CMC SECURITIES CORP IV, 8-K, 1997-11-26

CMC SECURITIES CORP IV
8-K, 1997-11-26
ASSET-BACKED SECURITIES

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: October 29, 1997
(Date of earliest event reported)

CMC SECURITIES CORPORATION IV
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
Delaware 33-47912 75-2431915
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
2711 N. Haskell Avenue
Suite 900
Dallas, Texas 75204
(Address of Principal executive offices) (Zip Code)

</TABLE>
Registrant's Telephone Number, Including Area Code: (214) 874-2323
<PAGE> 2
Item 5. Other Events.

Reference is hereby made to the Registrant's Registration Statement on
Form S-3 (File No. 33-47912) filed with the Securities and Exchange Commission
(the "Commission") on May 14, 1992, as amended by Amendment No. 1 thereto filed
with the Commission on August 7, 1992, as further amended by Post Effective
Amendment No. 1 thereto filed with the Commission on August 17, 1994
(collectively, the "Registration Statement"), pursuant to which the Registrant
registered $2,000,000,000 aggregate principal amount of its collateralized
mortgage obligations, issuable in various series, for sale in accordance with
the provisions of the Securities Act of 1933, as amended (the "Act").
Reference is also hereby made to the Prospectus dated September 26, 1997 and
the related Prospectus Supplement, dated October 28, 1997 (collectively, the
"Prospectus"), which have been filed with the Commission pursuant to Rule
424(b)(5), with respect to the Registrant's Collateralized Mortgage
Obligations, Series 1997-2 (the "Securities").

On October 29, 1997, the Registrant caused the issuance and sale of
approximately $937,999,459 aggregate initial principal amount of Securities.
The Securities are collateralized by mortgage pass-through certificates (the
"Conventional Certificates") evidencing the beneficial ownership interest in
entire pools of certain conventional, fixed-rate, fully-amortizing, one-to
four-family, first lien mortgage loans (the "Mortgage Loans") originated or
acquired by (i) PNC Mortgage Securities Corp. ("PNC Mortgage"), PHH Mortgage
Services Corporation ("PHH"), and (iii) IndyMac, Inc. ("IndyMac"). PNC
Mortgage, PHH and IndyMac are referred to herein collectively as the "Loan
Sellers". The Certificates were created pursuant to a Pooling and Servicing
Agreement dated as of October 1, 1997 (the "Pooling and Servicing Agreement")
by and among the Registrant, as Depositor, PNC Mortgage and IndyMac, as Master
Servicers, PNC Mortgage, as Bond Administrator, and U.S. Bank National
Association, as Certificate Trustee. A copy of the Pooling and Servicing
Agreement is filed herewith as Exhibit 10.1. The Securities were issued
pursuant to an Indenture dated as of October 1, 1997 (the "Indenture"), as
supplemented by the Series 1997-2 Supplement thereto dated as of October 29,
1997 (the "Series Supplement"), each by and between the Registrant and U.S.
Bank National Association, as Indenture Trustee. A copy of the Indenture is
filed herewith as Exhibit 4.1 and a copy of the Series Supplement is filed
herewith as Exhibit 4.2.

The Offered Securities (as defined in the Prospectus), having an
aggregate principal balance of $776,776,738, have been sold by the Registrant
to Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") pursuant to an
Underwriting Agreement dated as of October 28, 1997 (the "Underwriting
Agreement"), as supplemented by a Terms Agreement dated as of October 28, 1997,
each among DLJSC, the Registrant and Capstead Mortgage Corporation ("CMC"). A
copy of the Underwriting Agreement is filed herewith as Exhibit 1.1. The Class
B-4, Class B-5 and Class B-6 Securities (as defined in the Prospectus) have
been sold by the Registrant to DLJSC pursuant to a Purchase Agreement dated
October 29, 1997, by and among DLJSC, the Registrant and CMC.

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Item 7. Financial Statements and Exhibits.

Exhibit No. Description

1.1 Underwriting Agreement dated as of October
28, 1997 by and among DLJSC, the Registrant
and CMC

4.1 Indenture dated as of October 1, 1997 by and
between the Registrant and U.S. Bank National
Association, as Indenture Trustee

4.2 Series 1997-2 Supplement dated as of October
29, 1997 by and between the Registrant and
U.S. Bank National Association, as Indenture
Trustee

10.1 Pooling and Servicing Agreement dated as of
October 1, 1997 by and among the Registrant,
as Depositor, PNC Mortgage and IndyMac, as
Master Servicers, PNC Mortgage, as Bond
Administrator, and U.S. Bank National
Association, as Certificate Trustee

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<PAGE> 4

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

CMC SECURITIES CORPORATION IV

November 25, 1997 By:
------------------------------------
Wade Walker,
Vice President - Asset and Liability
Management

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<PAGE> 5
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- -----
<S> <C> <C>
1.1 Underwriting Agreement dated as of October 28, 1997
by and among DLJSC, the Registrant and CMC

4.1 Indenture dated as of October 1, 1997 by and between
the Registrant and U.S. Bank National Association,
as Indenture Trustee

4.2 Series 1997-2 Supplement dated as of October 29, 1997
by and between the Registrant and U.S. Bank National Association,
as Indenture Trustee

10.1 Pooling and Servicing Agreement dated as of October 1, 1997
by and among the Registrant, as Depositor, PNC Mortgage and IndyMac,
as Master Servicers, PNC Mortgage, as Bond Administrator and U.S.
Bank National Association, as Certificate Trustee
</TABLE>

<PAGE> 1
EXHIBIT 1.1

CMC SECURITIES CORPORATION IV

COLLATERALIZED MORTGAGE OBLIGATIONS
(Issuable in Series)
UNDERWRITING AGREEMENT

October 28, 1997

Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Ladies and Gentlemen:

CMC Securities Corporation IV (the "Company"), a Delaware corporation
and wholly-owned subsidiary of Capstead Mortgage Corporation, a Maryland
corporation ("Capstead"), proposes to issue its Collateralized Mortgage
Obligations of the series (each, a "Series") and classes designated at the time
of sale (the "Bonds"). The Bonds shall be issued under an indenture, dated as
of October 1, 1997 (the "Original Indenture"), between the Company and U.S.
Bank National Association, as trustee (the "Indenture Trustee"), as
supplemented from time to time by one or more supplemental indentures, each
providing for the issuance of a Series of Bonds (the "Series Supplements")
between the Company and the Indenture Trustee. Such Original Indenture, as
supplemented from time to time hereafter, and as supplemented by the Series
Supplements, with any changes therein made with your consent, and, with your
consent any other indenture is herein referred to as the "Indenture." Capstead
joins this agreement for the purposes set forth herein.

Underwritten Offerings of Bonds may be made through you or through an
underwriting syndicate managed by you. The Company proposes to sell one or
more Series of the Bonds or certain Classes of Bonds of one or more Series to
you and to each of the other several underwriters, if any, participating in an
underwriting syndicate managed by you. It is understood, however, that the
Company may elect to retain, through the execution of one or more underwriting
agreements in addition to this Agreement, one or more additional underwriters
other than you to underwrite, or manage the underwriting syndicate with respect
to, any offering of one or more Series of its Bonds.
<PAGE> 2
Whenever the Company determines to make such an offering of Bonds
through you, it will enter into an agreement (the "Terms Agreement") providing
for the sale of such Bonds to, and the purchase and offering thereof by, you
and such other underwriters, if any, selected by you as have authorized you to
enter into such Terms Agreement on their behalf (the underwriters designated in
any such Terms Agreement being referred to herein as "Underwriters," which term
shall include you whether acting alone in the sale of any Series of Bonds or as
a member of the underwriting syndicate). The Terms Agreement relating to each
offering of Bonds shall specify the principal amount of Bonds to be issued and
their terms not otherwise specified in the Indenture, a brief description of
the Conventional Certificates (as defined below) to be pledged as security
therefor, the names of the Underwriters participating in such offering (subject
to substitution as provided in Section 11 hereof) and the principal amount of
the Bonds which each severally agrees to purchase, the names of such other
Underwriters, if any, acting as co-managers with you in connection with such
offering, the price at which the Bonds are to be purchased by the Underwriters
from the Company, the initial public offering price (or the manner in which
such prices shall be determined), the time and place of delivery of and payment
for the Bonds, and such other information as may be agreed upon. The Terms
Agreement, which shall be substantially in the form of Exhibit A hereto, may
take the form of an exchange of any standard form of written telecommunication
between you and the Company. Each offering of Bonds through you will be
governed by this Agreement, as supplemented by the applicable Terms Agreement,
and this Agreement and such Terms Agreement shall inure to the benefit of and
be binding upon each Underwriter participating in the offering of such Bonds.

At their date of issuance, the Bonds of each Series underwritten by
you will be secured by a pledge to the Indenture Trustee of, among other
things, Conventional Certificates (as defined in the Indenture) (collectively,
the "Conventional Certificates"). The Bonds are more fully described in the
Registration Statement (as defined below). Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 33-47912), a related
preliminary prospectus and related preliminary prospectus supplements for the
registration of the Bonds under the Securities Act of 1933 (the "1933 Act"),
which registration statement, as most recently amended, was declared effective
on August 18, 1994. Such registration statement, as from time to time amended
through the date of the Terms Agreement, including all exhibits thereto and all
documents therein incorporated by reference from time to time pursuant to Item
12 of Form S-3 under the 1933 Act that were filed under the Securities Exchange
Act of 1934 (the "1934 Act"), on or before the effective date of such
registration statement, but excluding the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of 1939 (the "1939
Act"), is hereinafter referred to as the "Registration Statement." The
prospectus in the form in which it appears in the Registration Statement,
including all documents therein incorporated by reference from time to time
pursuant to the 1934 Act, is hereinafter referred to as the "Basic Prospectus".
The Basic Prospectus, as amended

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<PAGE> 3
to the date hereof and as supplemented by the prospectus supplement or
supplements relating to a particular Series of the Bonds, each in the form
first filed after the date of the related Terms Agreement with the Commission
pursuant to Rule 424 under the 1933 Act, including any documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act that
were filed under the 1934 Act on or before the date of such prospectus
supplement (such prospectus supplement, including such incorporated documents,
in the form first filed after the date of the related Terms Agreement pursuant
to Rule 424(b) being hereinafter termed the "Prospectus Supplement"), is
hereinafter referred to as the "Final Prospectus". Any reference herein to the
terms "amend", "amendment" or "supplement" with respect to the Registration
Statement, the Final Prospectus or the Prospectus Supplement shall be deemed to
refer to and include the filing of any document under the 1934 Act after the
effective date of the Registration Statement or the issue date of the Final
Prospectus or Prospectus Supplement, as the case may be, deemed to be
incorporated therein by reference pursuant to Item 12 of Form S-3 under the
1933 Act.

