and expenses arising out of or based upon a

breach of the obligations of the Depositor under this Section 7.05 or the

Depositor's negligence, bad faith or willful misconduct in connection therewith.

The Servicer shall indemnify and hold harmless the Indenture Trustee

and the Depositor and their respective officers, directors and affiliates from

and against any losses, damages, penalties, fines, forfeitures, reasonable and

necessary legal fees and related costs, judgments and other costs and expenses

arising out of or based upon a breach of the obligations of the Servicer under

this Section 7.05 or the Servicer's negligence, bad faith or willful misconduct

in connection therewith.

If the indemnification provided for herein is unavailable or

insufficient to hold harmless the Depositor or the Indenture Trustee, as

applicable, then the defaulting party, in connection with a breach of its

respective obligations under this Section 7.05 or its respective negligence, bad

faith or willful misconduct in connection therewith, agrees that it shall

contribute to the amount paid or payable by the other parties as a result of the

losses, claims, damages or liabilities of the other party in such proportion as

is appropriate to reflect the relative fault and the relative benefit of the

Depositor on the one hand and the Indenture Trustee on the other.

(e) Nothing shall be construed from the foregoing subsections (a), (b)

and (c) to require the Indenture Trustee or any officer, director or Affiliate

thereof to sign any Form 10-K or any certification contained therein.

Furthermore, the inability of the Indenture Trustee to file a Form 10-K as a

result of the lack of required information as set forth in Section 7.05(a) or

required signatures on such Form 10-K or any certification contained therein

shall not be regarded as a breach by the Indenture Trustee of any obligation

under this Indenture.

This Section 7.05 may be amended without the consent of the

Noteholders.

ARTICLE VIII

Accounts, Disbursements and Releases

Section 8.01 COLLECTION OF MONEY. Except as otherwise expressly

provided herein, the Indenture Trustee may demand payment or delivery of, and

shall receive and collect, directly and without intervention or assistance of

any fiscal agent or other intermediary, all money and other property payable to

or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture

Trustee shall apply all such money received by it as provided in this Indenture.

Except as otherwise expressly provided in this Indenture, if any default occurs

in the making of any payment or performance under any agreement or instrument

that is part of the Trust Estate, the Indenture Trustee may take such action as

may be appropriate to enforce such payment or performance, including the

institution and prosecution of appropriate Proceedings. Any such action shall be

without prejudice to any right to claim a Default or Event of Default under this

Indenture and any right to proceed thereafter as provided in Article V.

Section 8.02 TRUST ACCOUNTS. (a) On or prior to the Closing Date, the

Issuing Entity shall cause the Indenture Trustee to establish and maintain, in

the name of the Indenture Trustee, for the benefit of the Noteholders and the

Certificate Paying Agent, on behalf of the Certificateholders and the Credit

Enhancer, the Payment Account as provided in Section 3.01 of this Indenture.

(b) All monies deposited from time to time in the Payment Account

pursuant to the Servicing Agreement and all deposits therein pursuant to this

Indenture are for the benefit of the Noteholders and the Certificate Paying

Agent, on behalf of the Certificateholders and all investments made with such

monies including all income or other gain from such investments are for the

benefit of the Master Servicer as provided by the Servicing Agreement.

On each Payment Date during the Funding Period the Indenture Trustee

shall withdraw Net Principal Collections from the Payment Account and deposit

Net Principal Collections to the Funding Account.

On each Payment Date, the Indenture Trustee shall distribute all

amounts on deposit in the Payment Account (after giving effect to the withdrawal

referred to in the preceding paragraph) to Noteholders in respect of the Notes

and in its capacity as Certificate Paying Agent to Certificateholders in the

order of priority set forth in Section 3.05 (except as otherwise provided in

Section 5.04(b).

The Master Servicer may direct the Indenture Trustee to invest any

funds in the Payment Account in Eligible Investments maturing no later than the

Business Day preceding each Payment Date and shall not be sold or disposed of

prior to the maturity. Unless otherwise instructed by the Master Servicer, the

Indenture Trustee shall invest all funds in the Payment Account in Eligible

Investments.

(c) On or before the Closing Date the Issuing Entity shall open, at the

Corporate Trust Office, an account which shall be the "Funding Account". The

Master Servicer may direct the Indenture Trustee to invest any funds in the

Funding Account in Eligible Investments maturing no later than the Business Day

preceding each Payment Date and shall not be sold or disposed of prior to the

maturity. Unless otherwise instructed by the Master Servicer, the Indenture

Trustee shall invest all funds in the Payment Account in its Corporate Trust

Short Term Investment Fund so long as it is an Eligible Investment. During the

Funding Period, any amounts received by the Indenture Trustee in respect of Net

Principal Collections for deposit in the Funding Account, together with any

Eligible Investments in which such monies are or will be invested or reinvested

during the term of the Notes, shall be held by the Indenture Trustee in the

Funding Account as part of the Trust Estate, subject to disbursement and

withdrawal as herein provided: Amounts on deposit in the Funding Account in

respect of Net Principal Collections may be withdrawn on each Deposit Date and

(1) paid to the Issuing Entity in payment for Additional Loans by the deposit of

such amount to the Collection Account and (2) at the end of the Funding Period

any amounts remaining in the Funding Account after the withdrawal called for by

clause (1) shall be deposited in the Payment Account to be included in the

payment of principal on the Payment Date that is the last day of the Funding

Period.

(d) (i) Any investment in the institution with which the Funding

Account is maintained may mature on such Payment Date and (ii) any other

investment may mature on such Payment Date if the Indenture Trustee shall

advance funds on such Payment Date to the Funding Account in the amount payable

on such investment on such Payment Date, pending receipt thereof to the extent

necessary to make distributions on the Notes and the Certificates) and shall not

be sold or disposed of prior to maturity.

Section 8.03 OFFICER'S CERTIFICATE. The Indenture Trustee shall receive

at least [seven] days notice when requested by the Issuing Entity to take any

action pursuant to Section 8.05(a), accompanied by copies of any instruments to

be executed, and the Indenture Trustee shall also require, as a condition to

such action, an Officer's Certificate, in form and substance satisfactory to the

Indenture Trustee, stating the legal effect of any such action, outlining the

steps required to complete the same, and concluding that all conditions

precedent to the taking of such action have been complied with.

Section 8.04 TERMINATION UPON DISTRIBUTION TO NOTEHOLDERS. This

Indenture and the respective obligations and responsibilities of the Issuing

Entity and the Indenture Trustee created hereby shall terminate upon the

distribution to Noteholders, Certificate Paying Agent, on behalf of the

Certificateholders and the Indenture Trustee of all amounts required to be

distributed pursuant to Article III; provided, however, that in no event shall

the trust created hereby continue beyond the expiration of 21 years from the

death of the survivor of the descendants of Joseph P. Kennedy, the late

ambassador of the United States to the Court of St. James, living on the date

hereof.

Section 8.05 RELEASE OF TRUST ESTATE. (a) Subject to the payment of its

fees and expenses, the Indenture Trustee may, and when required by the

provisions of this Indenture shall, execute instruments to release property from

the lien of this Indenture, or convey the Indenture Trustee's interest in the

same, in a manner and under circumstances that are not inconsistent with the

provisions of this Indenture. No party relying upon an instrument executed by

the Indenture Trustee as provided in Article VIII hereunder shall be bound to

ascertain the Indenture Trustee's authority, inquire into the satisfaction of

any conditions precedent, or see to the application of any monies.

(b) The Indenture Trustee shall, at such time as (i) there are no Notes

Outstanding, (ii) all sums due the Indenture Trustee pursuant to this Indenture

have been paid, and (iii) all sums due the Credit Enhancer have been paid,

release any remaining portion of the Trust Estate that secured the Notes from

the lien of this Indenture.

(c) [ The Indenture Trustee shall release property from the lien of

this Indenture pursuant to this Section 8.05 only upon receipt of an request

from the Issuing Entity accompanied by an [Officers' Certificate], [an Opinion

of Counsel,] and a letter from the Credit Enhancer, stating that the Credit

Enhancer has no objection to such request from the Issuing Entity.]

Section 8.06 SURRENDER OF NOTES UPON FINAL PAYMENT. By acceptance of

any Note, the Holder thereof agrees to surrender such Note to the Indenture

Trustee promptly, prior to such Noteholder's receipt of the final payment

thereon.

ARTICLE IX

Supplemental Indentures

Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

(a) Without the consent of the Holders of any Notes but with the consent of the

Credit Enhancer and prior notice to the Rating Agencies and the Credit Enhancer,

the Issuing Entity and the Indenture Trustee, when authorized by an Issuer

Request, at any time and from time to time, may enter into one or more

indentures supplemental hereto (which shall conform to the provisions of the

Trust Indenture Act as in force at the date of the execution thereof), in form

satisfactory to the Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at

any time subject to the lien of this Indenture, or better to assure,

convey and confirm unto the Indenture Trustee any property subject or

required to be subjected to the lien of this Indenture, or to subject

to the lien of this Indenture additional property;

(ii) to evidence the succession, in compliance with the

applicable provisions hereof, of another person to the Issuing Entity,

and the assumption by any such successor of the covenants of the

Issuing Entity herein and in the Notes contained;

(iii) to add to the covenants of the Issuing Entity, for the

benefit of the Holders of the Notes, or to surrender any right or power

herein conferred upon the Issuing Entity;

(iv) to convey, transfer, assign, mortgage or pledge any

property to or with the Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any

provision herein or in any supplemental indenture that may be

inconsistent with any other provision herein or in any supplemental

indenture;

(vi) to make any other provisions with respect to matters or

questions arising under this Indenture or in any supplemental

indenture; provided, that such action shall not materially and

adversely affect the interests of the Holders of the Notes;

(vii) to evidence and provide for the acceptance of the

appointment hereunder by a successor trustee with respect to the Notes

and to add to or change any of the provisions of this Indenture as

shall be necessary to facilitate the administration of the trusts

hereunder by more than one trustee, pursuant to the requirements of

Article VI; or

(viii) to modify, eliminate or add to the provisions of this

Indenture to such extent as shall be necessary to effect the

qualification of this Indenture under the TIA or under any similar

federal statute hereafter enacted and to add to this Indenture such

other provisions as may be expressly required by the TIA;

provided, however, that no such indenture supplements shall be entered into

unless the Indenture Trustee shall have received an Opinion of Counsel that

entering into such indenture supplement will not have any material adverse tax

consequences to the Noteholders.

The Indenture Trustee is hereby authorized to join in the execution of

any such supplemental indenture and to make any further appropriate agreements

and stipulations that may be therein contained.

(b) The Issuing Entity and the Indenture Trustee, when authorized by an

Issuer Request, may, also without the consent of any of the Holders of the Notes

but with the consent of the Credit Enhancer and prior notice to the Rating

Agencies and the Credit Enhancer, enter into an indenture or indentures

supplemental hereto for the purpose of adding any provisions to, or changing in

any manner or eliminating any of the provisions of, this Indenture or of

modifying in any manner the rights of the Holders of the Notes under this

Indenture; provided, however, that such action shall not, as evidenced by an

Opinion of Counsel, (i) adversely affect in any material respect the interests

of any Noteholder or (ii) cause the Issuing Entity to be subject to an entity

level tax.

Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The

Issuing Entity and the Indenture Trustee, when authorized by an Issuer Request,

also may, with prior notice to the Rating Agencies and, with the written consent

of the Credit Enhancer and with the consent of the Holders of not less than a

majority of the Security Balances of each Class of Notes affected thereby, by

Act of such Holders delivered to the Issuing Entity and the Indenture Trustee,

enter into an indenture or indentures supplemental hereto for the purpose of

adding any provisions to, or changing in any manner or eliminating any of the

provisions of, this Indenture or of modifying in any manner the rights of the

Holders of the Notes under this Indenture; provided, however, that no such

supplemental indenture shall, without the consent of the Holder of each Note

affected thereby:

(i) change the date of payment of any installment of principal

of or interest on any Note, or reduce the principal amount thereof or

the interest rate thereon, change the provisions of this Indenture

relating to the application of collections on, or the proceeds of the

sale of, the Trust Estate to payment of principal of or interest on the

Notes, or change any place of payment where, or the coin or currency in

which, any Note or the interest thereon is payable, or impair the right

to institute suit for the enforcement of the provisions of this

Indenture requiring the application of funds available therefor, as

provided in Article V, to the payment of any such amount due on the

Notes on or after the respective due dates thereof;

(ii) reduce the percentage of the Security Balances of the

Notes, the consent of the Holders of which is required for any such

supplemental indenture, or the consent of the Holders of which is

required for any waiver of compliance with certain provisions of this

Indenture or certain defaults hereunder and their consequences provided

for in this Indenture;

(iii) modify or alter the provisions of the proviso to the

definition of the term "Outstanding" or modify or alter the exception

in the definition of the term "Holder";

(iv) reduce the percentage of the Security Balances of the

Notes required to direct the Indenture Trustee to direct the Issuing

Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;

(v) modify any provision of this Section 9.02 except to

increase any percentage specified herein or to provide that certain

additional provisions of this Indenture or the Basic Documents cannot

be modified or waived without the consent of the Holder of each Note

affected thereby;

(vi) modify any of the provisions of this Indenture in such

manner as to affect the calculation of the amount of any payment of

interest or principal due on any Note on any Payment Date (including

the calculation of any of the individual components of such

calculation); or

(vii) permit the creation of any lien ranking prior to or on a

parity with the lien of this Indenture with respect to any part of the

Trust Estate or, except as otherwise permitted or contemplated herein,

terminate the lien of this Indenture on any property at any time

subject hereto or deprive the Holder of any Note of the security

provided by the lien of this Indenture; and provided, further, that

such action shall not, as evidenced by an Opinion of Counsel, cause the

Issuing Entity to be subject to an entity level tax.

The Indenture Trustee may in its discretion determine whether or not

any Notes would be affected by any supplemental indenture and any such

determination shall be conclusive upon the Holders of all Notes, whether

theretofore or thereafter authenticated and delivered hereunder. The Indenture

Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under this Section

9.02 to approve the particular form of any proposed supplemental indenture, but

it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuing Entity and the Indenture

Trustee of any supplemental indenture pursuant to this Section 9.02, the

Indenture Trustee shall mail to the Holders of the Notes to which such amendment

or supplemental indenture relates a notice setting forth in general terms the

substance of such supplemental indenture. Any failure of the Indenture Trustee

to mail such notice, or any defect therein, shall not, however, in any way

impair or affect the validity of any such supplemental indenture.

Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or

permitting the additional trusts created by, any supplemental indenture

permitted by this Article IX or the modification thereby of the trusts created

by this Indenture, the Indenture Trustee shall be entitled to receive, and

subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an

Opinion of Counsel stating that the execution of such supplemental indenture is

authorized or permitted by this Indenture. The Indenture Trustee may, but shall

not be obligated to, enter into any such supplemental indenture that affects the

Indenture Trustee's own rights, duties, liabilities or immunities under this

Indenture or otherwise.

Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of

any supplemental indenture pursuant to the provisions hereof, this Indenture

shall be and shall be deemed to be modified and amended in accordance therewith

with respect to the Notes affected thereby, and the respective rights,

limitations of rights, obligations, duties, liabilities and immunities under

this Indenture of the Indenture Trustee, the Issuing Entity and the Holders of

the Notes shall thereafter be determined, exercised and enforced hereunder

subject in all respects to such modifications and amendments, and all the terms

and conditions of any such supplemental indenture shall be and be deemed to be

part of the terms and conditions of this Indenture for any and all purposes.

Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of

this Indenture and every supplemental indenture executed pursuant to this

Article IX shall conform to the requirements of the Trust Indenture Act as then

in effect so long as this Indenture shall then be qualified under the Trust

Indenture Act.

Section 9.06 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes

authenticated and delivered after the execution of any supplemental indenture

pursuant to this Article IX may, and if required by the Indenture Trustee shall,

bear a notation in form approved by the Indenture Trustee as to any matter

provided for in such supplemental indenture. If the Issuing Entity or the

Indenture Trustee shall so determine, new Notes so modified as to conform, in

the opinion of the Indenture Trustee and the Issuing Entity, to any such

supplemental indenture may be prepared and executed by the Issuing Entity and

authenticated and delivered by the Indenture Trustee in exchange for Outstanding

Notes.

ARTICLE X

Miscellaneous

Section 10.01 COMPLIANCE CERTIFICATES AND OPINIONS, ETC. (a) Upon any

application or request by the Issuing Entity to the Indenture Trustee to take

any action under any provision of this Indenture, the Issuing Entity shall

furnish to the Indenture Trustee and to the Credit Enhancer (i) an Officer's

Certificate stating that all conditions precedent, if any, provided for in this

Indenture relating to the proposed action have been complied with and (ii) an

Opinion of Counsel stating that in the opinion of such counsel all such

conditions precedent, if any, have been complied with, except that, in the case

of any such application or request as to which the furnishing of such documents

is specifically required by any provision of this Indenture, no additional

certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a

condition or covenant provided for in this Indenture shall include:

(1) a statement that each signatory of such

certificate or opinion has read or has caused to be

read such covenant or condition and the definitions

herein relating thereto;

(2) a brief statement as to the nature and scope of

the examination or investigation upon which the

statements or opinions contained in such certificate

or opinion are based;

(3) a statement that, in the opinion of each such

signatory, such signatory has made such examination

or investigation as is necessary to enable such

signatory to express an informed opinion as to

whether or not such covenant or condition has been

complied with;

(4) a statement as to whether, in the opinion of each

such signatory, such condition or covenant has been

complied with; and

(5) if the Signer of such Certificate or Opinion is

required to be Independent, the Statement required by

the definition of the term "Independent".

(b) (i) Prior to the deposit of any Collateral or other property or

securities with the Indenture Trustee that is to be made the basis for the

release of any property or securities subject to the lien of this Indenture, the

Issuing Entity shall, in addition to any obligation imposed in Section 10.01(a)

or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's

Certificate certifying or stating the opinion of each person signing such

certificate as to the fair value (within 90 days of such deposit) to the Issuing

Entity of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuing Entity is required to furnish to the

Indenture Trustee an Officer's Certificate certifying or stating the

opinion of any signer thereof as to the matters described in clause (i)

above, the Issuing Entity shall also deliver to the Indenture Trustee

an Independent Certificate as to the same matters, if the fair value to

the Issuing Entity of the securities to be so deposited and of all

other such securities made the basis of any such withdrawal or release

since the commencement of the then-current fiscal year of the Issuing

Entity, as set forth in the certificates delivered pursuant to clause

(i) above and this clause (ii), is 10% or more of the Security Balances

of the Notes, but such a certificate need not be furnished with respect

to any securities so deposited, if the fair value thereof to the

Issuing Entity as set forth in the related Officer's Certificate is

less than $25,000 or less than one percent of the Security Balances of

the Notes.

(iii) Whenever any property or securities are to be released

from the lien of this Indenture, the Issuing Entity shall also furnish

to the Indenture Trustee an Officer's Certificate certifying or stating

the opinion of each person signing such certificate as to the fair

value (within 90 days of such release) of the property or securities

proposed to be released and stating that in the opinion of such person

the proposed release will not impair the security under this Indenture

in contravention of the provisions hereof.

(iv) Whenever the Issuing Entity is required to furnish to the

Indenture Trustee an Officer's Certificate certifying or stating the

opinion of any signer thereof as to the matters described in clause

(iii) above, the Issuing Entity shall also furnish to the Indenture

Trustee an Independent Certificate as to the same matters if the fair

value of the property or securities and of all other property, other

than property as contemplated by clause (v) below or securities

released from the lien of this Indenture since the commencement of the

then-current calendar year, as set forth in the certificates required

by clause (iii) above and this clause (iv), equals 10% or more of the

Security Balances of the Notes, but such certificate need not be

furnished in the case of any release of property or securities if the

fair value thereof as set forth in the related Officer's Certificate is

less than $25,000 or less than one percent of the then Security

Balances of the Notes.

(v) Notwithstanding any provision of this Indenture, the

Issuing Entity may, without compliance with the requirements of the

other provisions of this Section 10.01, (A) collect, sell or otherwise

dispose of the Mortgage Loans as and to the extent permitted or

required by the Basic Documents or (B) make cash payments out of the

Payment Account as and to the extent permitted or required by the Basic

Documents [, so long as the Issuing Entity shall deliver to the

Indenture Trustee every six months, commencing _____________, an

Officer's Certificate of the Issuing Entity stating that all the

dispositions of Collateral described in clauses (A) or (B) above that

occurred during the preceding six calendar months were in the ordinary

course of the Issuing Entity's business and that the proceeds thereof

were applied in accordance with the Basic Documents].

Section 10.02 FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any

case where several matters are required to be certified by, or covered by an

opinion of, any specified Person, it is not necessary that all such matters be

certified by, or covered by the opinion of, only one such Person, or that they

be so certified or covered by only one document, but one such Person may certify

or give an opinion with respect to some matters and one or more other such

Persons as to other matters, and any such Person may certify or give an opinion

as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuing

Entity may be based, insofar as it relates to legal matters, upon a certificate

or opinion of, or representations by, counsel, unless such officer knows, or in

the exercise of reasonable care should know, that the certificate or opinion or

representations with respect to the matters upon which his certificate or

opinion is based are erroneous. Any such certificate of an Authorized Officer or

Opinion of Counsel may be based, insofar as it relates to factual matters, upon

a certificate or opinion of, or representations by, an officer or officers of

the Seller, the Issuing Entity or the Administrator, stating that the

information with respect to such factual matters is in the possession of the

Seller, the Issuing Entity or the Administrator, unless such counsel knows, or

in the exercise of reasonable care should know, that the certificate or opinion

or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more

applications, requests, consents, certificates, statements, opinions or other

instruments under this Indenture, they may, but need not, be consolidated and

form one instrument.

Whenever in this Indenture, in connection with any application or

certificate or report to the Indenture Trustee, it is provided that the Issuing

Entity shall deliver any document as a condition of the granting of such

application, or as evidence of the Issuing Entity's compliance with any term

hereof, it is intended that the truth and accuracy, at the time of the granting

of such application or at the effective date of such certificate or report (as

the case may be), of the facts and opinions stated in such document shall in

such case be conditions precedent to the right of the Issuing Entity to have

such application granted or to the sufficiency of such certificate or report.

The foregoing shall not, however, be construed to affect the Indenture Trustee's

right to rely upon the truth and accuracy of any statement or opinion contained

in any such document as provided in Article VI.

Section 10.03 ACTS OF NOTEHOLDERS. (a) Any request, demand,

authorization, direction, notice, consent, waiver or other action provided by

this Indenture to be given or taken by Noteholders may be embodied in and

evidenced by one or more instruments of substantially similar tenor signed by

such Noteholders in person or by agents duly appointed in writing; and except as

herein otherwise expressly provided such action shall become effective when such

instrument or instruments are delivered to the Indenture Trustee, and, where it

is hereby expressly required, to the Issuing Entity. Such instrument or

instruments (and the action embodied therein and evidenced thereby) are herein

sometimes referred to as the "Act" of the Noteholders signing such instrument or

instruments. Proof of execution of any such instrument or of a writing

appointing any such agent shall be sufficient for any purpose of this Indenture

and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and

the Issuing Entity, if made in the manner provided in this Section 10.03.

(b) The fact and date of the execution by any person of any such

instrument or writing may be proved in any manner that the Indenture Trustee

deems sufficient.

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

(d) Any request, demand, authorization, direction, notice, consent,

waiver or other action by the Holder of any Notes shall bind the Holder of every

Note issued upon the registration thereof or in exchange therefor or in lieu

thereof, in respect of anything done, omitted or suffered to be done by the

Indenture Trustee or the Issuing Entity in reliance thereon, whether or not

notation of such action is made upon such Note.

Section 10.04 NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUING ENTITY,

CREDIT ENHANCER AND RATING AGENCIES. Any request, demand, authorization,

direction, notice, consent, waiver or Act of Note holders or other documents

provided or permitted by this Indenture shall be in writing and if such request,

demand, authorization, direction, notice, consent, waiver or act of Noteholders

is to be made upon, given or furnished to or filed with:

(i) the Indenture Trustee by any Noteholder or by the Issuing

Entity shall be sufficient for every purpose hereunder if made, given,

furnished or filed in writing to or with the Indenture Trustee at the

Corporate Trust Office. The Indenture Trustee shall promptly transmit

any notice received by it from the Noteholders to the Issuing Entity,

or

(ii) the Issuing Entity by the Indenture Trustee or by any

Noteholder shall be sufficient for every purpose hereunder if in

writing and mailed first-class, postage prepaid to the Issuing Entity

addressed to: Opteum Mortgage Acceptance Corporation MBN Trust Series 20__ -

______, in care of [Name of Owner Trustee] _________________,

__________, ______________, Attention of

_________________________________________ with a copy to the

Administrator at ________________ Attention: __________

__________________________, or at any other address previously

furnished in writing to the Indenture Trustee by the Issuing Entity or

the Administrator. The Issuing Entity shall promptly transmit any

notice received by it from the Noteholders to the Indenture Trustee, or

(iii) the Credit Enhancer by the Issuing Entity, the Indenture

Trustee or by any Noteholders shall be sufficient for every purpose

hereunder to in writing and mailed, first-class postage pre-paid, or

personally delivered or telecopied to: [Name of Credit Enhancer],

________________, ________, _______________, Attention:

_________________, ___________________________, Telephone

______________. Telecopier ______________. The Credit Enhancer shall

promptly transmit any notice received by it from the Issuing Entity,

the Indenture Trustee or the Noteholders to the Issuing Entity or

Indenture Trustee, as the case may be.

Notices required to be given to the Rating Agencies by the Issuing

Entity, the Indenture Trustee or the Owner Trustee shall be in writing,

personally delivered or mailed by certified mail, return receipt requested, to

(i) in the case of [Moody's], at the following address: [Moody's Investors

Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York

10007] and (ii) in the case of [Standard & Poor's], at the following address:

[Standard & Poor's Ratings Group, 26 Broadway (15th Floor), New York, New York

10004, Attention of Asset Backed Surveillance Department]; or as to each of the

foregoing, at such other address as shall be designated by written notice to the

other parties.

Section 10.05 NOTICES TO NOTEHOLDERS; WAIVER. Where this Indenture

provides for notice to Noteholders of any event, such notice shall be

sufficiently given (unless otherwise herein expressly provided) if in writing

and mailed, first-class, postage prepaid to each Noteholder affected by such

event, at such Person's as it appears on the Note Register, not later than the

latest date, and not earlier than the earliest date, prescribed for the giving

of such notice. In any case where notice to Noteholders is given by mail,

neither the failure to mail such notice nor any defect in any notice so mailed

to any particular Noteholder shall affect the sufficiency of such notice with

respect to other Noteholders, and any notice that is mailed in the manner herein

provided shall conclusively be presumed to have been duly given regardless of

whether such notice is in fact actually received.

Where this Indenture provides for notice in any manner, such notice may

be waived in writing by any Person entitled to receive such notice, either

before or after the event, and such waiver shall be the equivalent of such

notice. Waivers of notice by Noteholders shall be filed with the Indenture

Trustee but such filing shall not be a condition precedent to the validity of

any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a

result of a strike, work stoppage or similar activity, it shall be impractical

to mail notice of any event to Noteholders when such notice is required to be

given pursuant to any provision of this Indenture, then any manner of giving

such notice as shall be satisfactory to the Indenture Trustee shall be deemed to

be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies,

failure to give such notice shall not affect any other rights or obligations

created hereunder, and shall not under any circumstance constitute an Event of

Default.

Section 10.06 ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding

any provision of this Indenture or any of the Notes to the contrary, the Issuing

Entity may enter into any agreement with any Holder of a Note providing for a

method of payment, or notice by the Indenture Trustee or any Administrator to

such Holder, that is different from the methods provided for in this Indenture

for such payments or notices. The Issuing Entity shall furnish to the Indenture

Trustee a copy of each such agreement and the Indenture Trustee shall cause

payments to be made and notices to be given in accordance with such agreements.

Section 10.07 CONFLICT WITH TRUST INDENTURE ACT. If any provision

hereof limits, qualifies or conflicts with another provision hereof that is

required to be included in this Indenture by any of the provisions of the Trust

Indenture Act, such required provision shall control.