SECTION 1. Representations and Warranties. The Company and
Capstead (on behalf of itself and its wholly owned subsidiary, Capstead Capital
Corporation ("CCC"), as applicable), jointly and severally, represent and
warrant to you as of the date hereof, and to each Underwriter named in a Terms
Agreement as of the date thereof (in each case the "Representation Date"), as
follows:

(a) The Registration Statement, at the time it became
effective, complied and, as of the date hereof, does comply, in all
material respects with the requirements of the 1933 Act and the rules
and regulations of the Commission thereunder (the "1933 Act
Regulations") and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Final
Prospectus at the time it is mailed to the Commission for filing
pursuant to Rule 424 under the Act and at the Closing Time referred to
in Section 2 will not contain an untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in or
omissions from (i) the Registration Statement or Final Prospectus made
in reliance upon and in conformity with information furnished to the
Company in writing by any Underwriter through you expressly for use in
the Registration Statement or Final Prospectus or (ii) the Current
Report (as defined in Section 3(b) below), or in any amendment thereof
or supplement thereto, incorporated by reference in such Registration
Statement or such Final Prospectus (or any amendment thereof or
supplement thereto). There are no material contracts or documents of
the Company which are required to be filed as exhibits to the
Registration Statement by the 1933 Act or the 1933 Act Regulations
which have not been so filed.

(b) At the time the Registration Statement became
effective the Indenture Trustee was duly qualified under the
requirements of the 1939 Act and the rules and regulations of

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<PAGE> 4
the Commission thereunder (the "1939 Act Regulations"), and at the
Closing Time the Indenture will be so qualified and will conform in
all material respects with the requirements of the 1939 Act and the
1939 Act Regulations.

(c) The documents incorporated by reference in the
Registration Statement and the applicable Final Prospectus, at the
time they were or hereafter are filed with the Commission, complied
and will comply in all material respects with the requirements of the
1934 Act and the rules and regulations of the Commission thereunder,
and, when read together and with the other information in the
applicable Final Prospectus, at the time the Registration Statement
and any amendments thereof became effective, and at the time such
Final Prospectus is filed with the Commission, did not and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to the Current
Report.

(d) The accountants who reported on the balance sheet
included or incorporated by reference in the Registration Statement
are independent public accountants as required by the 1933 Act and the
1933 Act Regulations.

(e) The balance sheet of the Company included or
incorporated by reference in the Registration Statement presents
fairly the financial position of the Company at the date indicated,
and has been prepared in conformity with generally accepted accounting
principles.

(f) Since the respective dates as of which information is
given in the Registration Statement or, if later, the applicable Final
Prospectus, except as otherwise stated therein, there has been no
material adverse change in the condition, financial or otherwise,
earnings, business affairs, or business prospects of the Company.

(g) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware with power and authority (corporate and other) to own,
lease and operate its properties and conduct its business as described
in the Registration Statement, and, at the Closing Time, the Company
will be duly qualified as a foreign corporation to transact business
and will be in good standing in the State of Texas. The Company is
not required to qualify to do business as a foreign corporation under
the laws of any other state. The Company has no subsidiaries.

(h) The authorized, issued and outstanding capital stock
of the Company is as set forth (or incorporated) in the Registration
Statement, and the shares of issued and outstanding capital stock of
the Company have been duly authorized and validly issued and

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<PAGE> 5
are fully paid and non-assessable, and are owned of record and
beneficially by Capstead, free and clear of any lien, charge, option,
warrant, security interest, encumbrance, voting trust or similar
arrangement.

(i) Neither the Company nor Capstead is in violation of
its charter or bylaws. The Company is not in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which it is a party or
by which it or its properties may be bound, which violations or
defaults separately or in the aggregate would have a material adverse
effect on the Company.

(j) The Company owns or possesses or has obtained all
material governmental licenses, permits, consents, orders, approvals
and other authorizations necessary to lease, own or license, as the
case may be, and to operate, its properties and to carry on its
business as described in the Registration Statement or, if later, the
applicable Final Prospectus; and the Company has conducted and is
conducting its business so as to comply in all material respects with
all applicable laws, administrative regulations and administrative and
court decrees.

(k) There is no action, suit or proceeding before or by
any court or governmental agency or body, domestic or foreign, now
pending against the Company or, to the knowledge of the Company and
Capstead, threatened against the Company (except as set forth in the
Registration Statement or, if later, the applicable Final Prospectus)
which could reasonably be expected to result in any material adverse
change in the condition, financial or otherwise, earnings, business
affairs, or business prospects of the Company which could reasonably
be expected to interfere with or materially and adversely affect the
consummation of the transactions contemplated herein.

(l) The execution and delivery of this Agreement, the
Indenture, the related pooling and servicing agreement ("Pooling and
Servicing Agreement"), and the related assignment, assumption and
recognition agreements executed by the Company or by CCC (as
applicable, the "Assignment Agreements"), the incurrence of the
obligations herein set forth and the consummation of the transactions
contemplated herein and therein have been, and the execution and
delivery of each Terms Agreement and the consummation of the
transactions contemplated therein will have been (before the issuance
of the related Bonds), duly authorized by the Company and/or Capstead,
as applicable, by all necessary action (corporate and other); this
Agreement, the Indenture, the Pooling and Servicing Agreements and
each Assignment Agreement have each been, and the Terms Agreement,
when executed and delivered, will have been, duly executed and
delivered by the Company, CCC and/or Capstead, as applicable,
enforceable in accordance with their terms, subject, as to
enforceability of remedies, to applicable bankruptcy, insolvency,
reorganization, or other

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<PAGE> 6
laws affecting creditors' rights generally, and to general principles
of equity and equitable remedies (regardless of whether the
enforceability of such remedies is considered in a proceeding in
equity or at law). Neither the execution and delivery of this
Agreement, the Indenture, the Pooling and Servicing Agreement, the
related Assignment Agreements or the Terms Agreement, the incurrence
of the obligations herein or therein set forth, nor the consummation
of the transactions contemplated herein or therein will conflict with
or constitute a breach of, or default under, or result in the creation
or imposition of any lien, mortgage, pledge, charge, security interest
or encumbrance (collectively, "Lien") upon any property or assets of
the Company, CCC or Capstead, as applicable, pursuant to any contract,
indenture, mortgage, loan agreement, note, lease or other instrument
to which the Company, CCC or Capstead, as applicable, is a party or by
which any of them may be bound, or to which any of the property or
assets of any of them is subject (other than the Lien created pursuant
to the Indenture), which separately or in the aggregate are material,
nor will any such action result in any violation of the provisions of
the charter or bylaws of either of the Company, CCC or Capstead, or,
to the best of such entity's knowledge, of any law, administrative
regulation or administrative or court decree.

(m) The issuance of the Bonds underwritten by you has
been duly authorized by the Company (or will have been so authorized
prior to each issuance of Bonds underwritten by you) and, when such
Bonds are executed and authenticated and delivered in accordance with
the Indenture and sold to the Underwriters pursuant to this Agreement
and any Terms Agreement, such Bonds will be entitled to the benefits
and security provided by the Indenture and will constitute the legal,
valid and binding non-recourse obligations of the Company enforceable
in accordance with their terms, but otherwise subject, as to
enforceability of remedies, to applicable bankruptcy, insolvency,
reorganization or other laws affecting creditors' rights generally,
and to general principles of equity and equitable remedies (regardless
of whether the enforceability of such remedies is considered in a
proceeding in equity or at law).

(n) The Bonds of each Series underwritten by you and the
Indenture will conform in all material respects to the respective
descriptions thereof contained in the applicable Final Prospectus,
except that no representation or warranty is made that the Bonds
conform with any description thereof contained in the Current Report.

(o) At the Closing Time with respect to a Series of
Bonds, the Company will own (i) the Conventional Certificates listed
in Schedule A to the Series Supplement relating to the applicable
Series of Bonds and (ii) the money or other assets specified or
referred to in the granting clauses of such Series Supplement as being
pledged to the Indenture Trustee at Closing Time (together, the
"Initial Collateral"), free and clear of any Lien, except the Lien of
the Indenture; the Company has power and authority (corporate and
other) to assign, pledge and deliver the Initial Collateral to the
Indenture Trustee under the Indenture, and will

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have duly authorized such assignment, pledge and delivery to the
Indenture Trustee by all necessary corporate action.

(p) As of the Closing Time with respect to a Series of
Bonds, the Company will have assigned, pledged and delivered to the
Indenture Trustee under the Indenture all of its right, title and
interest in and to, among other things, (i) Conventional Certificates
with an aggregate outstanding principal balance as of such Closing
Time at least equal to the aggregate original principal amount of the
Bonds of the applicable Series then being issued and (ii) cash and/or
other assets, if any, in the amount set forth in the related Series
Supplement.

(q) At the Closing Time with respect to a Series of
Bonds, each Conventional Certificate listed on Schedule A to the
Series Supplement relating to the applicable Series of Bonds will have
been duly and validly assigned, pledged and delivered to the Indenture
Trustee, or its nominee, and together with such assignment, pledge and
delivery of each Conventional Certificate, the filing of a UCC-1
financing statement with respect to the Conventional Certificates in
the office of the Secretary of State of the State of Texas and in such
other jurisdictions, if any, as the Company deems appropriate and the
possession by the Indenture Trustee, or its nominee, of the
Conventional Certificates and of the monies and/or other assets, if
any, specified in the related Series Supplement, will create as
security for repayment of the Bonds a valid, perfected first security
interest. The information set forth with respect to the Conventional
Certificates in Schedule A to the related Series Supplement will as of
the Closing Time of such Series be true and correct in all material
respects.

(r) The Company is not, and will not as a result of the
offer and sale of the Bonds as contemplated in this Agreement and any
applicable Terms Agreement 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 (the "Investment
Company Act") which would be required to register under the Investment
Company Act.

(s) The representations and warranties made by the
Company in the Indenture and made in any Officers' Certificate of the
Company delivered pursuant to the Indenture will be true and correct
at the time made and at the Closing Time.

(t) The Pooling and Servicing Agreement, the Conventional
Certificates created thereby and the mortgage loans evidenced thereby
shall conform in all material respects to the respective descriptions
thereof contained in the applicable Final Prospectus, except that no
representation is made that the Conventional Certificates conform with
the descriptions thereof (if any) contained in the Current Report.

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<PAGE> 8
(u) Any certificate signed by an officer of the Company
or Capstead and delivered to you or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company or
Capstead, respectively, to each Underwriter as to the matters covered
thereby.

(v) No consent, approval, authorization, order,
registration or qualification of or with any court or governmental
agency or body of the United States is required for the issue and sale
of the Bonds, or the consummation by the Company of the other
transactions contemplated by this Agreement, each Terms Agreement or
the Indenture, except such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Bonds by the Underwriters or as have been
obtained.

(w) At the Closing Time of a Series, the Bonds of such
Series shall have been rated in the highest rating category by at
least two nationally recognized statistical rating organizations or in
such lower rating categories as are acceptable to the Underwriters.

(x) Any taxes, fees and other governmental charges in
connection with the execution, delivery and issuance of this
Agreement, the related Terms Agreement, the Indenture and the Bonds
have been paid or will be paid at or prior to the Closing Time.

(y) All of the information regarding the characteristics
of the Mortgage Loans contained in the Registration Statement or
furnished to you by the Company in writing or by electronic
transmission is true and correct.