The provisions of TIA ss.ss. 310 through 317 that impose duties on any

Person (including the provisions automatically deemed included herein unless

expressly excluded by this Indenture) are a part of and govern this Indenture,

whether or not physically contained herein.

Section 10.08 EFFECT OF HEADINGS. The Article and Section headings

herein are for convenience only and shall not affect the construction hereof.

Section 10.09 SUCCESSORS AND ASSIGNS. All covenants and agreements in

this Indenture and the Notes by the Issuing Entity shall bind its successors and

assigns, whether so expressed or not. All agreements of the Indenture Trustee in

this Indenture shall bind its successors, co-trustees and agents.

Section 10.10 SEPARABILITY. In case any provision in this Indenture or

in the Notes shall be invalid, illegal or unenforceable, the validity, legality,

and enforceability of the remaining provisions shall not in any way be affected

or impaired thereby.

Section 10.11 BENEFITS OF INDENTURE. The Credit Enhancer and its

successors and assigns shall be a third-party beneficiary to the provisions of

this Indenture. Nothing in this Indenture or in the Notes, express or implied,

shall give to any Person, other than the parties hereto and their successors

hereunder, and the Noteholders, and any other party secured hereunder, and any

other Person with an ownership interest in any part of the Trust Estate, any

benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 10.12 LEGAL HOLIDAYS. In any case where the date on which any

payment is due shall not be a Business Day, then (notwithstanding any other

provision of the Notes or this Indenture) payment need not be made on such date,

but may be made on the next succeeding Business Day with the same force and

effect as if made on the date on which nominally due, and no interest shall

accrue for the period from and after any such nominal date.

Section 10.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS

CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE

PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10.14 COUNTERPARTS. This Indenture may be executed in any

number of counterparts, each of which so executed shall be deemed to be an

original, but all such counterparts shall together constitute but one and the

same instrument.

Section 10.15 RECORDING OF INDENTURE. If this Indenture is subject to

recording in any appropriate public recording offices, such recording is to be

effected by the Issuing Entity and at its expense accompanied by an Opinion of

Counsel (which may be counsel to the Indenture Trustee or any other counsel

reasonably acceptable to the Indenture Trustee) to the effect that such

recording is necessary either for the protection of the Noteholders or any other

Person secured hereunder or for the enforcement of any right or remedy granted

to the Indenture Trustee under this Indenture.

Section 10.16 ISSUING ENTITY OBLIGATION. No recourse may be taken,

directly or indirectly, with respect to the obligations of the Issuing Entity,

the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture

or any certificate or other writing delivered in connection herewith or

therewith, against (i) the Indenture Trustee or the Owner Trustee in its

individual capacity, (ii) any owner of a beneficial interest in the Issuing

Entity or (iii) any partner, owner, beneficiary, agent, officer, director,

employee or agent of the Indenture Trustee or the Owner Trustee in its

individual capacity, any holder of a beneficial interest in the Issuing Entity,

the Owner Trustee or the Indenture Trustee or of any successor or assign of the

Indenture Trustee or the Owner Trustee in its individual capacity, except as any

such Person may have expressly agreed (it being understood that the Indenture

Trustee and the Owner Trustee have no such obligations in their individual

capacity) and except that any such partner, owner or beneficiary shall be fully

liable, to the extent provided by applicable law, for any unpaid consideration

for stock, unpaid capital contribution or failure to pay any installment or call

owing to such entity. For all purposes of this Indenture, in the performance of

any duties or obligations of the Issuing Entity hereunder, the Owner Trustee

shall be subject to, and entitled to the benefits of, the terms and provisions

of Article VI, VII and VIII of the Trust Agreement.

Section 10.17 NO PETITION. The Indenture Trustee, by entering into this

Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree

that they will not at any time institute against the Depositor or the Issuing

Entity, or join in any institution against the Depositor or the Issuing Entity

of, any bankruptcy, reorganization, arrangement, insolvency or liquidation

proceedings, or other proceedings under any United States federal or state

bankruptcy or similar law in connection with any obligations relating to the

Notes, this Indenture or any of the Basic Documents.

Section 10.18 INSPECTION. The Issuing Entity agrees that, on reasonable

prior notice, it shall permit any representative of the Indenture Trustee,

during the Issuing Entity's normal business hours, to examine all the books of

account, records, reports and other papers of the Issuing Entity, to make copies

and extracts therefrom, to cause such books to be audited by Independent

certified public accountants, and to discuss the Issuing Entity's affairs,

finances and accounts with the Issuing Entity's officers, employees, and

Independent certified public accountants, all at such reasonable times and as

often as may be reasonably requested. The Indenture Trustee shall and shall

cause its representatives to hold in confidence all such information except to

the extent disclosure may be required by law (and all reasonable applications

for confidential treatment are unavailing) and except to the extent that the

Indenture Trustee may reasonably determine that such disclosure is consistent

with its obligations hereunder.

Section 10.19 AUTHORITY OF THE ADMINISTRATOR. Each of the parties to

this Indenture acknowledges that the Issuing Entity and the Owner Trustee have

each appointed the Administrator to act as its agent to perform the duties and

obligations of the Issuing Entity hereunder. Unless otherwise instructed by the

Issuing Entity or the Owner Trustee, copies of all notices, requests, demands

and other documents to be delivered to the Issuing Entity or the Owner Trustee

pursuant to the terms hereof shall be delivered to the Administrator. Unless

otherwise instructed by the Issuing Entity or the Owner Trustee, all notices,

requests, demands and other documents to be executed or delivered, and any

action to be taken, by the Issuing Entity or the Owner Trustee pursuant to the

terms hereof may be executed, delivered and/or taken by the Administrator

pursuant to the Administration Agreement.

IN WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have

caused their names to be signed hereto by their respective officers thereunto

duly authorized, all as of the day and year first above written.

OPTEUM MORTGAGE ACCEPTANCE CORPORATION

MBN TRUST SERIES 20__ -  _____,

as Issuing Entity

By:______________________________________

not in its individual capacity but solely

as Owner Trustee

By:______________________________________

Name:

Title:

________________________________________,

as Indenture Trustee, as Certificate

Paying Agent and as Note Registrar

By:______________________________________

Name:

Title:

_________________________________

hereby accepts the appointment as

Certificate Paying Agent pursuant

to Section 3.03 hereof and as

Certificate Registrar pursuant to

Section 4.02 hereof.

By:______________________________

Name:

Title:

STATE OF [NEW YORK]  )

) ss.:

COUNTY OF [NEW YORK]  )

On this ____ day of __________, before me personally appeared

______________, to me known, who being by me duly sworn, did depose and say,

that he resides at _________________, __________________ _____, that he is the

of the Owner Trustee, one of the corporations described in and which executed

the above instrument; that he knows the seal of said corporation; that the seal

affixed to said instrument is such corporate seal; that it was so affixed by

order of the Board of Directors of said corporation; and that he signed his name

thereto by like order.

________________________________________

Notary Public

[NOTARIAL SEAL]

STATE OF [NEW YORK]  )

) ss.:

COUNTY OF [NEW YORK]  )

On this ____ day of __________, before me personally appeared , to me

known, who being by me duly sworn, did depose and say, that he resides at

____________________, that he is the ______________ of ________________, as

Indenture Trustee, one of the corporations described in and which executed the

above instrument; that he knows the seal of said corporation; that the seal

affixed to said instrument is such corporate seal; that it was so affixed by

order of the Board of Directors of said corporation; and that he signed his name

thereto by like order.

----------------------------------------

Notary Public

[NOTARIAL SEAL]

STATE OF [NEW YORK]  )

) ss.:

COUNTY OF [NEW YORK]  )

On this ____ day of __________, before me personally appeared , to me

known, who being by me duly sworn, did depose and say, that he resides at

________________________, that he is an ________________ of _______________, as

Indenture Trustee, one of the corporations described in and which executed the

above instrument; that he knows the seal of said corporation; that the seal

affixed to said instrument is such corporate seal; that it was so affixed by

order of the Board of Directors of said corporation; and that he signed his name

thereto by like order.

________________________________________

Notary Public

[NOTARIAL SEAL]

EXHIBIT B

FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

Re:  The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"),

among [IDENTIFY - PARTIES]

I, ________________________________, the _______________________ of

[NAME OF COMPANY], certify to [the Purchaser], [the Depositor], and the

[Master Servicer] [Securities Administrator] [Trustee], and their

officers, with the knowledge and intent that they will rely upon this

certification, that:

(1) I have reviewed the servicer compliance statement of the Company

provided in accordance with Item 1123 of Regulation AB (the "Compliance

Statement"), the report on assessment of the Company's compliance with

the servicing criteria set forth in Item 1122(d) of Regulation AB (the

"Servicing Criteria"), provided in accordance with Rules 13a-18 and

15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange

Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the

registered public accounting firm's attestation report provided in

accordance with Rules 13a-18 and 15d-18 under the Exchange Act and

Section 1122(b) of Regulation AB (the "Attestation Report"), and all

servicing reports, officer's certificates and other information

relating to the servicing of the Mortgage Loans by the Company during

200[ ] that were delivered by the Company to the [Depositor] [Master

Servicer] [Securities Administrator] [Trustee] pursuant to the

Agreement (collectively, the "Company Servicing Information");

(2) Based on my knowledge, the Company Servicing Information, taken as

a whole, does not contain any untrue statement of a material fact or

omit to state a material fact necessary to make the statements made, in

the light of the circumstances under which such statements were made,

not misleading with respect to the period of time covered by the

Company Servicing Information;

(3) Based on my knowledge, all of the Company Servicing Information

required to be provided by the Company under the Agreement has been

provided to the [Depositor] [Master Servicer] [Securities

Administrator] [Trustee];

(4) I am responsible for reviewing the activities performed by the

Company as servicer under the Agreement, and based on my knowledge and

the compliance review conducted in preparing the Compliance Statement

and except as disclosed in the Compliance Statement, the Servicing

Assessment or the Attestation Report, the Company has fulfilled its

obligations under the Agreement in all material respects; and

(5) The Compliance Statement required to be delivered by the Company

pursuant to the Agreement, and the Servicing Assessment and Attestation

Report required to be provided by the Company and by any Subservicer or

Subcontractor pursuant to the Agreement, have been provided to the

[Depositor] [Master Servicer]. Any material instances of noncompliance

described in such reports have been disclosed to the [Depositor]

[Master Servicer]. Any material instance of noncompliance with the

Servicing Criteria has been disclosed in such reports.

Date:  _________________________

By:

Name:  ________________________________

Title:  ________________________________

EXHIBIT C

FORM 10-D, FORM 8-K AND FORM 10-K

REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party

shall be primarily responsible for reporting the information to the Securities

Administrator pursuant to Section 3.18(a)(iv). If the Securities Administrator

is indicated below as to any item, then the Securities Administrator is

primarily responsible for obtaining that information.

Under Item 1 of Form 10-D: a) items marked "6.07 statement" are required to be

included in the periodic Distribution Date statement under Section 6.07,

provided by the Securities Administrator based on information received from the

Master Servicer; and b) items marked "Form 10-D report" are required to be in

the Form 10-D report but not the 6.07 statement, provided by the party

indicated. Information under all other Items of Form 10-D is to be included in

the Form 10-D report.