SECTION 2. Sale and Delivery to the Underwriters; Closing. The
several commitments of the Underwriters to purchase Bonds pursuant to any Terms
Agreement shall be deemed to have been made on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, the respective original principal amounts of the Bonds set
forth in the applicable Terms Agreement opposite the name of such Underwriter,
plus any additional original principal amount of Bonds which such Underwriter
may be obligated to purchase pursuant to Section 11 hereof.

Delivery of, and payment of the purchase price for, the Bonds shall be
made at the office of Andrews & Kurth L.L.P., 1717 Main Street, Suite 3700,
Dallas, Texas 75201, or at such other place as shall be agreed upon by you and
the Company, at 10:00 A.M. (Dallas time) on the date set forth in the
applicable Terms Agreement, or such other time as shall be agreed upon by you
and the Company (such time and date being referred to as the "Closing Time").
Payment shall be made in immediately available or next day funds as specified
in the Terms Agreement, payable to or upon the order of the Company, against
delivery to you for the respective accounts of the Underwriters

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<PAGE> 9
of the Bonds to be purchased by them. Such Bonds shall be in such
denominations and registered in such names as you may request in writing at
least two business days prior to the Closing Time. The Bonds will be made
available for your examination in Dallas, Texas not later than 10:00 A.M. on
the Business Day prior to the Closing Time.

SECTION 3. Covenants of the Company. The Company covenants with
you, and with each Underwriter participating in the offering of the applicable
Series of Bonds, as follows:

(a) Immediately following the execution of each Terms
Agreement, the Company will prepare a Final Prospectus setting forth
the principal amount of Bonds covered thereby and their terms not
otherwise specified in the Indenture, the names of the Underwriters
participating in the offering and the principal amount of Bonds which
each severally has agreed to purchase, the names of any Underwriters
acting as co-managers with you in connection with the offering, the
price at which the Bonds are to be purchased by the Underwriters from
the Company, and such other information as you and the Company deem
appropriate in connection with the offering of the Bonds. The Company
will promptly transmit copies of the Final Prospectus to the
Commission for filing pursuant to Rule 424 of the 1933 Act Regulations
and will furnish to the Underwriters named therein as many copies of
the Final Prospectus as you shall reasonably request.

(b) The Company will cause any Computational Materials
(as defined in Section 8 below) with respect to the Bonds that are
delivered by you to the Company pursuant to Section 8 hereof to be
filed with the Commission on a Current Report on Form 8-K (the
"Current Report") pursuant to Rule 13a-11 under the 1934 Act not later
than the Business Day immediately following the Business Day on which
all such Computational Materials are delivered to counsel for the
Company by you prior to 3:00 p.m. Dallas, Texas time, and will
promptly advise you when such Current Report has been filed, provided
that in any event the Company will cause the Computational Materials
to be so filed not later than the date on which the related Final
Prospectus is required to be so filed pursuant to Rule 424 under the
1933 Act. Such Current Report shall be incorporated by reference in
such Final Prospectus and the related Registration Statement.
Notwithstanding the two preceding sentences, the Company shall have no
obligation to file any materials provided by you pursuant to Section 8
("Section 8 Materials") which, in the reasonable determination of the
Company (a "Non-Filing Determination"), are not required to be filed
pursuant to the Kidder Letter (as defined in Section 8 below), or
which contain erroneous information or contain any untrue statement of
a material fact or, when read in conjunction with the Final Prospectus
and Prospectus Supplement, omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading (it being understood, however, that the Company shall have
no obligation to review or pass upon the accuracy or adequacy of, or
to correct, any Computational Materials provided by you to the Company
pursuant to Section 8 hereof); provided that, in the event of a
Non-Filing Determination, the Company

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<PAGE> 10
shall immediately notify you in writing of the reasons for such
Non-Filing Determination; and, provided, further, that the Company
shall file those Section 8 Materials for which you have specifically
confirmed in writing that the items giving rise to the Non-Filing
Determination are complete and correct and that you are advising the
Company to file such Section 8 Materials.

(c) The Company will notify you immediately, and in
writing confirm the notice, (i) of the receipt of any comments from
the Commission, (ii) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement
to the Final Prospectus or for additional information, (iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose, (iv) of receipt by the Company of any
notification with respect to the suspension of the qualification of
the Bonds for sale in any jurisdiction or the initiation or threat of
any proceeding for that purpose, and (v) of the happening of any event
which makes untrue any statement of a material fact made in, or
results in the omission of material information from, the Registration
Statement or in any Final Prospectus then required to be distributed
or which requires the making of a change in the Registration Statement
or any such Final Prospectus in order to make any material statements
therein, in the light of the circumstances under which they were made,
not misleading. The Company will make every reasonable effort to
prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.

(d) The Company will give you notice of its intention to
file any amendment to the Registration Statement or any amendment or
supplement to the Final Prospectus, whether pursuant to the 1934 Act,
1933 Act or otherwise, and will not file any such amendment or
supplement without furnishing a copy thereof to you and counsel for
the Underwriters and obtaining your consent to such filing, which
consent shall not be unreasonably withheld or delayed.

(e) The Company will deliver to you, as soon as
practicable, as many signed copies of the Registration Statement as
originally filed and of each amendment thereto, with signed consents
and exhibits filed therewith (including exhibits incorporated by
reference therein and documents incorporated by reference in the Final
Prospectus), and will also deliver to you such number of conformed
copies of the Registration Statement as originally filed and of each
amendment thereto (including consents and exhibits) as you may
reasonably request.

(f) The Company will furnish to each Underwriter, from
time to time during the period when the Final Prospectus is required
to be delivered under the 1933 Act, such number of copies of the Final
Prospectus (as amended or supplemented), other than exhibits

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<PAGE> 11
to the related Current Report, as it may reasonably request for the
purposes contemplated by the 1933 Act or the 1934 Act.

(g) If at any time when a prospectus relating to the
Bonds is required to be delivered under the 1933 Act any event occurs
as a result of which the applicable Final Prospectus as then amended
or supplemented would include an untrue statement of a material fact,
or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, or if it is necessary at any time to amend such Final
Prospectus to comply with the 1933 Act, the Company, subject to
subparagraph (d) above, promptly will prepare and file with the
Commission an amendment or supplement which will correct such
statement or omission or an amendment which will effect such
compliance; provided, however, that the Company will not be required
to file any such amendment or supplement with respect to any
Computational Materials incorporated by reference in the Final
Prospectus other than any amendments or supplements of such
Computational Materials that are furnished to the Company by the
Underwriter pursuant to Section 8(g) hereof that the Company
determines to file in accordance therewith.

(h) The Company will endeavor, in cooperation with you
and counsel for the Underwriters, to qualify the Bonds for offering
and sale under the applicable securities and Blue Sky laws of such
jurisdictions as you may reasonably designate, and will maintain such
qualification in effect for a period of not less than one year after
the date hereof, unless the offering and sale of the Bonds is exempt
from such qualification under the Secondary Mortgage Market
Enhancement Act of 1984, and will cooperate with you and counsel for
the Underwriters, to determine the eligibility of the Bonds for
investment by institutional investors in such jurisdictions. The
Company will, at your request or the request of counsel for the
Underwriters, file such statements and reports as may be required by
the laws of each jurisdiction in which the Bonds have been qualified
as above provided. Notwithstanding the foregoing, no such
qualification shall be required in any jurisdiction where, as a result
thereof, the Company would be subject to general service of process,
other than by reason of the offer and sale of the Bonds, qualification
as a foreign corporation or to taxation as a foreign corporation doing
business in such jurisdiction.

(i) The Company will make generally available to its
security holders and will deliver to you as soon as practicable an
earnings statement, conforming to the requirements of Section 11(a) of
the 1933 Act, covering a period of at least twelve months beginning
after the effective date of the Registration Statement. Compliance
with Rule 158 under the 1933 Act shall satisfy the requirements of
this paragraph.

(j) So long as any Bonds are outstanding, the Company
will furnish to you (or cause to be furnished to you) as soon as
practicable upon your written request:

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<PAGE> 12
(i) copies of the annual reports and other items
required to be delivered to the Bondholders pursuant to the
Indenture;

(ii) copies of any reports and financial statements
furnished to or filed with the Commission or any national
securities exchange by the Company; and

(iii) information as to the outstanding principal
balances of the mortgage loans underlying the Conventional
Certificates, and, to the extent that such information has
been maintained in the ordinary course of business by the
Company, such other information as may reasonably be requested
by you which in your judgment is necessary or appropriate to
the maintenance of a secondary market in the Bonds.

(k) So long as any Bonds of any Series underwritten by
you are outstanding, Capstead will furnish to you within five days
after they are available, upon your written request, copies of all
reports filed by Capstead under the 1934 Act.

(l) The Company, during the period when the Prospectus is
required to be delivered under the 1933 Act, will file promptly all
documents required to be filed with the Commission pursuant to Section
13 or 14 of the 1934 Act; provided, however, that the Company will not
be required to file any amendment or supplement to the Current Report
incorporated by reference in the Prospectus other than any amendments
or supplements thereto that are furnished to the Company by you
pursuant to Section 8(g) hereof which the Company determines to file
in accordance therewith.

(m) The Company shall prepare and file with the
Commission, within the period provided in the related Final
Prospectus, its Current Report on Form 8-K which shall include such
detailed information, schedules and reports (the "Detailed
Description") regarding the Conventional Certificates and the mortgage
loans underlying such Conventional Certificates relating to the Series
of Bonds offered by such Final Prospectus (the "Mortgage Loans") as
you may reasonably request.

(n) During the period, if any, commencing on the date of
the applicable Terms Agreement and expiring on the date specified in
such Terms Agreement (the "Stand-Off Period"), neither the Company,
Capstead nor the Partnership or any subsidiary thereof will, without
your prior written consent or as may be otherwise permitted by such
Terms Agreement, offer or sell, or enter into any agreement to sell to
the public, any mortgage-related or mortgage-backed securities issued
by any of them which are similar to the Bonds. The provisions of this
subparagraph (n) do not apply to securities issued or guaranteed by
GNMA, FNMA or FHLMC.

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<PAGE> 13
SECTION 4. Payment of Expenses. Unless otherwise specified in
the applicable Terms Agreement, the Company will pay, and Capstead will cause
the Company to pay, the following expenses incident to the performance of the
Company's obligations under this Agreement and the applicable Terms Agreement:
(i) the filing of the Registration Statement with respect to the Bonds and all
amendments thereto, (ii) the printing or photocopying and delivery to the
Underwriters, in such quantities as you may reasonably request, of copies of
this Agreement and the Terms Agreement, (iii) the preparation, registration,
issuance and delivery to the Underwriters of the Bonds underwritten pursuant to
this Agreement, (iv) the fees and disbursements of the Company's counsel, (v)
the printing and delivery to the Underwriters, in such quantities as you may
reasonably request, of copies of the Registration Statement with respect to the
Bonds underwritten pursuant to this Agreement and all amendments thereto, of
any preliminary prospectus and preliminary prospectus supplement and of the
Final Prospectus and all amendments and supplements thereto and all documents
incorporated therein (other than exhibits to the Current Report), and of any
Blue Sky Survey and Legal Investment Survey, and (vi) the printing or
photocopying and delivery to the Underwriters, in such quantities as you may
reasonably request, of copies of the Indenture. In addition, you will pay (or
cause to be paid) the remaining expenses incident to the transactions
contemplated by this Agreement and the applicable Terms Agreement, including
and without limitation those related to: (A) the qualification of the Bonds
underwritten pursuant to this Agreement under securities and Blue Sky laws and
the determination of the eligibility of the Bonds for investment in accordance
with the provisions of Section 3(h), including filing fees and the reasonable
fees and disbursements of counsel for the Underwriters in connection therewith
and in connection with the preparation of any Blue Sky Survey and Legal
Investment Survey, (B) the fees and expenses of your counsel, (C) the fees and
expenses of the Independent Accountants under Section 5(f) hereof, (D) the fees
charged by investment rating agencies for rating the Bonds underwritten
pursuant to this Agreement, (E) the fees and expenses, if any, incurred in
connection with the listing of the Bonds underwritten pursuant to this
Agreement on any national securities exchange, and (F) the fees and expenses of
the Indenture Trustee and its counsel.

If this Agreement is terminated by you in accordance with the
provisions of Section 5 or 10(b)(i), the Company shall, and Capstead will cause
the Company to, reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters.

SECTION 5. Conditions of Underwriters' Obligations. The obligations
of the Underwriters to purchase the Bonds pursuant to any Terms Agreement are
subject to the accuracy in all material respects of the representations and
warranties of the Company and Capstead herein contained, to the performance by
the Company and Capstead of their obligations hereunder, and to the following
further conditions:

(a) At the applicable Closing Time (i) no stop order
suspending the effectiveness of the Registration Statement shall have
been issued under the 1933 Act or proceedings

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<PAGE> 14
therefor initiated or threatened by the Commission, (ii) the rating
assigned as of the date of the applicable Terms Agreement by any
nationally recognized securities rating agency to the Bonds to be
underwritten at such time pursuant to this Agreement shall not have
been lowered since that date and (iii) there shall not have come to
your attention any fact that would cause you to believe that the Final
Prospectus at the time it was required to be delivered to a purchaser
of the Bonds to be underwritten at such time pursuant to this
Agreement contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements
therein, in light of the circumstances existing at such time, not
misleading.

(b) At the applicable Closing Time you shall have
received:

(1) An opinion, addressed to the Underwriters and dated the Closing
Time, of Andrews & Kurth L.L.P., counsel to the Company, in form and substance
reasonably satisfactory to you and counsel for the Underwriters, to the effect
that:

(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware.

(ii) The Company has corporate power and authority
to own, lease and operate its properties and conduct its
business as described in the applicable Final Prospectus; and
the Company is qualified as a foreign corporation to transact
business in the State of Texas and each other jurisdiction
where the nature of its assets requires such qualification.

(iii) All the authorized, issued and outstanding
capital stock of the Company has been duly authorized and
validly issued and is fully paid and non-assessable, and is
owned of record by Capstead, to the knowledge of such counsel,
free and clear of any lien, security interest, encumbrance,
option, warrant, voting trust or similar arrangement.

(iv) The Company is not in violation of its charter
or bylaws. To the best of such counsel's knowledge, the
Company is not in default in the performance or observance of
any obligation, agreement, covenant or condition contained in
any material contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which it is a party or by
which it or its properties may be bound.

(v) To the best of such counsel's knowledge, the
Company owns or possesses or has obtained all material
governmental licenses, permits, consents, orders, approvals
and other authorizations necessary to lease or own, as the
case may

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<PAGE> 15
be, and to operate, its properties and to carry on its
businesses as presently conducted; and, to the best of such
counsel's knowledge, the Company has conducted and is
conducting its businesses so as to comply in all material
respects with all applicable laws.

(vi) There is no action, suit or proceeding before
or by any court or governmental agency or body, domestic or
foreign, now pending, or, to the best of such counsel's
knowledge, threatened against the Company which could
reasonably be expected to interfere with or adversely affect
the consummation of the transactions contemplated herein.

(vii) The execution and delivery of this Agreement,
the applicable Terms Agreement and the Indenture (including
the applicable Series Supplement), the incurrence of the
obligations herein and therein set forth and the consummation
of the transactions contemplated herein and therein have been
duly authorized by the Company, by all necessary action; this
Agreement and the applicable Terms Agreement have been duly
authorized, executed and delivered by the Company; and the
Indenture (including the applicable Series Supplement) has
been duly authorized, executed and delivered by the Company
and constitutes a legal, valid and binding agreement of
the Company, enforceable in accordance with its terms,
subject, as to enforceability of remedies, to applicable
bankruptcy, insolvency, reorganization or other laws affecting
creditors' rights generally and to general principles of
equity and equitable remedies (regardless of whether the
enforceability of such remedies is considered in a proceeding
at law or in equity).

(viii) Neither the execution and delivery of this
Agreement, the applicable Terms Agreement or the Indenture,
the incurrence of the obligations herein or therein set forth,
nor the consummation of the transactions contemplated herein
or therein, to the best of such counsel's knowledge, will
conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any Lien upon any
property or assets of the Company pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company is a party or by which
it may be bound, or to which any of its assets is subject
(other than the Lien created by the Indenture) which
separately or in the aggregate are material, nor will any such
action result in any violation of the provisions of the
charter or bylaws of the Company or, to the best of such
counsel's knowledge, of any law, administrative regulation or
administrative or court decree.

(ix) No filing or, registration with, notice to or
consent, approval, authorization or order or other action of,
any court or governmental authority or agency, is required for
the consummation by the Company of the transactions

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<PAGE> 16
contemplated by this Agreement or the applicable Terms
Agreement, except such as have been obtained and except such
as may be required under state securities or Blue Sky laws in
connection with the distribution of the Bonds referred to in
such Terms Agreement by the Underwriters.

(x) The issuance of the Bonds to be underwritten at
such time pursuant to this Agreement has been duly authorized
by the Company and such Bonds have been duly executed and
delivered by the Company and, assuming due authorization,
execution and delivery of the Indenture by the Indenture
Trustee, when authenticated by the Indenture Trustee in
accordance with the terms of the Indenture and delivered to
and paid for by the Underwriters pursuant to the applicable
Terms Agreement, will constitute legal, valid and binding
non-recourse obligations of the Company, enforceable in
accordance with their terms, subject, as to enforceability of
remedies, to applicable bankruptcy, insolvency, reorganization
or other laws affecting creditors' rights generally and to
general principles of equity and equitable remedies
(regardless of whether the enforceability of such remedies is
considered in a proceeding at law or in equity), and the Bonds
are entitled to the benefits and security provided by the
Indenture.

(xi) The Bonds to be underwritten at such time
pursuant to this Agreement and the Indenture conform in all
material respects to the respective descriptions thereof
contained in the applicable Final Prospectus (excluding any
descriptions thereof in the Current Report, as to which no
opinion need be rendered).

(xii) At the Closing Time, the Company had corporate
power and authority to assign, pledge and deliver the Initial
Collateral to the Indenture Trustee under the Indenture, and
had duly authorized such assignment, pledge and delivery to
the Indenture Trustee by all necessary corporate action.

(xiii) Immediately prior to the grant to the
Indenture Trustee of the Conventional Certificates securing
the Bonds to be underwritten at such time pursuant to this
Agreement, the Company owned such Conventional Certificates,
free and clear of any Lien, except the lien of the Indenture;
each such Conventional Certificate has been duly and validly
assigned, pledged and delivered by the Company to the
Indenture Trustee or its nominee under the Indenture; the
Indenture, together with such assignment, pledge and delivery
of each such Conventional Certificate, the filing of a UCC-1
financing statement with respect to the Conventional
Certificates with the office of the Secretary of State of the
State of Texas and in such other jurisdictions, if any, as
such counsel deems appropriate, and the possession by the
Indenture Trustee, or its nominee, of the Conventional
Certificates not represented by book-entry accounts and of the
other assets

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<PAGE> 17
comprising the Initial Collateral, create as security for such
Bonds a valid and perfected security interest in the Trust
Estate as security for the repayment of such Bonds free and
clear of any prior Lien; a UCC-1 financing statement with
respect to the security interest created by the Indenture has
been filed in the office of the Secretary of State of the
State of Texas and in such other offices, if any, as such
counsel deems appropriate; no other recordings or filings in
any jurisdiction are necessary to perfect the security
interest of the Indenture Trustee in the Initial Collateral as
against any third party, and no further action is required to
create, attach or perfect such security interest except that:

(A) appropriate continuation statements with respect to
the UCC-1 financing statements referred to above must
be filed within six months prior to the expiration of
each consecutive five-year period commencing upon the
date of initial filing, and

(B) with respect to items of Initial Collateral and the
distributions thereof, a perfected security interest
in which is perfected by delivery of possession,
possession of such items must be maintained by the
Indenture Trustee or its bailee (other than an
affiliate of the Company).

(xiv) The Registration Statement is effective under
the 1933 Act, and, to the best of such counsel's knowledge, no
stop order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act and no
proceedings for that purpose have been instituted or
threatened by the Commission. The Indenture has been duly
qualified under the 1939 Act.

(xv) The Registration Statement and the applicable
Final Prospectus, and each amendment or supplement thereto
(other than the financial statements, schedules, notes
thereto, and the financial and statistical data included
therein and any documents incorporated by reference in the
Registration Statement and the applicable Final Prospectus,
including without limitation the Current Report, in each case
as to which no opinion need be rendered), as of their
respective effective or issue dates, complied as to form in
all material respects with the requirements of the 1933 Act,
the 1933 Act Regulations, the 1939 Act and the 1939 Act
Regulations; and each document, if any, filed pursuant to the
1934 Act (other than the financial statements, schedules,
notes thereto, and the financial and statistical data included
therein and any documents incorporated by reference in the
Registration Statement and the applicable Final Prospectus,
including without limitation the Current Report, in each case
as to which no opinion need be rendered) and incorporated by
reference in the applicable Final Prospectus, complied when so
filed as to form in all material respects with the 1934 Act
and the rules and regulations thereunder.

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<PAGE> 18
(xvi) The statements in the applicable Final
Prospectus under the caption "Certain Federal Income Tax
Consequences", to the extent they constitute matters of law or
legal conclusions, have been prepared or reviewed by such
counsel and correctly represent the opinion of such counsel;
the descriptions in such Final Prospectus of statutes, legal
and governmental proceedings and contracts and other documents
are accurate and fairly present the information required to be
shown.

(xvii) To the best of such counsel's knowledge,
there are no legal or governmental proceedings pending or
threatened which are required to be disclosed therein, nor any
contracts or documents of a character required to be described
or referred to in the Registration Statement or to be filed as
exhibits thereto other than those described or referred to
therein or filed as exhibits thereto (other than financial
statements, schedules, and notes thereto and the financial and
statistical data included therein and the other documents, if
any, incorporated by reference therein, as to which no opinion
need be rendered).