Form	Item	Description	Responsible Party
10-D	Must be filed within 15 days of the distribution date for the asset-backed securities.
	1	DISTRIBUTION AND POOL PERFORMANCE INFORMATION
		ITEM  1121(A)  -  DISTRIBUTION  AND  POOL  PERFORMANCE INFORMATION
		(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period.	6.07 statement
		(2) Cash flows received and the sources thereof for distributions, fees and expenses.	6.07 statement
		(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including:	6.07 statement
		(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses.	6.07 statement
		(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments.	6.07 statement
		(iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers.	6.07 statement
		(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow.	6.07 statement
		(4) Beginning and ending principal balances the asset-backed securities.	6.07 statement
		(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges.	6.07 statement
		(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period.	6.07 statement
		(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable.	6.07 statement
		(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average life, weighted average remaining term, pool factors and prepayment amounts	6.07 statement Updated pool composition information fields to be as specified by Depositor from time to time
		(9) Delinquency and loss information for the period. In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets.	6.07 statement Form 10-D report:  Master Servicer
		(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements.	6.07 statement
		(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time.	6.07 statement
		(12) Material breaches of pool asset representations or warranties or transaction covenants.	Form 10-D report: Securities Administrator (subject to Depositor approval)
		(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met.	6.07 statement
		(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool, [information regarding] any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or  removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable. Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets.	Form 10-D report:  Depositor Form 10-D report:  Master Servicer Form 10-D report:  Master Servicer
		ITEM 1121(B) - PRE-FUNDING OR REVOLVING PERIOD INFORMATION	Depositor
		Updated pool information as required under Item 1121(b).
	2	LEGAL PROCEEDINGS
		Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities:
		Sponsor (Seller)	Sponsor
		Depositor	Depositor
		Trustee	Trustee
		Issuing entity	Depositor
		Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers	Master Servicer
		Certificate Administrator	Certificate Administrator
		Originator of 20% or more of pool assets as of the Cut-off Date	Master Servicer
		Custodian	Custodian
	3	SALES OF SECURITIES AND USE OF PROCEEDS
		INFORMATION FROM ITEM 2(A) OF PART II OF FORM 10-Q:
		With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered.	Depositor
	4	DEFAULTS UPON SENIOR SECURITIES
		INFORMATION FROM ITEM 3 OF PART II OF FORM 10-Q:
		Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice)	Trustee or Securities Administrator
	5	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
		INFORMATION FROM ITEM 4 OF PART II OF FORM 10-Q	Trustee  or  Securities Administrator
	6	SIGNIFICANT OBLIGORS OF POOL ASSETS
		ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION*	Master Servicer
		*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.
	7	SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION
		ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER FINANCIAL INFORMATION*
		Determining applicable disclosure threshold	Securities Administrator
		Obtaining  required  financial  information  or effecting incorporation by reference	Securities Administrator
		ITEM  1115(B)  -  DERIVATIVE  COUNTERPARTY  FINANCIAL INFORMATION*
		Determining current maximum probable exposure	Depositor
		Determining current significance percentage	Securities Administrator
		Obtaining  required  financial  information  or effecting incorporation by reference	Securities Administrator
		*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.
	8	OTHER INFORMATION
		DISCLOSE ANY INFORMATION REQUIRED TO BE REPORTED ON FORM 8-K DURING THE PERIOD COVERED BY THE FORM 10-D BUT NOT REPORTED	The Responsible Party for 8-K item as indicated below
	9	EXHIBITS
		Distribution report	Securities Administrator
		EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K, SUCH AS MATERIAL AGREEMENTS	Depositor
8-K	Must be filed within four business days of an event reportable on Form 8-K.
	1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
		Disclosure is required  regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.	Master Servicer; or any of the following that is a party to the agreement if Master Servicer is not:  Trustee, Sponsor, Depositor, Certificate Administrator
		Examples: servicing agreement, custodial agreement.
		Note:  disclosure  not  required  as  to  definitive agreements that are fully disclosed in the prospectus
	1.02	TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
		Disclosure is required regarding termination of  any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.	Master Servicer; or any of the following that is a party to the agreement if Master Servicer is not:  Trustee, Sponsor, Depositor, Certificate Administrator
		Examples: servicing agreement, custodial agreement.
	1.03	BANKRUPTCY OR RECEIVERSHIP
		Disclosure is required regarding the bankruptcy or Master Servicer receivership, if known to the Master Servicer, with respect to any of the following:
		Sponsor (Seller), Depositor, Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers, Certificate Administrator, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty, Custodian
	2.04	TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
		Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.	Master Servicer
		Disclosure will be made of events other than waterfall triggers which are disclosed in the 6.07 statement
	3.03	MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
		Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement	Securities Administrator
	5.03	AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
		Disclosure is required of any amendment "to the  governing documents of the issuing entity"	Depositor
	5.06	CHANGE IN SHELL COMPANY STATUS
		[Not applicable to ABS issuers]	Depositor
	6.01	ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL
		[Not included in reports to be filed under Section 3.18]	Depositor
	6.02	CHANGE OF SERVICER OR TRUSTEE
		Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee. Reg AB disclosure about any new servicer or trustee is also required.	Trustee or Master Servicer
	6.03	CHANGE IN CREDIT ENHANCEMENT OR OTHER EXTERNAL SUPPORT
		Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. Reg AB disclosure about any new enhancement provider is also required.	Depositor or Securities Administrator
	6.04	FAILURE TO MAKE A REQUIRED DISTRIBUTION	Trustee or Securities Administrator
	6.05	SECURITIES ACT UPDATING DISCLOSURE
		If any material pool characteristic differs by 5% or  more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.	Depositor
		If there are any new servicers or originators required  to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	Depositor
	7.01	REGULATION FD DISCLOSURE	Depositor
	8.01	OTHER EVENTS
		Any event, with respect to which information is not  otherwise called for in Form 8-K, that the registrant deems of importance to security holders.	Depositor
	9.01	FINANCIAL STATEMENTS AND EXHIBITS	The Responsible Party applicable to reportable event
10-K	Must be filed within 90 days of the fiscal year end for the registrant.
	9B	OTHER INFORMATION
		Disclose any information required to be reported on Form  8-K during the fourth quarter covered by the Form 10-K but not reported	The Responsible Party for the applicable Form 8-K item as indicated above
	15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
		ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION	Master Servicer
		ITEM 1114(B)(2) - CREDIT ENHANCEMENT PROVIDER FINANCIAL INFORMATION
		Determining applicable disclosure threshold	Securities Administrator
		Obtaining required financial information or effecting incorporation by reference	Securities Administrator
		ITEM 1115(B) - DERIVATIVE COUNTERPARTY FINANCIAL INFORMATION
		Determining current maximum probable exposure	Depositor
		Determining current significance percentage	Securities Administrator
		Obtaining required financial information or effecting incorporation by reference	Securities Administrator
		Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities:
		Sponsor (Seller)	Sponsor
		Depositor	Depositor
		Trustee	Trustee
		Issuing entity	Depositor
		Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers	Master Servicer
		Certificate Administrator	Certificate Administrator
		Originator of 20% or more of pool assets as of the Cut-off Date	Master Servicer
		Custodian	Custodian
		Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders:
		Sponsor (Seller)	Sponsor
		Depositor	Depositor
		Trustee	Trustee
		Issuing entity	Depositor
		Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers	Master Servicer
		Certificate Administrator	Certificate Administrator
		Originator	Master Servicer
		Custodian	Custodian
		Credit Enhancer/Support Provider	Securities Administrator
		Significant Obligor	Master Servicer
		ITEM 1122 - ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA	Each Party participating in the servicing function
		ITEM 1123 - SERVICER COMPLIANCE STATEMENT	Master Servicer, Servicer

APPENDIX A

DEFINITIONS

ADJUSTABLE RATE MORTGAGE LOAN: A Mortgage Loan with a Mortgage Rate

that is subject to periodic adjustment calculated on the basis of the Index,

plus an applicable Gross Margin. Each Adjustable Rate Mortgage Loan is secured

by a first lien on the related Mortgaged Property.

ADJUSTMENT DATE: As to each Adjustable Rate Mortgage Loan, each date

set forth in the related Mortgage Note on which an adjustment to the interest

rate on such Mortgage Loan becomes effective.

ADMINISTRATIVE FEE: The amount of the fee payable to the Owner Trustee

together with the amount of the premium payable to the Note Insurer, which will

accrue at ______% per annum based on the Note Principal Balance of the Notes.

ADVANCE: As to any Mortgage Loan, any advance made by the Master

Servicer, pursuant to Section 4.04 of the Servicing Agreement.

AFFILIATE: With respect to any Person, any other Person controlling,

controlled by or under common control with such Person. For purposes of this

definition, "control" means the power to direct the management and policies of a

Person, directly or indirectly, whether through ownership of voting securities,

by contract or otherwise and "controlling" and "controlled" shall have meanings

correlative to the foregoing.

APPRAISED VALUE: The appraised value of a Mortgaged Property based upon

the lesser of (i) the appraisal made at the time of the origination of the

related Mortgage Loan, or (ii) the sales price of such Mortgaged Property at

such time of origination. With respect to a Mortgage Loan the proceeds of which

were used to refinance an existing mortgage loan, the appraised value of the

Mortgaged Property based upon the appraisal (as reviewed and approved by the

Seller) obtained at the time of refinancing.

ASSIGNMENT OF MORTGAGE: An assignment of Mortgage, notice of transfer

or equivalent instrument, in recordable form, which is sufficient under the laws

of the jurisdiction wherein the related Mortgaged Property is located to reflect

of record the sale of the Mortgage, which assignment, notice of transfer or

equivalent instrument may be in the form of one or more blanket assignments

covering Mortgages secured by Mortgaged Properties located in the same county,

if permitted by law.

AUTHORIZED NEWSPAPER: A newspaper of general circulation in the Borough

of Manhattan, The City of New York, printed in the English language and

customarily published on each Business Day, whether or not published on

Saturdays, Sundays or holidays.

AUTHORIZED OFFICER: With respect to the Issuing Entity, any officer of

the Owner Trustee who is authorized to act for the Owner Trustee in matters

relating to the Issuing Entity and who is identified on the list of Authorized

Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing

Date (as such list may be modified or supplemented from time to time

thereafter).

AVAILABLE FUNDS: As to any Payment Date, an amount equal to the amount

on deposit in the Payment Account on such Payment Date and available for

distribution to the Noteholders (minus, if the Notes have been declared due and

payable following an Event of Default on such Payment Date, any amounts owed to

the Indenture Trustee by the Issuing Entity pursuant to Section 6.07 of the

Indenture).

AVAILABLE FUNDS CAP CARRY-FORWARD AMOUNT: With respect to the Notes and

any Payment Date, an amount equal to the sum of (x) the amount, if any, by which

(a) the lesser of (1) the amount payable if clause (i) of the definition of Note

Interest Rate is used to calculate interest and (2) the amount payable if the

Maximum Note Interest Rate is used to calculate interest exceeds (b) the amount

payable if clause (ii) of the definition of Note Interest Rate is used to

calculate interest and (y) the interest accrued during the prior Interest Period

on the amount of any Available Funds Cap Carry-Forward Amount immediately prior

to such Payment Date, calculated on the basis of a 360-day year and the actual

number of days elapsed and using the Note Interest Rate applicable to such

Payment Date minus (z) the aggregate of all amounts distributed to the

Noteholders on all prior Payment Dates pursuant to Section 3.05(v) of the

Indenture.

AVAILABLE FUNDS INTEREST RATE: As to any Payment Date, a per annum rate

equal to the lesser of (x) the fraction, expressed as a percentage, the

numerator of which is (i) an amount equal to (A) 1/12 of the aggregate Principal

Balance of the then outstanding Mortgage Loans times the weighted average of the

Expense Adjusted Mortgage Rates on the then outstanding Mortgage Loans minus (B)

the Administrative Fee for such Payment Date, and the denominator of which is

(ii) an amount equal to (A) the then outstanding aggregate Note Principal

Balance of the Notes multiplied by (B) the actual number of days elapsed in the

related Interest Period divided by 360 and (y) the Maximum Note Interest Rate.

BANKRUPTCY CODE:  The Bankruptcy Code of 1978, as amended.

BASIC DOCUMENTS: The Trust Agreement, the Certificate of Trust, the

Indenture, the Mortgage Loan Purchase Agreement, the Insurance Agreement, the

Servicing Agreement, and the other documents and certificates delivered in

connection with any of the above.

BENEFICIAL OWNER: With respect to any Note, the Person who is the

beneficial owner of such Note as reflected on the books of the Depository or on

the books of a Person maintaining an account with such Depository (directly as a

Depository Participant or indirectly through a Depository Participant, in

accordance with the rules of such Depository).

BOOK-ENTRY NOTES: Beneficial interests in the Notes, ownership and

transfers of which shall be made through book entries by the Depository as

described in Section 4.06 of the Indenture.

BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a

day on which banking institutions in the City of New York, Delaware or

California or in the city in which the corporate trust offices of the Indenture

Trustee or the Note Insurer are located, are required or authorized by law to be

closed.

STATUTORY TRUST STATUTE: Chapter 38 of Title 12 of the Delaware Code,

12 DEL. Code ss.ss. 3801 ET SEQ., as the same may be amended from time to time.

CASH LIQUIDATION: As to any defaulted Mortgage Loan other than a

Mortgage Loan as to which an REO Acquisition occurred, a determination by the

Master Servicer that it has received all Insurance Proceeds, Liquidation

Proceeds and other payments or cash recoveries which the Master Servicer

reasonably and in good faith expects to be finally recoverable with respect to

such Mortgage Loan.

CERTIFICATE DISTRIBUTION ACCOUNT: The account or accounts created and

maintained pursuant to Section 3.10(d) of the Trust Agreement. The Certificate

Distribution Account shall be an Eligible Account.

CERTIFICATE PAYING AGENT: The meaning specified in Section 3.10 of the

Trust Agreement.

CERTIFICATE PERCENTAGE INTEREST: With respect to each Certificate, the

Certificate Percentage Interest on the face thereof.

CERTIFICATE REGISTER: The register maintained by the Certificate

Registrar in which the Certificate Registrar shall provide for the registration

of Certificates and of transfers and exchanges of Certificates.

CERTIFICATE REGISTRAR: Initially, the Indenture Trustee, in its

capacity as Certificate Registrar, or any successor to the Indenture Trustee in

such capacity.

CERTIFICATE OF TRUST: The Certificate of Trust filed for the Trust

pursuant to Section 3810(a) of the Statutory Trust Statute.

CERTIFICATES: The Opteum Mortgage Acceptance Corporation, Mortgage-Backed

Certificates, Series 20__-_, evidencing the beneficial ownership interest in the

Issuing Entity and executed by the Owner Trustee in substantially the form set

forth in Exhibit A to the Trust Agreement.

CERTIFICATEHOLDER: The Person in whose name a Certificate is registered

in the Certificate Register. Owners of Certificates that have been pledged in

good faith may be regarded as Holders if the pledgee establishes to the

satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be,

the pledgee's right so to act with respect to such Certificates and that the

pledgee is not the Issuing Entity, any other obligor upon the Certificates or

any Affiliate of any of the foregoing Persons.

CLOSING DATE:  ______ __, 20__.

CODE: The Internal Revenue Code of 1986, as amended, and the rules and

regulations promulgated thereunder.

COLLATERAL: The meaning specified in the Granting Clause of the

Indenture.

COLLECTION ACCOUNT: The account or accounts created and maintained

pursuant to Section 3.06(d) of the Servicing Agreement. The Collection Account

shall be an Eligible Account.

COMBINED LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan and any

date, the percentage equivalent of a fraction, the numerator of which is the

Cut-Off Date Principal Balance of such Mortgage Loan and the denominator of

which is the outstanding principal balance as of the date of the origination of

such Mortgage Loan of any mortgage loan or mortgage loans that are secured by

liens on the Mortgaged Property that are senior or subordinate to the Mortgage

and the denominator of which is the Appraised Value of the related Mortgaged

Property.

COMPENSATING INTEREST: With respect to any Determination Date, an

amount equal to the lesser of (i) the aggregate amount of Prepayment Interest

Shortfall for the related Prepayment Period and (ii) the Servicing Fee for such

Determination Date.

CONVERTED MORTGAGE LOAN: Any Convertible Mortgage Loan with respect to

which the interest rate borne by such Mortgage Loan has been converted from an

adjustable interest rate to a fixed interest rate.

CONVERTIBLE MORTGAGE LOAN: Any Adjustable Rate Mortgage Loan which by

its terms grants to the related Mortgagor the option to convert the interest

rate borne by such Mortgage Loan from an adjustable interest rate to a fixed

interest rate.

CONVERTING MORTGAGE LOAN: Any Convertible Mortgage Loan with respect to

which the related Mortgagor has given notice of his intent to convert from an

adjustable interest rate to a fixed interest rate and prior to the conversion of

such Mortgage Loan.

CORPORATE TRUST OFFICE: With respect to the Indenture Trustee,

Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal

corporate trust office of the Indenture Trustee and Note Registrar at which at

any particular time its corporate trust business shall be administered, which

office at the date of the execution of this instrument is located at

____________, __________, ______, __________ _____, Attention: ________ ___

______, except that for purposes of Section 4.02 of the Indenture and Section

3.09 of the Trust Agreement, such term shall include the Indenture Trustee's

office or agency at _______________, ________, ________ _____, Attention:

___________ _________. With respect to the Owner Trustee, the principal

corporate trust office of the Owner Trustee at which at any particular time its

corporate trust business shall be administered, which office at the date of the

execution of this Trust Agreement is located at ________________________, ______

____________, ________________________, __________, ________ _____, Attention:

______________________.

CUT-OFF DATE: With respect to the Mortgage Loans, ______ 1, 20__.

CUT-OFF DATE PRINCIPAL BALANCE: With respect to any Mortgage Loan, the

unpaid principal balance thereof as of the opening of business on the last day

of the related Due Period immediately prior to the Cut-Off Date.

DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction

in the scheduled Monthly Payment for such Mortgage Loan by a court of competent

jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction

constituting a Deficient Valuation or any reduction that results in a permanent

forgiveness of principal.

DEFAULT: Any occurrence which is or with notice or the lapse of time or

both would become an Event of Default.

DEFICIENCY AMOUNT: The meaning provided in the Note Insurance Policy.

DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation by

a court of competent jurisdiction of the Mortgaged Property in an amount less

than the then outstanding indebtedness under the Mortgage Loan, or any reduction

in the amount of principal to be paid in connection with any scheduled Monthly

Payment that constitutes a permanent forgiveness of principal, which valuation

or reduction results from a proceeding under the Bankruptcy Code.

DEFINITIVE NOTES: The meaning specified in Section 4.06 of the

Indenture.

DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced with

an Eligible Substitute Mortgage Loan.

DEMAND:  As defined in Section 3.18(a) of the Servicing Agreement.

DEPOSITOR: Opteum Mortgage Acceptance Corporation, a Delaware corporation,

or its successor in interest.

DEPOSITORY OR DEPOSITORY AGENCY: The Depository Trust Company or a

successor appointed by the Indenture Trustee with the approval of the Depositor.

Any successor to the Depository shall be an organization registered as a

"clearing agency" pursuant to Section 17A of the Exchange Act and the

regulations of the Securities and Exchange Commission thereunder.

DEPOSITORY PARTICIPANT: A Person for whom, from time to time, the

Depository effects book-entry transfers and pledges of securities deposited with

the Depository.

DETERMINATION DATE: With respect to any Payment Date, the 15th of the

related month, or if the 15th day of such month is not a Business Day, the

immediately preceding Business Day.

DUE DATE: The first day of the month of the related Payment Date.

DUE PERIOD: With respect to any Mortgage Loan and Due Date, the period

commencing on the second day of the month preceding the month of such Payment

Date (or, with respect to the first Due Period, the day following the Cut-Off

Date) and ending on the related Due Date.

ELIGIBLE ACCOUNT: An account that is any of the following: (i)

maintained with a depository institution the short term deposits of which have

been rated by each Rating Agency in its highest rating available, or (ii) an

account or accounts in a depository institution in which such accounts are fully

insured to the limits established by the FDIC, provided that any deposits not so

insured shall, to the extent acceptable to the Note Insurer and each Rating

Agency, as evidenced in writing, be maintained such that (as evidenced by an

Opinion of Counsel delivered to the Indenture Trustee, the Note Insurer and each

Rating Agency) the Indenture Trustee have a claim with respect to the funds in

such account or a perfected first security interest against any collateral

(which shall be limited to Eligible Investments) securing such funds that is

superior to claims of any other depositors or creditors of the depository

institution with which such account is maintained, or (iii) in the case of the

Collection Account, either (A) a trust account or accounts maintained at the

Corporate Trust Department of the Indenture Trustee or (B) an account or

accounts maintained at the Corporate Trust Department of the Indenture Trustee,

as long as its short term debt obligations are rated P-1 by Moody's and A-1 by

Standard & Poor's or better and its long term debt obligations are rated A2 by

Moody's and A by Standard & Poor's or better, or (iv) in the case of the

Collection Account and the Payment Account, a trust account or accounts

maintained in the corporate trust division of the Indenture Trustee, or (v) an

account or accounts of a depository institution acceptable to each Rating Agency

as evidenced in writing by each Rating Agency that use of any such account as

the Collection Account or the Payment Account will not reduce the rating

assigned to any of the Securities by such Rating Agency below investment grade

without taking into account the Note Insurance Policy and acceptable to the Note

Insurer as evidenced in writing.

ELIGIBLE INVESTMENTS:  One or more of the following:

(i) direct obligations of, and obligations fully guaranteed

by, the United States of America, the Federal Home Mortgage

Corporation, the Federal National Mortgage Association, the Federal

Home Loan Banks or any agency or instrumentality of the United States

of America the obligations of which are backed by the full faith and

credit of the United States of America;

(ii) (A) demand and time deposits in, certificates of

deposit of, banker's acceptances issued by or federal funds sold by

any depository institution or trust company (including the Indenture

Trustee or its agent acting in their respective commercial capacities)

incorporated under the laws of the United States of America or any

State thereof and subject to supervision and examination by federal

and/or state authorities, so long as at the time of such investment or

contractual commitment providing for such investment, such depository

institution or trust company has a short term unsecured debt rating in

the highest available rating category of each of the Rating Agencies

and provided that each such investment has an original maturity of no

more than 365 days, and (B) any other demand or time deposit or

deposit which is fully insured by the Federal Deposit Insurance

Corporation;

(iii) repurchase obligations with a term not to exceed 30

days with respect to any security described in clause (i) above and

entered into with a depository institution or trust company (acting as

a principal) rated "A" or higher by S&P and A2 or higher by Moody's;

provided, however, that collateral transferred pursuant to such

repurchase obligation must (A) be valued weekly at current market

price plus accrued interest, (B) pursuant to such valuation, equal, at

all times, 105% of the cash transferred by the Indenture Trustee in

exchange for such collateral and (C) be delivered to the Indenture

Trustee or, if the Indenture Trustee is supplying the collateral, an

agent for the Indenture Trustee, in such a manner as to accomplish

perfection of a security interest in the collateral by possession of

certificated securities.

(iv) securities bearing interest or sold at a discount

issued by any corporation incorporated under the laws of the United

States of America or any State thereof which has a long term unsecured

debt rating in the highest available rating category of each of the

Rating Agencies at the time of such investment;

(v) commercial paper having an original maturity of less

than 365 days and issued by an institution having a short term

unsecured debt rating in the highest available rating category of each

of the Rating Agencies at the time of such investment;

(vi) a guaranteed investment contract approved by each of

the Rating Agencies and the Note Insurer and issued by an insurance

company or other corporation having a long term unsecured debt rating

in the highest available rating category of each of the Rating

Agencies at the time of such investment;

(vii) money market funds having ratings in the highest

available long-term rating category of each of the Rating Agencies at

the time of such investment; any such money market funds which provide

for demand withdrawals being conclusively deemed to satisfy any

maturity requirement for Eligible Investments set forth in the

Indenture; and

(viii) any investment approved in writing by each of the

Rating Agencies and the Note Insurer.

The Indenture Trustee may purchase from or sell to itself or an

affiliate, as principal or agent, the Eligible Investments listed above.

Provided, however, that each such instrument shall be acquired in an arm's

length transaction and no such instrument shall be an Eligible Investment if it

represents, either (1) the right to receive only interest payments with respect

to the underlying debt instrument or (2) the right to receive both principal and

interest payments derived from obligations underlying such instrument and the

principal and interest payments with respect to such instrument provide a yield

to maturity greater than 120% of the yield to maturity at par of such underlying

obligations; provided further, however, that each such instrument acquired shall

not be acquired at a price in excess of par.

ELIGIBLE SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted by the

Seller for a Deleted Mortgage Loan which must, on the date of such substitution,

as confirmed in an Officer's Certificate delivered to the Indenture Trustee, (i)

have an outstanding principal balance, after deduction of the principal portion

of the monthly payment due in the month of substitution (or in the case of a

substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an

aggregate outstanding principal balance, after such deduction), not in excess of

the outstanding principal balance of the Deleted Mortgage Loan (the amount of

any shortfall to be deposited by the Seller in the Collection Account in the

month of substitution); (ii) comply with each representation and warranty set

forth in clauses (ii) through (lxxvii) of Section 3.1(b) of the Mortgage Loan

Purchase Agreement other than clauses (ii), (iii), (v)-(xi), (xiii)-(xiv), (l),

(lxvi), (lxviii), (lxxi), (lxxiii); (iii) have a Mortgage Rate and Gross Margin

no lower than and not more than 1% per annum higher than the Mortgage Rate and

Gross Margin, respectively, of the Deleted Mortgage Loan as of the date of

substitution; (iv) have a Combined Loan-to-Value Ratio at the time of

substitution no higher than that of the Deleted Mortgage Loan at the time of

substitution; (v) have a remaining term to stated maturity not greater than (and

not more than one year less than) that of the Deleted Mortgage Loan and (vi) not

be 30 days or more delinquent.

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

EVENT OF DEFAULT: With respect to the Indenture, any one of the

following events (whatever the reason for such Event of Default and whether it

shall be voluntary or involuntary or be effected by operation of law or pursuant

to any judgment, decree or order of any court or any order, rule or regulation

of any administrative or governmental body):

(i) a default in (a) the payment of the Interest Payment

Amount or the Principal Payment Amount with respect to a Payment Date

on such Payment Date or (b) the Subordination Increase Amount or the

Available Funds Cap Carry-Forward Amount, but only, with respect to

clause (b), to the extent funds are available to make such payment as

provided in the Indenture; or

(ii) the failure by the Issuing Entity on the Final

Scheduled Payment Date to reduce the Note Principal Balance to zero;

or

(iii) there occurs a default in the observance or

performance of any covenant or agreement of the Issuing Entity made in

the Indenture, or any representation or warranty of the Issuing Entity

made in the Indenture or in any certificate or other writing delivered

pursuant hereto or in connection herewith proving to have been

incorrect in any material respect as of the time when the same shall

have been made, and such default shall continue or not be cured, or

the circumstance or condition in respect of which such representation

or warranty was incorrect shall not have been eliminated or otherwise

cured, for a period of 30 days after there shall have been given, by

registered or certified mail, to the Issuing Entity by the Indenture

Trustee or to the Issuing Entity and the Indenture Trustee by the Note

Insurer, or if a Note Insurer Default exists the Holders of at least

25% of the Outstanding Amount of the Notes, a written notice

specifying such default or incorrect representation or warranty and

requiring it to be remedied and stating that such notice is a notice

of default hereunder; or

(iv) there occurs the filing of a decree or order for relief

by a court having jurisdiction in the premises in respect of the

Issuing Entity or any substantial part of the Trust Estate in an

involuntary case under any applicable federal or state bankruptcy,

insolvency or other similar law now or hereafter in effect, or

appointing a receiver, liquidator, assignee, custodian, trustee,

sequestrator or similar official of the Issuing Entity or for any

substantial part of the Trust Estate, or ordering the winding-up or

liquidation of the Issuing Entity's affairs, and such decree or order

shall remain unstayed and in effect for a period of 60 consecutive

days; or

(v) there occurs the commencement by the Issuing Entity of a

voluntary case under any applicable federal or state bankruptcy,

insolvency or other similar law now or hereafter in effect, or the

consent by the Issuing Entity to the entry of an order for relief in

an involuntary case under any such law, or the consent by the Issuing

Entity to the appointment or taking possession by a receiver,

liquidator, assignee, custodian, trustee, sequestrator or similar

official of the Issuing Entity or for any substantial part of the

assets of the Trust Estate, or the making by the Issuing Entity of any

general assignment for the benefit of creditors, or the failure by the

Issuing Entity generally to pay its debts as such debts become due, or

the taking of any action by the Issuing Entity in furtherance of any

of the foregoing.

EVENT OF SERVICER TERMINATION: With respect to the Servicing Agreement,

a Servicing Default as defined in Section 6.01 of the Servicing Agreement.

EXCESS SUBORDINATION AMOUNT: With respect to any Payment Date, the

excess, if any, of (a) the Subordination Amount that would apply on such Payment

Date after taking into account all distributions to be made on such Payment Date

(exclusive of any reductions thereto attributable to Subordination Reduction

Amounts on such Payment Date) over (b) the Required Subordination Amount for

such Payment Date.

EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder.

EXPENSE ADJUSTED MORTGAGE RATE: For any Mortgage Loan, the rate equal

to the then applicable Mortgage Rate thereon minus the sum of (i) the Minimum

Spread and (ii) the Servicing Fee Rate and (iii) the Indenture Trustee Fee Rate.

EXPENSES: The meaning specified in Section 7.02 of the Trust Agreement.

FDIC: The Federal Deposit Insurance Corporation or any successor

thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, or any successor

thereto.

FINAL SCHEDULED PAYMENT DATE: The Payment Date occurring in _________

20__.

FIXED RATE MORTGAGE LOAN: Any Mortgage Loan with a fixed rate of

interest.

FNMA: The Federal National Mortgage Association, or any successor

thereto.

FORECLOSURE PROFIT: With respect to a Liquidated Mortgage Loan, the

amount, if any, by which (i) the aggregate of its Net Liquidation Proceeds

exceeds (ii) the related Principal Balance (plus accrued and unpaid interest

thereon at the applicable Mortgage Rate from the date interest was last paid

through the date of receipt of the final Liquidation Proceeds) of such

Liquidated Mortgage Loan immediately prior to the final recovery of its

Liquidation Proceeds.

GRANT: Pledge, bargain, sell, warrant, alienate, remise, release,

convey, assign, transfer, create, and grant a lien upon and a security interest

in and right of set-off against, deposit, set over and confirm pursuant to the

Indenture. A Grant of the Collateral or of any other agreement or instrument

shall include all rights, powers and options (but none of the obligations) of

the granting party thereunder, including the immediate and continuing right to

claim for, collect, receive and give receipt for principal and interest payments

in respect of such collateral or other agreement or instrument and all other

moneys payable thereunder, to give and receive notices and other communications,

to make waivers or other agreements, to exercise all rights and options, to

bring proceedings in the name of the granting party or otherwise, and generally

to do and receive anything that the granting party is or may be entitled to do

or receive thereunder or with respect thereto.