(xviii) The Company is not, and will not as a result
of the offer and sale of the Bonds as contemplated in this
Agreement and any applicable Terms Agreement, become an
"investment company" or under the "control" of an "investment
company" as such terms are defined in the Investment Company
Act which would be required to register under the Investment
Company Act.

(xix) Nothing has come to the attention of such
counsel that would lead them to believe that the Registration
Statement or any amendment thereto (other than the financial
statements, schedules, notes thereto and the financial and
statistical data included therein and any documents
incorporated by reference therein including without limitation
the Current Report related thereto, in each case as to which
no opinion need be rendered), at their respective effective
dates, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or
that the Final Prospectus or any amendment or supplement
thereto (other than the Current Report related thereto, in
each case as to which no opinion need be rendered), at their
respective issue dates or, as amended or supplemented (except
as aforesaid), at Closing Time, contained an untrue statement
of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.

(xx) The Bonds to be underwritten at such time
pursuant to this Agreement, or the Classes thereof as are
identified in such opinion for these purposes, will be
"mortgage related securities", as defined in Section 3(a)(41)
of the 1934 Act, so long

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<PAGE> 19
as such Bonds or the identified Classes are rated in one of
the two highest rating categories by at least one nationally
recognized statistical rating organization.

(2) The opinion, addressed to the Underwriters and dated the
Closing Time, of counsel to Capstead in form and substance reasonably
satisfactory to you and counsel for the Underwriters, to the effect that:

(i) Capstead has been duly organized and is validly
existing as a corporation, in good standing under the laws of
the jurisdiction of its organization with corporate power and
authority to own, lease and operate its properties and conduct
its business as described in the applicable Final Prospectus.

(ii) Capstead is not, nor will it be, as a result of
its entering into this Agreement and consummating the
transactions contemplated hereby, in violation of its charter
or bylaws, and to the best of such counsel's knowledge, is not
in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any material
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which it is a party or by which it or its
properties may be bound.

(iii) There is no action, suit or proceeding before
or by any court or governmental agency or body, domestic or
foreign, now pending, or, to the best of such counsel's
knowledge, against Capstead which could reasonably be expected
to interfere with or adversely affect the consummation of the
transactions contemplated herein.

(iv) The execution and delivery of this Agreement
and the applicable Terms Agreement, the incurrence of the
obligations herein and therein set forth and the consummation
of the transactions contemplated herein and therein have been
duly authorized by Capstead by all necessary corporate action;
and this Agreement and the applicable Terms Agreement have
been duly authorized, executed and delivered by Capstead.

(v) No filing or registration with, notice to or
consent, approval, authorization or order or other action of,
any court or governmental authority or agency, is required for
the consummation by Capstead of the transactions contemplated
by this Agreement or the applicable Terms Agreement, except
such as have been obtained and except such as may be required
under state securities or Blue Sky laws in connection with the
distribution of the Bonds to be underwritten at such time
pursuant to this Agreement by the Underwriters.

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<PAGE> 20
(c) At the Closing Time you shall have received the
opinion of Andrews & Kurth L.L.P., addressed to the Underwriters and
dated the Closing Time, with respect to certain tax matters, in
substantially the same form as their opinion filed as Exhibit 8.1 of
the Registration Statement.

(d) At the Closing Time you shall have received the
favorable opinion, dated the Closing Time, of Brown & Wood LLP,
counsel for the Underwriters, with respect to the matters set forth in
clauses (i), (vii), (x), (xi), (xiv), (xv), (xix) and (xx) of
paragraph (b)(1) of this Section 5 and in clause (iv) of paragraph
(b)(2) of this Section 5.

(e) At the Closing Time there shall not have been, since
the date of the applicable Terms Agreement or since the respective
dates as of which information is given in the Registration Statement,
any material adverse change in the condition, financial or otherwise,
earnings, business affairs, regulatory situation or business prospects
of the Company or Capstead, whether or not arising in the ordinary
course of business, and you shall have received, at the Closing Time,
a certificate of the Chairman of the Board, the President, any Senior
Executive Vice President, Executive Vice President, Senior Vice
President, Vice President or Authorized Officer of the Company and of
Capstead to the effect that there has been no such material adverse
change and to the effect that the other representations and warranties
of the Company and Capstead contained in Section 1 are true and
correct with the same force and effect as though made at and as of the
Closing Time.

(f) The Company and you shall have received from Deloitte
& Touche LLP (the "Independent Accountants") an agreed upon procedures
letter, dated as of the date of the applicable Terms Agreement and
delivered simultaneously with the printing of the Final Prospectus, in
form and substance satisfactory to you. In addition, the Company and
you shall have received from the Independent Accountants an agreed
upon procedures letter, in form and substance satisfactory to you,
with respect to the Computational Materials that are described in
Section 8(a) hereof.

(g) [Reserved]

(h) At the Closing Time, you and the Company shall have
received the favorable opinion of counsel for the Indenture Trustee,
addressed to the Underwriters and the Company and dated the Closing
Time, in form and substance satisfactory to you and counsel for the
Underwriters and the Company, to the effect that:

(i) The Indenture Trustee is duly incorporated,
validly existing and in good standing as a national banking
association under the laws of the United States of America,
with full corporate and trust power and authority to conduct
its business and affairs as a Indenture Trustee;

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<PAGE> 21
(ii) The Indenture Trustee has full power and
authority to execute and deliver the Indenture and to perform
its obligations thereunder;

(iii) The Indenture Trustee has duly accepted the
office of Indenture Trustee under the Indenture; and

(iv) The Indenture Trustee has duly authorized,
executed and delivered the Indenture.

(i) At the Closing Time, the Bonds then to be
underwritten pursuant to this Agreement shall be rated in the highest
rating category by the rating agencies requested to rate such Bonds or
such other rating category as the related Terms Agreement shall state.

(j) At the Closing Time, counsel for the Underwriters
shall have been furnished with such documents and opinions (including
copies of insurance policies described in the applicable Final
Prospectus and opinions of counsel with respect to such policies) as
they may reasonably require for the purpose of enabling them to pass
upon the Registration Statement, the applicable Final Prospectus, the
issuance and sale of the Bonds then to be underwritten pursuant to
this Agreement as contemplated in the applicable Terms Agreement and
related proceedings, or in order to evidence the accuracy of any of
the representations and warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the
Company, Capstead and the Partnership in connection with the issuance
and sale of the Bonds then to be underwritten pursuant to this
Agreement as contemplated in the applicable Terms Agreement and in the
Indenture shall be reasonably satisfactory in form and substance to
you and counsel for the Underwriters.

If any condition in this Section shall not have been fulfilled when
and as required to be fulfilled, this Agreement and the applicable Terms
Agreement may be terminated by you by notice to the Company at any time at or
prior to the Closing Time, and such termination shall be without liability of
any party to any other party except as provided in Section 4.

SECTION 6. Indemnification. (a) The Company and Capstead, jointly
and severally, agree to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the 1933 Act as follows:

(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any
untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of
any untrue statement or alleged untrue statement of a material
fact contained in any

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<PAGE> 22
preliminary prospectus, preliminary prospectus supplement or
the Final Prospectus (or any amendment or supplement thereto)
or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein in the
light of the circumstances under which they were made not
misleading; provided, however, that (A) the Company shall not
be liable in any such case if such untrue statement or
omission or such alleged untrue statement or omission was made
(1) in reliance upon and in conformity with written
information furnished to the Company by any Underwriter
through you expressly for use in the Registration Statement
(or any amendment thereto) or in any preliminary prospectus,
preliminary prospectus supplement or each Final Prospectus (or
any amendment or supplement thereto) or (2) in any Current
Report or any amendment or supplement thereof, except to the
extent that any untrue statement or alleged untrue statement
therein results (or is alleged to have resulted) directly from
an error (a "Mortgage Collateral Error") in the information
concerning the characteristics of the Mortgage Loans furnished
by the Company to you in writing or by electronic transmission
that was used in the preparation of either (x) any
Computational Materials (or amendments or supplements thereof)
included in such Current Report (or amendment or supplement
thereof) or (y) any written or electronic materials furnished
to prospective investors on which the Computational Materials
(or amendments or supplements thereof) were based; (B) such
indemnity with respect to any Corrected Statement (as defined
below) in such Final Prospectus (or supplement thereto) shall
not inure to the benefit of any Underwriter (or any person
controlling any Underwriter) from whom the person asserting
any loss, claim, damage or liability purchased the Bonds that
are the subject thereof if such person did not receive a copy
of a supplement to such Final Prospectus at or prior to the
confirmation of the sale of such Bonds and the untrue
statement or admission of a material fact contained in such
Final Prospectus (or supplement thereto) was corrected (a
"Corrected Statement") in such other supplement and such
supplement was furnished by the Company to you prior to the
delivery of such confirmation; and (C) such indemnity with
respect to any Mortgage Collateral Error shall not inure to
the benefit of any Underwriter (or any person controlling the
Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials (or
any written or electronic materials on which the Computational
Materials are based) that were prepared on the basis of such
Mortgage Collateral Error, if, prior to the time of
confirmation of the sale of the applicable Bonds to such
person, the Company notified you in writing of the Mortgage
Collateral Error or provided in written or electronic form
information superseding or correcting such Mortgage Collateral
Error (in any such case a "Corrected Mortgage Collateral
Error"), and such Underwriter failed to notify such person
thereof or to deliver to such person corrected Computational
Materials (or underlying written or electronic materials
relating thereto);

-22-
<PAGE> 23
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation,
investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever
based, in each case, upon any such untrue statement or
omission, or any such alleged untrue statement or omission, if
such settlement is effected with the written consent of the
Company;

(iii) against any and all expense whatsoever, as
incurred (including the reasonable fees and disbursements of
counsel chosen by you) reasonably incurred in investigating,
preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or
body, commenced or threatened or any claim whatsoever based
upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any
such expense is not paid under paragraphs (i) or (ii) above;

(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, its directors, each of its officers who
signed the Registration Statement, Capstead and each person, if any,
who controls the Company or Capstead within the meaning of Section 15
of the 1933 Act and the officers and directors of any such person
against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this
Section, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus,
preliminary prospectus supplement or the Final Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity
with (i) written information furnished to the Company by such
Underwriter expressly for use in the Registration Statement (or any
amendment thereto) or in any preliminary prospectus, preliminary
prospectus supplement or each Final Prospectus (or any amendment or
supplement thereto) or (ii) any Computational Materials (or amendments
or supplements thereof) furnished to the Company by such Underwriter
pursuant to Section 8 hereof and incorporated by reference in such
Registration Statement or the related Final Prospectus or any
amendment or supplement thereto (except that no such indemnity shall
be available for any losses, claims, damages or liabilities, or
actions in respect thereof, resulting from any Mortgage Collateral
Error, other than a Corrected Mortgage Collateral Error).