GROSS MARGIN: With respect to any Adjustable Rate Mortgage Loan, the

percentage set forth as the "Gross Margin" for such Mortgage Loan on the

Mortgage Loan Schedule, as adjusted from time to time in accordance with the

terms of the Servicing Agreement.

HOMES ACT:  The Helping Families Save Their Homes Act of 2009, as it may be amended from time to time.

INDEMNIFIED PARTY: The meaning specified in Section 7.02 of the Trust

Agreement.

INDENTURE: The indenture dated as of ______ __, 20__, between the

Issuing Entity, as debtor, and the Indenture Trustee, as Indenture Trustee.

INDENTURE TRUSTEE: _________________________________________, a

national banking association, and its successors and assigns or any successor

indenture trustee appointed pursuant to the terms of the Indenture.

INDENTURE TRUSTEE FEE: With respect to each Mortgage Loan and any

Payment Date the product of (i) the Indenture Trustee Fee Rate divided by 12 and

(ii) the Principal Balance of such Mortgage Loans as of such date.

INDENTURE TRUSTEE FEE RATE:  _____% per annum.

INDEPENDENT: When used with respect to any specified Person, the Person

(i) is in fact independent of the Issuing Entity, any other obligor on the

Notes, the Seller, the Issuing Entity, the Depositor and any Affiliate of any of

the foregoing Persons, (ii) does not have any direct financial interest or any

material indirect financial interest in the Issuing Entity, any such other

obligor, the Seller, the Issuing Entity, the Depositor or any Affiliate of any

of the foregoing Persons and (iii) is not connected with the Issuing Entity, any

such other obligor, the Seller, the Issuing Entity, the Depositor or any

Affiliate of any of the foregoing Persons as an officer, employee, promoter,

underwriter, trustee, partner, director or person performing similar functions.

INDEPENDENT CERTIFICATE: A certificate or opinion to be delivered to

the Indenture Trustee under the circumstances described in, and otherwise

complying with, the applicable requirements of Section 10.01 of the Indenture,

made by an Independent appraiser or other expert appointed by an Issuing Entity

Order and approved by the Indenture Trustee in the exercise of reasonable care,

and such opinion or certificate shall state that the signer has read the

definition of "Independent" in this Indenture and that the signer is Independent

within the meaning thereof.

INDEX: With respect to any Adjustable Rate Mortgage Loan, index for the

adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

INITIAL NOTE PRINCIPAL BALANCE: With respect to the Notes,

$______________.

INITIAL SUBSERVICER:  _____________, a __________ corporation.

INSOLVENCY EVENT: With respect to a specified Person, (a) the filing of

a decree or order for relief by a court having jurisdiction in the premises in

respect of such Person or any substantial part of its property in an involuntary

case under any applicable bankruptcy, insolvency or other similar law now or

hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,

trustee, sequestrator or similar official for such Person or for any substantial

part of its property, or ordering the winding-up or liquidation of such Person's

affairs, and such decree or order shall remain unstayed and in effect for a

period of 60 consecutive days; or (b) the commencement by such Person of a

voluntary case under any applicable bankruptcy, insolvency or other similar law

now or hereafter in effect, or the consent by such Person to the entry of an

order for relief in an involuntary case under any such law, or the consent by

such Person to the appointment of or taking possession by a receiver,

liquidator, assignee, custodian, trustee, sequestrator or similar official for

such Person or for any substantial part of its property, or the making by such

Person of any general assignment for the benefit of creditors, or the failure by

such Person generally to pay its debts as such debts become due or the admission

by such Person in writing (as to which the Indenture Trustee shall have notice)

of its inability to pay its debts generally, or the adoption by the Board of

Directors or managing member of such Person of a resolution which authorizes

action by such Person in furtherance of any of the foregoing.

INSURANCE AGREEMENT: The insurance and reimbursement agreement dated as

of _____ __, 20__, among the Master Servicer, the Seller, the Depositor, the

Issuing Entity, Indenture Trustee and the Note Insurer, including any amendments

and supplements thereto.

INSURANCE PROCEEDS: Proceeds paid by any insurer (other than the Note

Insurer) pursuant to any insurance policy covering a Mortgage Loan which are

required to be remitted to the Master Servicer, or amounts required to be paid

by the Master Servicer pursuant to the Servicing Agreement, net of any component

thereof (i) covering any expenses incurred by or on behalf of the Master

Servicer in connection with obtaining such proceeds, (ii) that is applied to the

restoration or repair of the related Mortgaged Property, (iii) released to the

Mortgagor in accordance with the Master Servicer's normal servicing procedures

or (iv) required to be paid to any holder of a mortgage senior to such Mortgage

Loan.

INSURED PAYMENT: Shall have the meaning set forth in the Note

Insurance Policy.

INTEREST DETERMINATION DATE: With respect to any Interest Period, the

second London Business Day preceding the commencement of such Interest Period.

INTEREST PAYMENT AMOUNT: With respect to any Payment Date, an amount

equal to interest accrued during the related Interest Period on the Note

Principal Balance thereof at the then-applicable Note Interest Rate, minus any

Prepayment Interest Shortfalls and Relief Act Shortfalls to the extent not

covered by the Master Servicer by Compensating Interest for such Payment Date.

INTEREST PERIOD: With respect to any Payment Date other than the first

Payment Date, the period beginning on the preceding Payment Date and ending on

the day preceding such Payment Date, and in the case of the first Payment Date,

the period beginning on the Closing Date and ending on the day preceding the

first Payment Date.

INTEREST RATE ADJUSTMENT DATE: With respect to each Mortgage Loan, the

date or dates on which the Mortgage Rate is adjusted in accordance with the

related Mortgage Note.

ISSUING ENTITY: The Opteum Mortgage Acceptance Corporation MBN Trust Series

20__-_, a Delaware statutory trust, or its successor in interest.

ISSUER REQUEST: A written order or request signed in the name of the

Issuing Entity by any one of its Authorized Officers and approved in writing by

the Note Insurer, so long as no Note Insurer Default exists and delivered to the

Indenture Trustee.

LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or

(ii) a day on which banking institutions in the State of New York, Delaware or

California, or in the city of London, England are required or authorized by law

to be closed.

LIEN: Any mortgage, deed of trust, pledge, conveyance, hypothecation,

assignment, participation, deposit arrangement, encumbrance, lien (statutory or

other), preference, priority right or interest or other security agreement or

preferential arrangement of any kind or nature whatsoever, including, without

limitation, any conditional sale or other title retention agreement, any

financing lease having substantially the same economic effect as any of the

foregoing and the filing of any financing statement under the UCC (other than

any such financing statement filed for informational purposes only) or

comparable law of any jurisdiction to evidence any of the foregoing; provided,

however, that any assignment pursuant to Section 6.02 of the Servicing Agreement

shall not be deemed to constitute a Lien.

LIFETIME RATE CAP: With respect to each Mortgage Loan with respect to

which the related Mortgage Note provides for a lifetime rate cap, the maximum

Mortgage Rate permitted over the life of such Mortgage Loan under the terms of

such Mortgage Note, as set forth on the Mortgage Loan Schedule and initially as

set forth on Exhibit A to the Servicing Agreement.

LIQUIDATED MORTGAGE LOAN: With respect to any Payment Date, any

Mortgage Loan in respect of which the Master Servicer has determined, in

accordance with the servicing procedures specified in the Servicing Agreement,

as of the end of the related Prepayment Period that substantially all

Liquidation Proceeds which it reasonably expects to recover with respect to the

disposition of the related REO Property have been recovered.

LIQUIDATION EXPENSES: Out-of-pocket expenses (exclusive of overhead)

which are incurred by or on behalf of the Master Servicer in connection with the

liquidation of any Mortgage Loan and not recovered under any insurance policy,

such expenses including, without limitation, legal fees and expenses, any

unreimbursed amount expended (including, without limitation, amounts advanced to

correct defaults on any mortgage loan which is senior to such Mortgage Loan and

amounts advanced to keep current or pay off a mortgage loan that is senior to

such Mortgage Loan) respecting the related Mortgage Loan and any related and

unreimbursed expenditures for real estate property taxes or for property

restoration, preservation or insurance against casualty loss or damage.

LIQUIDATION PROCEEDS: Proceeds (including Insurance Proceeds but not

including amounts drawn under the Note Insurance Policy) received in connection

with the liquidation of any Mortgage Loan or related REO Property, whether

through trustee's sale, foreclosure sale or otherwise.

LOAN YEAR: With respect to any Mortgage Loan, the one year period

commencing on the day succeeding the origination of such Mortgage Loan and

ending on the anniversary date of such Mortgage Loan, and each annual period

thereafter.

LONDON BUSINESS DAY: Any day on which banks in the City of London,

England are open and conducting transactions in United States dollars.

LOST NOTE AFFIDAVIT: With respect to any Mortgage Loan as to which the

original Mortgage Note has been permanently lost or destroyed and has not been

replaced, an affidavit from the Seller certifying that the original Mortgage

Note has been lost, misplaced or destroyed (together with a copy of the related

Mortgage Note).

MASTER SERVICER: _______________________, a __________ corporation,

and its successors and assigns.

MASTER SERVICING FEE: With respect to each Mortgage Loan and any

Payment Date the product of (i) the Master Servicing Fee Rate divided by 12 and

(ii) the Principal Balance of such Mortgage Loans as of such date.

MASTER SERVICING FEE RATE: With respect to each Mortgage Loan, ____%

per annum.

MAXIMUM NOTE INTEREST RATE: With respect to any Payment Date, the per

annum rate equal to the fraction, expressed as a percentage, the numerator of

which is (i) an amount equal to (A) 1/12 of the aggregate Principal Balance of

the then outstanding Mortgage Loans times the weighted average of the Expense

Adjusted Maximum Mortgage Rates on the then outstanding Mortgage Loans minus (B)

the Administrative Fee for such Payment Date, and the denominator of which is

(ii) an amount equal to (A) the aggregate Note Principal Balance of the Notes

multiplied by (B) the actual number of days elapsed in the related Interest

Period divided by 360.

MAXIMUM MORTGAGE RATE: With respect to each Adjustable Rate Mortgage

Loan, the maximum Mortgage Rate.

MINIMUM MORTGAGE RATE: With respect to each Adjustable Rate Mortgage

Loan, the minimum Mortgage Rate.

MINIMUM SPREAD:  ____% per annum.

MONTHLY PAYMENT: With respect to any Mortgage Loan (including any REO

Property) and any Due Date, the payment of principal and interest due thereon in

accordance with the amortization schedule at the time applicable thereto (after

adjustment, if any, for partial Prepayments and for Deficient Valuations

occurring prior to such Due Date but before any adjustment to such amortization

schedule by reason of any bankruptcy, other than a Deficient Valuation, or

similar proceeding or any moratorium or similar waiver or grace period).

MOODY'S: Moody's Investors Service, Inc. or its successor in interest.

MORTGAGE: The mortgage, deed of trust or other instrument creating a

first or second lien on an estate in fee simple interest in real property

securing a Mortgage Loan.

MORTGAGE FILE: The file containing the Related Documents pertaining to

a particular Mortgage Loan and any additional documents required to be added to

the Mortgage File pursuant to the Mortgage Loan Purchase Agreement or the

Servicing Agreement.

MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement,

dated as of the Cut-Off Date, between the Seller, as seller, and the Purchaser,

as purchaser, with respect to the Mortgage Loans, dated as of ______ __, 20__.

MORTGAGE LOAN SCHEDULE: With respect to any date, the schedule of

Mortgage Loans held by the Issuing Entity on such date. The initial schedule of

Mortgage Loans as of the Cut-Off Date is the schedule set forth in Exhibit A of

the Servicing Agreement, which schedule sets forth as to each Mortgage Loan

(i) the loan number and name of the Mortgagor;

(ii) the city, state and zip code of the Mortgaged Property;

(iii) the Mortgage Rate;

(iv) the Maximum Rate;

(v) the maturity date;

(vi) the original principal balance;

(vii) the first payment date;

(viii) the type of Mortgaged Property;

(ix) the Monthly Payment in effect as of the Cut-Off Date;

(x) the Cut-off Date Principal Balance;

(xi) the occupancy status;

(xii) the purpose of the Mortgage Loan;

(xiii) the Appraised Value of the Mortgaged Property;

(xiv) the original term to maturity;

(xv) the paid-through date of the Mortgage Loan;

(xvi) the Loan-to-Value Ratio; and

(xvii) whether or not the Mortgage Loan was underwritten

pursuant to a limited documentation program.

The Mortgage Loan Schedule shall also set forth the total of the

amounts described under (ix) above for all of the Mortgage Loans.

MORTGAGE LOANS: At any time, collectively, all Mortgage Loans that have

been sold to the Depositor under the Mortgage Loan Purchase Agreement or

substituted for pursuant to Section 2.1 and 3.1 of the Mortgage Loan Purchase

Agreement and transferred and conveyed to the Issuing Entity, in each case

together with the Related Documents, and that remain subject to the terms

thereof.

MORTGAGE NOTE: The note or other evidence of the indebtedness of a

Mortgagor under a Mortgage Loan.

MORTGAGE RATE: With respect to any Mortgage Loan, the annual rate at

which interest accrues on such Mortgage Loan.

MORTGAGED PROPERTY: The underlying property, including real property

and improvements thereon, securing a Mortgage Loan.

MORTGAGOR: The obligor or obligors under a Mortgage Note.

NET LIQUIDATION PROCEEDS: With respect to any Liquidated Mortgage

Loan, Liquidation Proceeds net of Liquidation Expenses.

NET MONTHLY EXCESS CASHFLOW: For any Payment Date, the amount of

Available Funds and any Insured Payment remaining after distributions pursuant

to clauses (i) through (iii) of Section 3.05 of the Indenture (minus any Insured

Payment and any Subordination Reduction Amount).

NET MORTGAGE RATE: With respect to any Mortgage Loan and any day, the

related Mortgage Rate less the sum of the related Servicing Fee Rate, the

Administrative Fee Rate and the Indenture Trustee Fee Rate.