(c) Promptly after receipt by an indemnified party under
Section 6 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 6, notify such
indemnifying party in writing of the commencement thereof; but the
omission so to notify such indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise
than under this Section 6. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party or
parties of the

-23-
<PAGE> 24
commencement thereof, the indemnifying party or parties will be
entitled to participate therein, and to the extent that they may elect
by written notice delivered to an indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume
the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if the defendants in any such action
include both an indemnified party and an indemnifying party and such
indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which
are different from or addition to those available to any indemnifying
party, such indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from an
indemnifying party or parties to such indemnified party of their
election so to assume the defense of such action and approval by such
indemnified party or counsel, such indemnifying party or parties will
not be liable to such indemnified party under this Section 6 for any
legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) such
indemnified party shall have employed separate counsel in connection
with the assertion of legal defenses in accordance with the proviso to
the next preceding sentence (it being understood, however, that the
indemnifying party or parties shall not be liable for the expenses of
more than one separate counsel approved by the indemnified party or
parties in the case of subparagraph (a) or (b) above, representing the
indemnified parties under subparagraph (a) or (b) above, who are
parties to such action), (ii) the indemnifying party or parties shall
not have employed counsel satisfactory to the indemnified party or
parties to represent such indemnified party or parties within a
reasonable time after notice of commencement of the action or (iii)
the indemnifying party or parties have authorized the employment of
counsel for an indemnified party at the expense of the indemnifying
parties; and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).

(d) The indemnity agreement provided by this Section 6
shall be in addition to any liability the Company and the Underwriters
shall otherwise have.

SECTION 7. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 is for any reason held to be unavailable to or insufficient to hold
harmless the indemnified parties although applicable in accordance with its
terms, the Company and Capstead, on the one hand, and the Underwriters on the
other, shall:

(a) in the case of any losses, claims, damages and liabilities
(or actions in respect thereof) relating to a class or classes of any
Series of Bonds (a "Class" or "Classes," as the case may be) which do
not arise out of or are not based upon any untrue statement or
omission of a material fact in any Computational Materials (or any
amendments or

-24-
<PAGE> 25
supplements thereof), contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred in respect of any Class or Classes
underwritten pursuant to this Agreement by the Company or Capstead
and the Underwriter of such Class or Classes, as incurred, in such
proportions that the Underwriter of such Class or Classes is
responsible for that portion represented by the percentage that the
difference between the proceeds to the Company appearing on the cover
page of the applicable Final Prospectus and the total of all proceeds
received by such Underwriter from the sale of all Bonds underwritten
by it (the "Underwriting Discount") bears to the total proceeds
received by such Underwriter from such Bonds, and the Company and
Capstead are responsible for the balance;

(b) in the case of any losses, claims, damages and liabilities
(or actions in respect thereof) which arise out of or are based upon
any untrue statement or omission of a material fact in any
Computational Materials (or any amendments or supplements thereof),
contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreement
incurred in respect of any Class or Classes underwritten pursuant to
this Agreement by the Company or Capstead, and the Underwriter of such
Class or Classes, as incurred, in such proportion as is appropriate to
reflect the relative fault of the Company and Capstead on the one hand
and such Underwriter on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities,
claims, damages and expenses (or actions in respect thereof) as well
as any other relevant equitable considerations; provided that in no
event shall such Underwriter be responsible for an amount greater than
the excess, if any, of (i) the total proceeds received by such
Underwriter in the sale of all Bonds underwritten by it (taking into
account any gains or losses realized by such Underwriter in any
hedging transactions directly related to the Bonds) over (ii) the
proceeds received by the Company in respect of the Bonds purchased by
such Underwriter.

provided, however, that no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as such Underwriter and each director of
the Company, each officer of the Company and Capstead who signed the
Registration Statement, and each person, if any, who controls the Company or
Capstead within the meaning of Section 15 of the 1933 Act and the officers and
directors of any such person shall have the same rights to contribution as the
Company or Capstead.

SECTION 8. Computational Materials. (a) As soon as practicable and
in no event later than 3:00 p.m. Dallas, Texas time three Business Days before
the date on which the Final Prospectus relating to the Bonds of a Series is
required to be filed by the Company with the Commission pursuant to Rule 424
under the 1933 Act, you shall deliver to the Company five complete copies of

-25-
<PAGE> 26
all materials provided by you to prospective investors regarding the Class or
Classes being underwritten by you which constitute "Computational Materials"
within the meaning of the no-action letter dated May 20, 1994 issued by the
Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder Structured Asset
Corporation (the "Kidder Letter"), and the filing of which material is a
condition of the relief granted in such letter (such materials being the
"Computational Materials"). Each delivery of Computational Materials to the
Company pursuant to this paragraph (a) shall be effected by delivering four
copies of such materials to counsel for the Company at Andrews & Kurth L.L.P.,
4400 Thanksgiving Tower, Dallas, Texas 75201, or such other address specified
by such counsel to you in writing, and one copy of such materials to the
Company.

(b) You represent and warrant to and agree with the
Company, as of the date of the related Terms Agreement and as of the
Closing Date, that:

(i) the Computational Materials furnished to the
Company pursuant to Section 8(a) constitute (either in
original, aggregated or consolidated form) all of the
materials furnished to prospective investors by the
Underwriters prior to the time of delivery thereof to the
Company that are required to be filed with the Commission with
respect to the related Bonds in accordance with the Kidder
Letter, and such Computational Materials comply with the
requirements of the Kidder Letter; and

(ii) on the date any such Computational Materials
with respect to such Bonds (or any written or electronic
materials furnished to prospective investors on which the
Computational Materials are based) were last furnished to each
prospective investor and on the date of delivery thereof to
the Company pursuant to Section 8(a) and on the related
Closing Date, such Computational Materials (or materials) did
not and will not include any untrue statement of a material
fact or, when read in conjunction with the Final Prospectus
and Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading.

Notwithstanding the foregoing, you make no representation or warranty as to
whether any Computational Materials (or any written or electronic materials on
which the Computational Materials are based) included or will include any
untrue statement resulting directly from any Mortgage Collateral Error (except
any Corrected Mortgage Collateral Error, with respect to materials prepared
after the receipt by you from the Company of notice of such Corrected Mortgage
Collateral Error or materials superseding or correcting such Corrected Mortgage
Collateral Error).

(c) You acknowledge and agree that the Company has not authorized
and will not authorize the distribution of any Computational Materials to any
prospective investor, and agree that any Computational Materials with respect
to any Series of Bonds furnished to prospective investors

-26-
<PAGE> 27
from and after the date hereof shall include a disclaimer in form reasonably
satisfactory to the Company. You agree that you will not represent to
investors that any Computational Materials were prepared or disseminated on
behalf of the Company. This disclaimer shall not alter the rights or
obligations of the parties hereto pursuant to Sections 6 and 7 hereof.

(d) If, at any time when a prospectus relating to the Bonds of a
Series is required to be delivered under the 1933 Act, it shall be necessary to
amend or supplement the related Final Prospectus as a result of an untrue
statement of a material fact contained in any Computational Materials provided
by you pursuant to this Section 8 or the omission to state therein a material
fact required, when considered in conjunction with the Final Prospectus and
Prospectus Supplement, to be stated therein or necessary to make the statements
therein, when read in conjunction with the Final Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend or supplement
any Current Report to comply with the 1933 Act or the rules thereunder, you
promptly will prepare and furnish to the Company for filing with the Commission
an amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance. You represent and warrant to the
Company, as of the date of delivery of such amendment or supplement to the
Company, that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with the Final
Prospectus and Prospectus Supplement, omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
The Company shall have no obligation to file such amendment or supplement if
the Company determines that (i) such amendment or supplement contains any
untrue statement of a material fact or, when read in conjunction with the Final
Prospectus and Prospectus Supplement, omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
(it being understood, however, that the Company shall have no obligation to
review or pass upon the accuracy or adequacy of, or to correct, any such
amendment or supplement provided by the Underwriter to the Company pursuant to
this paragraph (d)) or (ii) such filing is not required under the Act; provided
that, in the event the Company makes such a determination, it shall immediately
notify you in writing of the reasons for such determination; and, provided,
further, that it shall file such amendment or supplement if you specifically
confirm in writing to the Company that (A) such amendment or supplement does
not contain any untrue statement of a material fact or, when read in
conjunction with the Final Prospectus and Prospectus Supplement, omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading and (B) you are advising the Company to file
such amendment or supplement.

(e) You will cooperate with, and provide any information necessary to
the Independent Accountants so that they may complete and deliver their
agreed-upon procedures letter described in Section 5(f) hereof in a timely
manner so that such letter may be delivered to the Company by not later than
5:00 p.m. New York time, on the Business Day before the date on which the
Current Report described in Section 3(b) is required to be filed with the
Commission.

-27-
<PAGE> 28
SECTION 9. Representations, Warranties, and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Company or Capstead
submitted pursuant hereto or as contemplated hereby, shall remain operative and
in full force and effect, regardless of any investigation made by or on behalf
of the Company or Capstead or a controlling person thereof, and shall survive
delivery of any Bonds to the Underwriters.

SECTION 10. Termination of Agreement. (a) This Agreement may be
terminated for any reason at any time by either the Company or you upon the
giving of thirty days' written notice of such termination to the other party
hereto; provided, however, that if a Terms Agreement has been entered into but
the applicable Closing Time has not occurred, this Agreement shall not be
terminated pursuant to this Section 10(a) prior to such Closing Time.

(b) You may terminate this Agreement or such Terms Agreement, by
notice to the Company, at any time at or prior to the Closing Time, (i) if
there has been, since the respective dates as of which information is given in
the Registration Statement or the applicable Final Prospectus, any material
adverse change in the condition, financial or otherwise, earnings, business
affairs, regulatory situation or business prospects of the Company, Capstead or
the Partnership, whether or not arising in the ordinary course of business,
(ii) if there shall have occurred any material adverse change in the financial
markets of the United States or any outbreak or escalation of hostilities or
other national or international calamity or crisis the effect of which is such
as to make it, in your judgment, impracticable to market the Bonds or enforce
contracts for the sale of the Bonds, or (iii) if trading in any securities of
the Company has been suspended by the Commission or a national securities
exchange, or if trading generally on either the American Stock Exchange or the
New York Stock Exchange shall have been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for securities have
been required, by either of said exchanges or by order of the Commission or any
other governmental authority, or if a banking moratorium shall have been
declared by either Federal or New York authorities, or (iv) if the rating
assigned by any nationally recognized securities rating agency requested to
rate any specific debt securities of the Company as of the date of any
applicable Terms Agreement shall have been lowered since that date or if any
such rating agency shall have publicly announced that it has under surveillance
or review, with possible negative implications, its requested rating of such
debt securities of the Company, or (v) if there shall have come to your
attention any facts that would cause you to believe that the applicable Final
Prospectus, at the time it was required to be delivered to a purchaser of the
Bonds offered thereby, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in light of the circumstances existing at the time of such delivery,
not misleading.

(c) In the event of any such termination, (i) the covenants set
forth in Section 3 with respect to any offering of Bonds shall remain in effect
so long as any Underwriter owns any such Bonds purchased from the Company
pursuant to the applicable Terms Agreement and (ii) the

-28-
<PAGE> 29
covenant set forth in Section 3(i), the provisions of Section 4, the indemnity
agreement set forth in Section 6, the contribution provisions set forth in
Section 7, and the provisions of Sections 8, 9 and 14 shall remain in effect.