NONRECOVERABLE ADVANCE: Any advance (i) which was previously made or is

proposed to be made by the Master Servicer; and (ii) which, in the good faith

judgment of the Master Servicer, will not or, in the case of a proposed advance,

would not, be ultimately recoverable by the Master Servicer from Liquidation

Proceeds, Insurance Proceeds or future payments on any Mortgage Loan.

NOTE INSURANCE POLICY: The bond guaranty insurance policy number 21885,

issued by the Note Insurer to the Indenture Trustee for the benefit of the

Noteholders.

NOTE INSURER: MBIA Insurance Corporation, a New York insurance company,

any successor thereto or any replacement bond insurer substituted pursuant to

Section 3.29 of the Indenture.

NOTE INSURER DEFAULT: The existence and continuance of any of the

following: (a) a failure by the Note Insurer to make a payment required under

the Note Insurance Policy in accordance with its terms; or (b)(i) the Note

Insurer (A) files any petition or commences any case or proceeding under any

provision or chapter of the Bankruptcy Code or any other similar federal or

state law relating to insolvency, bankruptcy, rehabilitation, liquidation or

reorganization, (B) makes a general assignment for the benefit of its creditors,

or (C) has an order for relief entered against it under the Bankruptcy Code or

any other similar federal or state law relating to insolvency, bankruptcy,

rehabilitation, liquidation or reorganization which is final and nonappealable;

or (ii) a court of competent jurisdiction, the New York Department of Insurance

or other competent regulatory authority enters a final and nonappealable order,

judgment or decree (A) appointing a custodian, trustee, agent or receiver for

the Note Insurer or for all or any material portion of its property or (B)

authorizing the taking of possession by a custodian, trustee, agent or receiver

of the Note Insurer (or the taking of possession of all or any material portion

of the property of the Note Insurer).

NOTE INTEREST RATE: With respect to each Payment Date after the first

Payment Date, a floating rate equal to the lesser of (i) with respect to each

Payment Date up to and including the Payment Date in _________ 20__, One-Month

LIBOR plus ____%, and with respect to each Payment Date thereafter, One-Month

LIBOR plus ____% and (ii) the Available Funds Interest Rate with respect to such

Payment Date. The Note Interest Rate for the first Payment Date will equal ____%

per annum.

NOTE OWNER:  The Beneficial Owner of a Note.

NOTE PERCENTAGE: With respect to any Payment Date and any Note, the

ratio expressed as a percentage of the Note Principal Balance of such Note to

the aggregate Note Principal Balance of all Notes immediately prior to such

Payment Date.

NOTE PRINCIPAL BALANCE: With respect to any Note, the initial Note

Principal Balance thereof minus all amounts distributed in respect of principal

with respect to such Note.

NOTE REGISTER: The register maintained by the Note Registrar in which

the Note Registrar shall provide for the registration of Notes and of transfers

and exchanges of Notes.

NOTE REGISTRAR: The Indenture Trustee, in its capacity as Note

Registrar.

NOTEHOLDER: The Person in whose name a Note is registered in the Note

Register, except that, any Note registered in the name of the Depositor, the

Issuing Entity or the Indenture Trustee or any Affiliate of any of them shall be

deemed not to be outstanding and the registered holder will not be considered a

Noteholder or holder for purposes of giving any request, demand, authorization,

direction, notice, consent or waiver under the Indenture or the Trust Agreement

provided that, in determining whether the Indenture Trustee shall be protected

in relying upon any such request, demand, authorization, direction, notice,

consent or waiver, only Notes that the Indenture Trustee or the Owner Trustee

knows to be so owned shall be so disregarded. Owners of Notes that have been

pledged in good faith may be regarded as Holders if the pledgee establishes to

the satisfaction of the Indenture Trustee or the Owner Trustee the pledgee's

right so to act with respect to such Notes and that the pledgee is not the

Issuing Entity, any other obligor upon the Notes or any Affiliate of any of the

foregoing Persons. Any bonds on which payments are made under the Note Insurance

Policy shall be deemed Outstanding until the Note Insurer has been reimbursed

with respect thereto and the Note Insurer shall be deemed the Noteholder thereof

to the extent of such unreimbursed payment.

NOTES:  The Notes designated as the "Notes" in the Indenture.

NRSRO:  Any nationally recognized statistical rating organization for purposes of Rule 17g-5 under the Exchange Act.

NRSRO CERTIFICATION:  A certification in the form of Exhibit G to the Servicing Agreement.

OFFICER'S CERTIFICATE: With respect to the Master Servicer, a

certificate signed by the President, Managing Director, a Director, a Vice

President or an Assistant Vice President, of the Master Servicer and delivered

to the Indenture Trustee. With respect to the Issuing Entity, a certificate

signed by any Authorized Officer of the Issuing Entity, under the circumstances

described in, and otherwise complying with, the applicable requirements of

Section 10.01 of the Indenture, and delivered to the Indenture Trustee. Unless

otherwise specified, any reference in the Indenture to an Officer's Certificate

shall be to an Officer's Certificate of any Authorized Officer of the Issuing

Entity.

ONE-MONTH LIBOR: With respect to any Interest Period, the rate

determined by the Indenture Trustee on the related Interest Determination Date

on the basis of the offered rates of the Reference Banks for one-month United

States dollar deposits, as such rates appear on the Reuters Screen LIBOR Page,

as of 11:00 a.m. (London time) on such Interest Determination Date. On each

Interest Determination Date, One-Month LIBOR for the related Interest Period

will be established by the Indenture Trustee as follows:

(i) If on such Interest Determination Date two or more

Reference Banks provide such offered quotations, One-Month LIBOR for

the related Interest Period shall be the arithmetic mean of such

offered quotations (rounded upwards if necessary to the nearest whole

multiple of 1/16%).

(ii) If on such Interest Determination Date fewer than two

Reference Banks provide such offered quotations, One-Month LIBOR for

the related Interest Period shall be the higher of (i) One-Month LIBOR

as determined on the previous Interest Determination Date and (ii) the

Reserve Interest Rate.

OPINION OF COUNSEL: A written opinion of counsel acceptable to Note

Insurer who may be in-house counsel for the Master Servicer if acceptable to the

Indenture Trustee, the Note Insurer and the Rating Agencies or counsel for the

Depositor, as the case may be.

ORIGINAL SPECIFIED SUBORDINATION AMOUNT: An amount equal to ____% of

the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.

ORIGINAL VALUE: Except in the case of a refinance Mortgage Loan, the

lesser of the Appraised Value or sales price of Mortgaged Property at the time a

Mortgage Loan is closed, and for a refinance Mortgage Loan, the Original Value

is the value of such property set forth in an appraisal acceptable to the Master

Servicer.

ORIGINATOR:  Each of [_________], as applicable, and any successor thereto.

OUTSTANDING: With respect to the Notes, as of the date of

determination, all Notes theretofore executed, authenticated and delivered under

this Indenture except:

(i) Notes theretofore cancelled by the Note Registrar or

delivered to the Indenture Trustee for cancellation; and

(ii) Notes in exchange for or in lieu of which other Notes

have been executed, authenticated and delivered pursuant to the

Indenture unless proof satisfactory to the Indenture Trustee is

presented that any such Notes are held by a holder in due course;

(iii) Notes that have been paid with funds provided under

the Note Insurance Policy shall be deemed to be Outstanding until the

Note Insurer has been reimbursed with respect thereto.

OWNER TRUST: The Opteum Mortgage Acceptance Corporation MBN Trust Series

20__-_ to be created pursuant to the Trust Agreement.

OWNER TRUST ESTATE: The corpus of the Issuing Entity created by the

Trust Agreement which consists of items in Section 2.01 of the Trust Agreement.

OWNER TRUSTEE: ________________________ and its successors and assigns

or any successor owner trustee appointed pursuant to the terms of the Trust

Agreement.

OWNER TRUSTEE FEE:

OWNER TRUSTEE FEE RATE: ______% per annum.

PAYING AGENT: Any paying agent or co-paying agent appointed pursuant

to Section 3.03 of the Indenture, which initially shall be the Indenture

Trustee.

PAYMENT ACCOUNT: The account established by the Indenture Trustee

pursuant to Section 8.02 of the Indenture and Section 4.03 of the Servicing

Agreement. The Payment Account shall be an Eligible Account.

PAYMENT DATE: The 25th day of each month, or if such day is not a

Business Day, then the next Business Day.

PERCENTAGE INTEREST: With respect to any Note, the percentage obtained

by dividing the Note Principal Balance of such Note by the aggregate of the Note

Principal Balances of all Notes. With respect to any Certificate, the percentage

on the face thereof.

PERSON: Any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization or

government or any agency or political subdivision thereof.

POOL BALANCE: With respect to any date, the aggregate of the Principal

Balances of all Mortgage Loans as of such date.

PREFERENCE AMOUNT: Any amount previously distributed to an Owner on the

Notes that is recoverable and sought to be recovered as a voidable preference by

a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11

U.S.C.), as amended from time to time, in accordance with a final nonappealable

order of a court having competent jurisdiction.

PREMIUM AMOUNT: The amount of premium due to the Note Insurer in

accordance with the terms of the Insurance Agreement.

PREPAYMENT INTEREST SHORTFALL: As to any Payment Date and any Mortgage

Loan (other than a Mortgage Loan relating to an REO Property) that was the

subject of (a) a Principal Prepayment in full during the related Prepayment

Period, an amount equal to the excess of interest accrued during the related

Prepayment Period at the Net Mortgage Rate on the Principal Balance of such

Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate)

paid by the Mortgagor for such Prepayment Period to the date of such Principal

Prepayment in full or (b) a partial Prepayment during the prior calendar month,

an amount equal to interest accrued during the related Prepayment Period at the

Net Mortgage Rate on the amount of such partial Prepayment.

PREPAYMENT PERIOD: As to any Payment Date, the calendar month preceding

the month of distribution.

PRIMARY INSURANCE POLICY: Each primary policy of mortgage guaranty

insurance issued by a Qualified Insurer or any replacement policy therefor.

PRINCIPAL BALANCE: With respect to any Mortgage Loan or related REO

Property, at any given time, (i) the Cut-off Date Principal Balance of the

Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly

Payments due with respect to such Mortgage Loan or REO Property during each Due

Period ending prior to the most recent Payment Date which were received or with

respect to which an Advance was made, and (b) all Principal Prepayments with

respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,

Liquidation Proceeds and REO Proceeds, to the extent applied by the Master

Servicer as recoveries of principal in accordance with the Servicing Agreement

with respect to such Mortgage Loan or REO Property, and (c) any Realized Loss

with respect thereto for any previous Payment Date.

PRINCIPAL PAYMENT AMOUNT: With respect to any Payment Date (a) other

than the Final Scheduled Payment Date, and the first Payment Date following any

acceleration of the Notes following an Event of Default, the lesser of (a) the

sum of the Available Funds remaining after distributions pursuant to clause (i)

of Section 3.05 of the Indenture and any portion of any Insured Payment for such

Payment Date representing a Subordination Deficit and (b) the sum of:

(1) the principal portion of all Monthly Payments received during the

related Due Period or advanced on each Mortgage Loan;

(2) the Principal Balance of any Mortgage Loan repurchased during the

related Prepayment Period (or deemed to have been so repurchased) pursuant to

the Mortgage Loan Purchase Agreement or Section 3.18 of the Servicing Agreement

and the amount of any Substitution Adjustment Amounts during the related

Prepayment Period;

(3) the principal portion of all other unscheduled collections

(including, without limitation, Principal Prepayments in full, partial

Prepayments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received

during the related Prepayment Period to the extent applied by the Master

Servicer as payments or recoveries of principal of the related Mortgage Loan;

(4) any Insured Payment made with respect to any Subordination Deficit;

and

MINUS

(5) the amount of any Subordination Reduction Amount for such Payment

Date;

and (b) with respect to the Final Scheduled Payment Date, and the first

Payment Date following any acceleration of the Notes following an Event of

Default, the amount necessary to reduce the Note Principal Balance to zero.

PRINCIPAL PREPAYMENT: Any payment of principal made by the Mortgagor on

a Mortgage Loan which is received in advance of its scheduled Due Date and which

is not accompanied by an amount of interest representing scheduled interest due

on any date or dates in any month or months subsequent to the month of

prepayment.

PROCEEDING: Any suit in equity, action at law or other judicial or

administrative proceeding.

PURCHASE PRICE: The meaning specified in Section 2.2(a) of the

Mortgage Loan Purchase Agreement.

PURCHASER: _________________________, a ____________ corporation, and

its successors and assigns.

QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified

as such under the laws of the state of its principal place of business and each

state having jurisdiction over such insurer in connection with the insurance

policy issued by such insurer, duly authorized and licensed in such states to

transact a mortgage guaranty insurance business in such states and to write the

insurance provided by the insurance policy issued by it, approved as an insurer

by the Master Servicer and as a FNMA-approved mortgage insurer.

RATING AGENCY: Any nationally recognized statistical rating

organization, or its successor, that rated the Notes at the request of the

Depositor at the time of the initial issuance of the Notes. Initially, Moody's

or Standard & Poor's. If such organization or a successor is no longer in

existence, "Rating Agency" shall be such nationally recognized statistical

rating organization, or other comparable Person, designated by the Note Insurer

so long as no Note Insurer Default exists, notice of which designation shall be

given to the Indenture Trustee. References herein to the highest short term

unsecured rating category of a Rating Agency shall mean A-1 or better in the

case of Standard & Poor's and P-1 or better in the case of Moody's and in the

case of any other Rating Agency shall mean such equivalent ratings. References

herein to the highest long-term rating category of a Rating Agency shall mean

"AAA" in the case of Standard & Poor's and "Aaa" in the case of Moody's and in

the case of any other Rating Agency, such equivalent rating.

RATING AGENCY INFORMATION:  The notices, information, reports, certifications and oral and written statements required to be provided to a Rating Agency pursuant to the Basic Documents or Rule 17g-5 under the Exchange Act.