SECTION 11. Default by One or More of the Underwriters. If one or
more of the Underwriters shall fail at the Closing Time to purchase the Bonds
which it or they are obligated to purchase hereunder and under the applicable
Terms Agreement (the "Defaulted Bonds"), you shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than
all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the
terms herein set forth and under the applicable Terms Agreement. If, however,
you have not completed such arrangements within such 24-hour period, then:

(a) if the aggregate original principal amount of
Defaulted Bonds does not exceed 10% of the aggregate original
principal amount of the Bonds to be purchased pursuant to such Terms
Agreement, the non-defaulting Underwriters named in such Terms
Agreement shall be obligated to purchase the full amount thereof in
the proportions that their respective underwriting obligations
thereunder bear to the underwriting obligations of all non-defaulting
Underwriters; and

(b) if the aggregate original principal amount of
Defaulted Bonds exceeds 10% of the aggregate original principal amount
of the Bonds to be purchased pursuant to such Terms Agreement, the
applicable Terms Agreement shall terminate without any liability on
the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 11 and nothing in this
Agreement shall relieve any defaulting Underwriter from liability in respect of
its default.

In the event of any such default which does not result in a
termination of this Agreement or such applicable Terms Agreement, either you or
the Company shall have the right to postpone the Closing Time for a period of
time not exceeding seven days in order to effect any required changes in the
Registration Statement or in any other documents or arrangements.

SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of written telecommunication. Notices to the
Company shall be directed to its agent for service set forth on the cover page
of the Registration Statement, notices to the Company shall be directed to it
at CityPlace Center East, 2711 N. Haskell Avenue, Suite 900, Dallas, Texas
75204, Attention: Ronn K. Lytle and notices to you shall be directed to you
c/o Donaldson Lufkin & Jenrette Securities Corporation, 277 Park Avenue, 9th
Floor, New York, New York 10172, Attention: Paul Najarian,

-29-
<PAGE> 30
or in respect of any Terms Agreement, to such other person and place agreed
upon by those of you who are parties to such Terms Agreements.

SECTION 13. Parties. This Agreement shall inure to the benefit of
and be binding upon you, the Company and Capstead, and any Terms Agreement
shall inure to the benefit of and be binding upon the Company and Capstead and
any Underwriter who becomes a party to such Terms Agreement, and their
respective successors. Nothing expressed or mentioned in this Agreement or any
Terms Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and officers and directors referred to in Sections 6
and 7 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any Terms Agreement or
any provision herein or therein contained. This Agreement and any Terms
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the parties hereto and thereto and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Bonds from any Underwriter shall
be deemed to be a successor by reason merely of such purchase.

SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT AND EACH TERMS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

-30-
<PAGE> 31
If the foregoing is in accordance with your understanding hereof, the
form of acceptance set forth below should be signed by you, whereupon this
instrument along with all counterparts will become a binding agreement among
the Company, Capstead, and us in accordance with its terms.

Very truly yours,

CMC SECURITIES CORPORATION IV

By:
----------------------------
Wade Walker,
Vice President

CAPSTEAD MORTGAGE CORPORATION

By:
----------------------------
Wade Walker,
Vice President

ACCEPTED at New York, New York as
of the date first above written.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------

<PAGE> 32
EXHIBIT A

CMC SECURITIES CORPORATION IV
(a Delaware corporation)

Collateralized Mortgage Obligations, Series 199_-__

Terms Agreement

Dated: ___________________

CMC Securities Corporation IV
CityPlace Center East
2711 N. Haskell Avenue
Suite 900
Dallas, Texas 75204

Re: Underwriting Agreement dated ________ __, 199_
Title of Bonds:

Section 1. The Bonds: The Series 199_-__ Bonds (the "Series 199_-__ Bonds")
shall be as follows:

(a) Principal amount to be issued: $_____________

(b) Public offering price:

[plus accrued interest from _______________.]

(d) Payment Dates:

(e) Accrual Periods:

(f) Bond Rating: It is a condition to the issuance of the Series 199_-__
Bonds that they be rated "___" by _______________.
<PAGE> 33
Section 2. Closing; Stand-Off Period:

(a) Closing date and location:

(b) Type of funds to be delivered by the Underwriters at the Closing:

(d) Securities excluded from Stand-Off Period restrictions:

Section 3. Co-managers:

Section 4. Purchase by the Underwriter(s):

The Underwriter(s) agrees, subject to the terms and provisions herein and
of the above-referenced Underwriting Agreement (as modified and amended by the
terms hereof), which is incorporated herein in its entirety and made a part
hereof, to purchase [the entire aggregate principal amount of the Series
199_-__ Bonds in the Classes set forth in Section 1 hereof].

[Name of Underwriter]

By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------

[Name of Underwriter]

By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------

Accepted:

CMC SECURITIES CORPORATION IV

By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------

Accepted:

CAPSTEAD MORTGAGE CORPORATION

By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------

<PAGE> 1
EXHIBIT 4.1

CMC SECURITIES CORPORATION IV,

Issuer,

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

INDENTURE

Dated as of October 1, 1997

Relating to

COLLATERALIZED MORTGAGE OBLIGATIONS

(Issuable in Series)

(Senior/Subordinate Bonds)
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1 General Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Accountant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Accrual Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Accrued Bond Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Administrator" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Advice" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Aggregate Certificate Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Aggregate Current Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Aggregate Imputed Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Assumed Reinvestment Rate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Authenticating Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Available Funds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Bankruptcy Coverage Termination Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Bankruptcy Loss" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Bankruptcy Loss Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Beneficial Owner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Bondholder" or "Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Bond Interest Rate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Bond Redemption Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Bond Register" and "Bond Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Book Entry Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Book Entry Nominee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Book Entry Termination" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Certificate Account" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Certificate Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Certificate Rate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Certificate Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Class" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Class Current Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Class Imputed Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Class Original Principal Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Class Redemption Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>

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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
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<S> <C>
"Clearing Agency" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Clearing Agency Participants" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Closing Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"COFI" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"COFI Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Collateral Group" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Collection Account" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Compound Interest Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Conventional Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Conventional Certificate Prepayment Reserve Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Corporate Trust Office" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Cross-over Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Current Principal Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Debt Service Reduction" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Debt Service Requirement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Deceased Holder Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Deficient Valuation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Definitive Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Disqualified Organization" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Distribution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Distribution Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Eligible Account" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Eligible Investments" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Eligible Substitute Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"ERISA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"ERISA Prohibited Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"ERISA Restricted Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Excess Bankruptcy Loss" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Excess Fraud Loss" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Excess Losses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Excess Special Hazard Loss" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Expense Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Expense Reserve Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"FHLMC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"First SAB Paydown Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"FNMA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Formula Rate Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

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<PAGE> 4
TABLE OF CONTENTS
(Continued)

<TABLE>
<CAPTION>
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<S> <C>
"Fraud Loss" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Fraud Loss Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Fraud Loss Coverage Termination Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Future Value" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"GNMA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Grant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Guarantor" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Guaranty Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Highest Lawful Rate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Highest Priority Junior Class" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Imputed Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Indenture" or "this Indenture" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Independent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Index" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Individual Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Initial Interest Payment Date": . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Interest Accrual Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Interest Delay Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Interest Determination Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Interest Only Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Interest Payment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Interest Shortfall" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Issuer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Issuer Order" and "Issuer Request" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Issuer Resolution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Junior Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Junior Bond Writedown Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Junior Imputed Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Letter Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"LIBOR" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"LIBOR Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"LIBOR Interest Accrual Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Liquidated Mortgage Loan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Liquidation Proceeds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Manager" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Maximum Bond Interest Rate Assumption" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Maximum Variable Interest Rate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Month of Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Monthly Payment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

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<TABLE>
<CAPTION>
Page
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"Mortgaged Properties" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Net Interest Shortfall" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Net Liquidation Proceeds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"New York Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"New York Office" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Non-Disqualification Opinion" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Non-permitted Foreign Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Non-U.S. Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Notional Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
"Officers' Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
"Opinion of Counsel" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
"Original Principal Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
"Outstanding" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
"Overdue Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
"Payment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
"Payment Date Statement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
"Permitted Encumbrance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
"Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Pledged Account" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Pool Scheduled Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Pooling and Administration Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Predecessor Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Prepayment Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Principal Distribution Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Principal Only Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Principal Payment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Principal Prepayment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Principal Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
"Principal Reduction Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
"Proceeding" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
"Qualified GIC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
"Qualified Liquidation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
"Qualified Nominee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
"Rating Agency" or "Rating Agencies" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
"Realized Losses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
"Record Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
"Redemption Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
"Redemption Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
"Reference Bank" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

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<TABLE>
<CAPTION>
Page
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<S> <C>
"Reinvestment Income" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"REMIC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"REMIC Loss" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"REMIC Provisions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"Remittance Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"Reserve Interest Rate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"Residual Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"Residual Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"Residual Interest Holders" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"Responsible Officer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
"Restricted Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"SAB Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"SAB Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"SAB Payment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"SAB Principal Payment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"Sale" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"Schedule of Certificates" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"Scheduled Principal Balance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"Senior Bond" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"Series" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"Series Supplement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
"Special Hazard Loss" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Special Hazard Loss Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Special Hazard Coverage Termination Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Special Payment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Special Payment Date Statement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Special Record Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Startup Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Stated Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Straight Pass-Through Conventional Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
"Tender Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Trust Estate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Trust Indenture Act" or "TIA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Uncertificated Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Unpaid Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Variable Rate Bond Redemption Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Variable Rate Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Variable Rate Interest Accrual Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Vice President" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Voting Record Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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Section 1.2 RESERVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 1.3 Calculations Respecting Mortgage Loans Underlying Certificates . . . . . . . . . . . . . . . . . 26

ARTICLE II - THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.1 Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.2 Form of Trustee's Certificate of Authentication the form of the Trustee's certificate of
authentication is as follows: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.3 Bonds Issuable in Series and Classes; General Provisions with Respect to Principal and
Interest Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 2.4 Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.5 Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.6 Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.7 Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . 37
Section 2.8 Mutilated, Destroyed, Lost or Stolen Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 2.9 Payments of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 2.10 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 2.11 Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 2.12 Authentication and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 2.13 Book Entry Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 2.14 Termination of Book Entry System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 2.15 Restrictions on Transfer of Certain Classes of Bonds . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE III - COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 3.1 Payment of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 3.2 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 3.3 Money for Bond Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 3.4 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 3.5 Protection of Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 3.6 Opinions as to Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 3.7 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 3.8 Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 3.9 Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 3.10 Contribution of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 3.11 Successor Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE IV - SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 4.1 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 4.2 Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 4.3 REMIC Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 4.4 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
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ARTICLE V - DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 5.1 Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 5.2 Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . 70
Section 5.3 Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 5.4 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 5.5 [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 5.6 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 5.7 Trustee May Enforce Claims without Possession of Bonds . . . . . . . . . . . . . . . . . . . . . 73
Section 5.8 Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 5.9 Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 5.10 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 5.11 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 5.12 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 5.13 Control by Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 5.14 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 5.15 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 5.16 Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 5.17 Sale of Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 5.18 Action on Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 5.19 No Recourse to Other Trust Estates or Other Assets of the Issuer . . . . . . . . . . . . . . . . 81
Section 5.20 Application of the TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE VI - THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 6.1 Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 6.2 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 6.3 Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 6.4 Not Responsible for Recitals or Issuance of Bonds . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 6.5 May Hold Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 6.6 Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 6.7 Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 6.8 Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 6.9 Eligibility; Trustee's Capital and Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 6.10 Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 6.11 Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee . . . . . . . . . . . . . 89
Section 6.13 Preferential Collection of Claims Against Issuer . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 6.14 Co-trustees and Separate Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 6.15 Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Section 6.16 Alternate Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
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ARTICLE VII - BONDHOLDERS' LISTS AND REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 7.1 Issuer to Furnish Trustee Names and Addresses of Bondholders . . . . . . . . . . . . . . . . . . 93
Section 7.2 Preservation of Information; Communications to Bondholders . . . . . . . . . . . . . . . . . . . 93
Section 7.3 Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 7.4 Reports by Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