REALIZED LOSS: With respect to each Mortgage Loan (or REO Property) as

to which a Cash Liquidation or REO Disposition has occurred, an amount (not less

than zero) equal to (i) the Principal Balance of the Mortgage Loan (or REO

Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)

interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the

Due Date as to which interest was last paid or advanced to Noteholders up to the

last day of the month in which the Cash Liquidation (or REO Disposition)

occurred on the Principal Balance of such Mortgage Loan (or REO Property)

outstanding during each Due Period that such interest was not paid or advanced,

minus (iii) the proceeds, if any, received during the month in which such Cash

Liquidation (or REO Disposition) occurred, to the extent applied as recoveries

of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net

of the portion thereof reimbursable to the Master Servicer or any Subservicer

with respect to related Advances or expenses as to which the Master Servicer or

Subservicer is entitled to reimbursement thereunder but which have not been

previously reimbursed. With respect to each Mortgage Loan which has become the

subject of a Deficient Valuation, the difference between the principal balance

of the Mortgage Loan outstanding immediately prior to such Deficient Valuation

and the principal balance of the Mortgage Loan as reduced by the Deficient

Valuation. With respect to each Mortgage Loan which has become the object of a

Debt Service Reduction, the amount of such Debt Service Reduction.

RECORD DATE: With respect to the Notes and any Payment Date, the last

day of the calendar month preceding such Payment Date.

REFERENCE BANKS: Bankers Trust Company, Barclay's Bank PLC, The Bank of

Tokyo and National Westminster Bank PLC and their successors in interest;

provided that if any of the foregoing banks are not suitable to serve as a

Reference Bank, then any leading banks selected by the Indenture Trustee which

are engaged in transactions in Eurodollar deposits in the international

Eurocurrency market (i) with an established place of business in London, (ii)

not controlling, under the control of or under common control with the Company

or any Affiliate thereof, (iii) whose quotations appear on the Reuters Screen

LIBO Page on the relevant Interest Determination Date and (iv) which have been

designated as such by the Indenture Trustee.

REGISTERED HOLDER: The Person in whose name a Note is registered in the

Note Register on the applicable Record Date.

RELATED DOCUMENTS: With respect to each Mortgage Loan, the documents

specified in Section 2.1(b) of the Mortgage Loan Purchase Agreement and any

documents required to be added to such documents pursuant to the Mortgage Loan

Purchase Agreement, the Trust Agreement, Indenture or the Servicing Agreement.

RELIEF ACT: The Servicemembers Civil Relief Act, as amended.

RELIEF ACT SHORTFALL: For any Payment Date, As to any Payment Date and

any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) any

shortfalls relating to the Relief Act or similar legislation or regulations.

REO ACQUISITION: The acquisition by the Master Servicer on behalf of

the Indenture Trustee for the benefit of the Noteholders of any REO Property

pursuant to Section 3.13 of the Servicing Agreement.

REO DISPOSITION: As to any REO Property, a determination by the Master

Servicer that it has received substantially all Insurance Proceeds, Liquidation

Proceeds, REO Proceeds and other payments and recoveries (including proceeds of

a final sale) which the Master Servicer expects to be finally recoverable from

the sale or other disposition of the REO Property.

REO IMPUTED INTEREST: As to any REO Property, for any period, an amount

equivalent to interest (at the Net Mortgage Rate that would have been applicable

to the related Mortgage Loan had it been outstanding) on the unpaid principal

balance of the Mortgage Loan as of the date of acquisition thereof for such

period.

REO PROCEEDS: Proceeds, net of expenses, received in respect of any REO

Property (including, without limitation, proceeds from the rental of the related

Mortgaged Property) which proceeds are required to be deposited into the

Collection Account only upon the related REO Disposition.

REO PROPERTY: A Mortgaged Property that is acquired by the Issuing

Entity in foreclosure or by deed in lieu of foreclosure.

REPURCHASE EVENT: With respect to any Mortgage Loan, either (i) a

discovery that, as of the Closing Date the related Mortgage was not a valid lien

on the related Mortgaged Property subject only to (A) the lien of any prior

mortgage indicated on the Mortgage Loan Schedule, (B) the lien of real property

taxes and assessments not yet due and payable, (C) covenants, conditions, and

restrictions, rights of way, easements and other matters of public record as of

the date of recording of such Mortgage and such other permissible title

exceptions as are permitted and (D) other matters to which like properties are

commonly subject which do not materially adversely affect the value, use,

enjoyment or marketability of the related Mortgaged Property or (ii) with

respect to any Mortgage Loan as to which the Seller delivers an affidavit

certifying that the original Mortgage Note has been lost or destroyed, a

subsequent default on such Mortgage Loan if the enforcement thereof or of the

related Mortgage is materially and adversely affected by the absence of such

original Mortgage Note.

REPURCHASE PRICE: With respect to any Mortgage Loan required to be

repurchased on any date pursuant to the Mortgage Loan Purchase Agreement or

purchased by the Master Servicer pursuant to the Servicing Agreement, an amount

equal to the sum, without duplication, of (i) 100% of the Principal Balance

thereof (without reduction for any amounts charged off) and (ii) unpaid accrued

interest at the Mortgage Rate on the outstanding principal balance thereof from

the Due Date to which interest was last paid by the Mortgagor to the first day

of the month following the month of purchase plus (iii) the amount of Advances

and any unreimbursed Servicing Advances or unreimbursed Advances made with

respect to such Mortgage Loan plus (iv) any other amounts owed to the Master

Servicer or the Subservicer pursuant to Section 3.07 of the Servicing Agreement

not included in clause (iii) of this definition.

REQUIRED SUBORDINATION AMOUNT: With respect to any Payment Date

occurring from the initial Payment Date and ending on the later of (i) the date

on which the aggregate Principal Balance of the Mortgage Loans is 50% of the

initial aggregate Principal Balance of the Mortgage Loans and (ii) the 30th

Payment Date, the greater of:

(a) the Original Specified Subordination Amount; and

(b) two times the excess of (1) 50% of the aggregate Principal Balance

of the Mortgage Loans which are 91 or more days delinquent (including Mortgage

Loans in foreclosure and REO Properties) as of such date over (2) two times the

current Net Monthly Excess Cash Flow for such Payment Date; and

with respect to any Payment Date thereafter, the greatest of:

(c) the lesser of (1) the Original Specified Subordination Amount and

(2) two times ____% times the aggregate Note Principal Balance as of such

Payment Date;

(d) two times the excess of (A) 50% of the aggregate Principal Balance

of the Mortgage Loans which are 91 or more days delinquent (including Mortgage

Loans in foreclosure and REO Properties) as of such date over (B) two times the

current Net Monthly Excess Cash Flow for such Payment Date;

(e) 0.5% of the Cut-Off Date Principal Balance of the Mortgage Loans;

and

(f) an amount equal to the outstanding balance of the four largest

Mortgage Loans as of the Cut-Off Date;

Provided, however, that if (x) a Servicer Default has occurred and is continuing

as of such Payment Date, and such Servicer Default has not been waived by the

Note Insurer or (y) a claim has been made on the Note Insurance Policy by the

Indenture Trustee, the Required Subordination Amount shall not decrease on any

Payment Date.

RESERVE INTEREST RATE: With respect to any Interest Determination Date,

the rate per annum that the Indenture Trustee determines to be either (i) the

arithmetic mean (rounded upwards if necessary to the nearest whole multiple of

1/16%) of the three-month United States dollar lending rates which New York City

banks selected by the Indenture Trustee are quoting on the relevant Interest

Determination Date to the principal London offices of leading banks in the

London interbank market or (ii) in the event that the Indenture Trustee can

determine no such arithmetic mean, the lowest three-month United States dollar

lending rate which New York City banks selected by the Indenture Trustee are

quoting on such Interest Determination Date to leading European banks.

RESPONSIBLE OFFICER: With respect to the Indenture Trustee, any officer

of the Indenture Trustee with direct responsibility for the administration of

the Trust Agreement and also, with respect to a particular matter, any other

officer to whom such matter is referred because of such officer's knowledge of

and familiarity with the particular subject.

RULE 15GA-1 INFORMATION:  As defined in Section 3.18(a) of the Servicing Agreement.

RULE 17G-5 INFORMATION PROVIDER:  The [_______].

RULE 17G-5 WEBSITE:  The website maintained by the [________] pursuant to Section 3.30.

SECTION 404 NOTICE:  The notice required under Section 404 of the Homes Act.

SECURITIES ACT: The Securities Act of 1933, as amended, and the rules

and regulations promulgated thereunder.

SECURITY:  Any of the Certificates or Notes.

SECURITYHOLDER OR HOLDER: Any Noteholder or a Certificateholder.

SECURITY INSTRUMENT: A written instrument creating a valid first lien

on a Mortgaged Property securing a Mortgage Note, which may be any applicable

form of mortgage, deed of trust, deed to secure debt or security deed, including

any riders or addenda thereto.

SELLER: _______________________, a __________ corporation, and its

successors and assigns.

SERVICING ACCOUNT: The separate trust account created and maintained by

the Master Servicer or each Subservicer with respect to the Mortgage Loans or

REO Property, which shall be an Eligible Account, for collection of taxes,

assessments, insurance premiums and comparable items as described in Section

3.08 of the Servicing Agreement.

SERVICING ADVANCES: All customary, reasonable and necessary "out of

pocket" costs and expenses incurred in connection with a default, delinquency or

other unanticipated event in the performance by the Master Servicer of its

servicing obligations, including, without duplication, but not limited to, the

cost of (i) the preservation, restoration and protection of a Mortgaged

Property, (ii) any enforcement or judicial proceedings, including foreclosures,

(iii) the management and liquidation of any REO Property and (iv) compliance

with the obligations under Sections 3.10, 3.11, 3.13 of the Servicing Agreement.

SERVICING AGREEMENT: The Servicing Agreement dated as of ______ __,

20__, between the Master Servicer and the Issuing Entity.

SERVICING CERTIFICATE: A certificate completed and executed by a

Servicing Officer on behalf of the Master Servicer in accordance with Section

4.01 of the Servicing Agreement.

SERVICING DEFAULT: The meaning assigned in Section 6.01 of the

Servicing Agreement.

SERVICING FEE: With respect to any Mortgage Loan, the sum of the

related Master Servicing Fee and the related Subservicing Fee.

SERVICING FEE RATE: With respect to any Mortgage Loan, the sum of the

related Master Servicing Fee Rate and the Subservicing Fee Rate.

SERVICING OFFICER: Any officer of the Master Servicer involved in, or

responsible for, the administration and servicing of the Mortgage Loans whose

name and specimen signature appear on a list of servicing officers furnished to

the Indenture Trustee (with a copy to the Note Insurer) by the Master Servicer,

as such list may be amended from time to time.

SINGLE NOTE:  A Note in the amount of $1,000.

STANDARD & POOR'S: Standard & Poor's Ratings Service, or its successor

in interest.

SUBORDINATION AMOUNT: As of any Payment Date, the excess, if any, of

(x) the sum of the aggregate Principal Balances of the Mortgage Loans as of the

close of business on the last day of the related Due Period as of such Payment

Date over (y) the Note Principal Balance of the Notes as of such Payment Date

(and following the making of all distributions on such Payment Date)

SUBORDINATION DEFICIT: With respect to any Payment Date, the amount, if

any, by which (x) the aggregate Note Principal Balance of the Notes as of such

Payment Date, and following the making of all distributions to be made on such

Payment Date (except for any payment to be made as to principal from proceeds of

the Note Insurance Policy), exceeds (y) the aggregate Principal Balances of the

Mortgage Loans as of the close of business on the preceding Due Date on such

Payment Date.

SUBORDINATION INCREASE AMOUNT: With respect to any Payment Date, the

amount of any Net Monthly Excess Cashflow (including any Subordination Reduction

Amount) available in the Payment Account to increase the Subordination Amount up

to the Required Subordination Amount.

SUBORDINATION REDUCTION AMOUNT: With respect to any Payment Date, an

amount equal to the lesser of (a) the Excess Subordination Amount and (b) the

principal collections received by the Master Servicer with respect to the prior

Due Period.

SUBSERVICER: Any Person with whom the Master Servicer has entered into

a Subservicing Agreement as a Subservicer by the Master Servicer and acceptable

to the Note Insurer and the Indenture Trustee, including the Initial

Subservicers.

SUBSERVICING ACCOUNT: An Eligible Account established or maintained by

a Sub servicer as provided for in Section 3.06(e) of the Servicing Agreement.

SUBSERVICING AGREEMENT: The written contract between the Master

Servicer and any Subservicer relating to servicing and administration of certain

Mortgage Loans as provided in Section 3.02 of the Servicing Agreement.

SUBSERVICING FEE: With respect to each Mortgage Loan and any date of

determination, the product of (i) the Subservicing Fee Rate divided by 12 and

(ii) the Principal Balance of such Mortgage Loans as of such date.

SUBSERVICING FEE RATE: For any date of determination, ____% per annum.

SUBSTITUTION ADJUSTMENT AMOUNT: With respect to any Eligible

Substitute Mortgage Loan, the amount as defined in Section 2.03 of the Servicing

Agreement.

TELERATE SCREEN PAGE 3750: The display designated as page 3750 on the

Telerate Service (or such other page as may replace page 3750 on that service

for the purpose of displaying London interbank offered rates of major banks). If

such rate does not appear on such page (or such other page as may replace that

page on that service, or if such service is no longer offered, such other

service for displaying One-Month LIBOR or comparable rates as may be selected by

the Issuing Entity after consultation with the Indenture Trustee), the rate will

be the Reference Bank Rate.

TREASURY REGULATIONS: Regulations, including proposed or temporary

Regulations, promulgated under the Code. References herein to specific

provisions of proposed or temporary regulations shall include analogous

provisions of final Treasury Regulations or other successor Treasury

Regulations.

TRUST AGREEMENT: The Trust Agreement dated as of ______ __, 20__

between the Owner Trustee and the Depositor.

TRUST ESTATE: The meaning specified in the Granting Clause of the

Indenture.

TRUST INDENTURE ACT OR TIA: The Trust Indenture Act of 1939, as amended

from time to time, as in effect on any relevant date.

UCC: The Uniform Commercial Code, as amended from time to time, as in

effect in any specified jurisdiction.

WEIGHTED AVERAGE NET MORTGAGE RATE: With respect to the Mortgage Loans

in the aggregate, and any Due Date, the average of the Net Mortgage Rate for

each Mortgage Loan as of the last day of the related Due Period weighted on the

basis of the related Principal Balances outstanding as of the last day of the

related Due Period for each Mortgage Loan as determined by the Master Servicer

in accordance with the Master Servicer's normal servicing procedures.