ARTICLE VIII - ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES . . . . . . . . . . . . . . . . . . . . . . 95
Section 8.1 Collection of Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 8.2 Collection Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 8.3 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 8.4 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 8.5 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 8.6 General Provisions Regarding Pledged Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 8.7 Reports by Trustee to Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Section 8.8 Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 8.9 Reports by Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 8.10 Expense Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 8.11 Substitution of Certificates with Eligible Substitute Certificates . . . . . . . . . . . . . . . 104

ARTICLE IX - SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Section 9.1 Supplemental Indentures without Consent of Bondholders . . . . . . . . . . . . . . . . . . . . . 106
Section 9.2 Supplemental Indentures with Consent of Bondholders . . . . . . . . . . . . . . . . . . . . . . . 108
Section 9.3 Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Section 9.4 Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Section 9.5 Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Section 9.6 Reference in Bonds to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Section 9.7 Amendments to Governing Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

ARTICLE X - REDEMPTION OF BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Section 10.1 Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Section 10.2 Form of Redemption Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Section 10.3 Bonds Payable on Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Section 10.4 Right of Redemption by Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
Section 10.5 Withdrawal of Requests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Section 10.6 Redemption Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Section 10.7 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

ARTICLE XI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Section 11.1 Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Section 11.2 Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Section 11.3 Acts of Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
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Section 11.4 Notices, etc. to Trustee and Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
Section 11.5 Notices and Reports to Bondholders; Waiver of Notices . . . . . . . . . . . . . . . . . . . . . . 120
Section 11.6 Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
Section 11.7 Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
Section 11.8 Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
Section 11.9 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Section 11.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Section 11.11 Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Section 11.12 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Section 11.13 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Section 11.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Section 11.15 Recording of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Section 11.16 Corporate Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Section 11.17 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Section 11.18 Usury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Section 11.19 REMIC Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Section 11.20 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Section 11.21 Appointment of Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
</TABLE>

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<PAGE> 11
INDENTURE, dated as of October 1, 1997 (herein, as amended or
supplemented from time to time as permitted hereby, called this "Indenture"),
between CMC Securities Corporation IV, a Delaware corporation (herein, together
with its permitted successors and assigns, called the "Issuer"), and U.S. Bank
National Association, as trustee (herein, together with its permitted
successors in the trusts hereunder, called the "Trustee").

PRELIMINARY STATEMENT

The Issuer has duly authorized the execution and delivery of this
Indenture to provide for one or more series (a "Series") of its Collateralized
Mortgage Obligations ("Bonds"), issuable as provided in this Indenture. Each
Series of such Bonds will be issued only under a separate supplement to this
Indenture duly executed and delivered by the Issuer and the Trustee and limited
to the amount therein described. Each Series of Bonds shall be non-recourse
obligations of the Issuer and shall be limited in right of payment to amounts
available from the Trust Estate (as defined herein) relative thereto as
provided in this Indenture and the Issuer shall not otherwise be liable for
payments on the Bonds. All covenants and agreements made by the Issuer herein
are for the benefit and security of the holders of the Bonds. The Issuer is
entering into this Indenture, and the Trustee is accepting the trusts created
hereby, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the
Issuer in accordance with its terms have been done.

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<PAGE> 12

ARTICLE I

DEFINITIONS

Section 1.1 General Definitions.

Except as otherwise specified or as the context may otherwise require,
the following terms have the respective meanings set forth below (as
supplemented, to the extent indicated below, by the provisions of the Series
Supplement for a particular Series) for all purposes of this Indenture, and the
definitions of such terms are applicable to the singular as well as to the
plural forms of such terms and to the masculine as well as to the feminine and
neuter genders of such terms. Whenever any reference is made to an amount the
determination or calculation of which is governed by Section 1.3, the
provisions of Section 1.3 shall be applicable to such determination or
calculation, whether or not reference is specifically made to Section 1.3,
unless some other method of calculation or determination is expressly specified
in the particular provision. Whenever reference is made herein to an Event of
Default or Default necessitating or involving action by the Trustee, such
reference shall be construed to refer only to an Event of Default or Default of
which the Trustee is deemed to have notice or knowledge pursuant to Section
6.1(d). All other terms used herein which are defined in the Trust Indenture
Act (as hereinafter defined), either directly or by reference therein, have the
meanings assigned to them therein.

"Accountant": A Person engaged in the practice of accounting who
(except when this Indenture provides that an Accountant must be Independent)
may be employed by or affiliated with the Issuer or an Affiliate of the Issuer.

"Accrual Date": With respect to any Series, the date upon which
interest begins accruing on the Bonds of such Series, as specified in such
Bonds and the related Series Supplement.

"Act": With respect to any Bondholder, as defined in Section 11.3.

"Accrued Bond Interest": With respect to any Bond of a Series, other
than a Principal Only Bond, on any Interest Payment Date an amount equal to the
interest accrued on the Imputed Principal Balance or Notional Amount, as
applicable, thereof prior to such Interest Payment Date during the related
Interest Accrual Period at the applicable Bond Interest Rate, less such Bond's
share of any Net Interest Shortfalls and the interest portion of any Excess
Losses and Realized Losses incurred on the mortgage loans underlying the
Conventional Certificates securing such Series in the calendar month preceding
the month in which such Interest Payment Date occurs and which are then
allocable to the Class of such Bonds, in accordance with the provisions of the
related Series Supplement. Interest accrued on a Bond for the purposes of this
definition shall be calculated on the basis of a 360-day year consisting of
twelve months of thirty days each.

"Administrator": As to each Series and at any relevant time, the
Person then acting as administrator under the Pooling and Administration
Agreement applicable to such Series.

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<PAGE> 13
"Advice": With respect to an Uncertificated Certificate, an
instrument or instruments evidencing and acknowledging the transfer or pledge
of such Uncertificated Certificate to the Trustee, issued by one or more
entities maintaining books on which transfers or pledges of such Uncertificated
Certificate are recorded in accordance with applicable statutes and
regulations.

"Affiliate": of any specified Person: Any other Person controlling or
controlled by or under common control with such specified Person. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Agent": Any Bond Registrar, Paying Agent or Authenticating Agent.

"Aggregate Certificate Balance": With respect to the Certificates
securing a Series, the aggregate of the Certificate Principal Balances for all
such Certificates as of the date of determination.

"Aggregate Current Principal Balance": With respect to any Series,
the sum of the Class Current Principal Amounts of all Classes of Bonds of such
Series Outstanding at the time of determination.

"Aggregate Imputed Principal Balance": With respect to any Series,
the sum of the Class Imputed Principal Balances of all Classes of Bonds of such
Series Outstanding at the time of determination.

"Assumed Reinvestment Rate": With respect to any Series for any
period, the respective percentage or percentages per annum, if any, specified
in the related Series Supplement, compounded monthly unless otherwise specified
in the related Series Supplement.

"Authenticating Agent": With respect to any particular Series, the
Person, if any, named as Authenticating Agent for such Series in the related
Series Supplement or appointed by the Trustee at the request of the Issuer
pursuant to Section 6.15, until any successor Authenticating Agent for such
Series is named, and thereafter "Authenticating Agent" shall mean such
successor.

"Available Funds": With respect to a Series of Bonds, as defined in
the Series Supplement relative thereto.

"Bankruptcy Coverage Termination Date": With respect to any relevant
Series of Bonds, the earlier of (a) the Payment Date on which the amount of
Bankruptcy Losses incurred on the mortgage loans underlying the Conventional
Certificates securing such Series of Bonds and not previously deducted from the
Bankruptcy Loss Amount relative to such Series of Bonds equals or exceeds such
Bankruptcy Loss Amount on such Payment Date, and (b) the Cross-over Date
relative to such Series of Bonds.

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<PAGE> 14
"Bankruptcy Loss": Unless otherwise specified in the related Series
Supplement, a loss incurred on a mortgage loan underlying a Conventional
Certificate securing a Series of Bonds as a consequence of a Debt Service
Reduction or a Deficient Valuation.

"Bankruptcy Loss Amount": With respect to any relevant Series of
Bonds, the amount specified in the related Series Supplement, as adjusted from
time to time in accordance with such Series Supplement.

"Beneficial Owner": With respect to a Book Entry Bond, the Person who
is the beneficial owner of such Bond as reflected on the books of the Clearing
Agency for the Class or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency).

"Board of Directors": Either the Board of Directors of the Issuer or
the Executive Committee or Finance Committee, if any, of that Board.

"Bondholder" or "Holder": The Person in whose name a Bond is
registered in the Bond Register.

"Bond Interest Rate": With respect to any Series or Class, the annual
rate at which interest accrues on the Bonds of such Series or Class, as
specified in the related Series Supplement.

"Bond Redemption Date": With respect to a Series of Bonds, as defined
in the Series Supplement relative thereto.

"Bond Register" and "Bond Registrar": As defined in Section 2.7.

"Bonds": Any bonds authorized by, and authenticated and delivered
under, this Indenture.

"Book Entry Bonds": As specified in the related Series Supplement,
Bonds of any Class which are issued in book entry form and held in the form of
a single certificate issued in the name of a Clearing Agency registered with
the Commission.

"Book Entry Nominee": As defined in Section 2.15.

"Book Entry Termination": The time at which the book entry
registration of the Book Entry Bonds shall terminate, as specified in Section
2.14.

"Business Day": Any day that is not a Saturday, Sunday or other day
on which commercial banking institutions in the City of New York or in the city
in which the Corporate Trust Office is located are authorized or obligated by
law or executive order to be closed, or as otherwise set forth in the related
Series Supplement.

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<PAGE> 15
"Certificate": A Conventional Certificate which is Granted to the
Trustee under this Indenture and the related Series Supplement as security for
a particular Series. The term "Certificates" means all of the Conventional
Certificates (if any) Granted to the Trustee under this Indenture and the
related Series Supplement as security for a particular Series. The term
"outstanding Certificates" as of any date means all of the Certificates other
than any Certificates which have been fully paid as of such date.

"Certificate Account": With respect to a Series of Bonds
collateralized by Conventional Certificates, the account designated as the
Certificate Account in respect thereof in the related Pooling and
Administration Agreement.

"Certificate Principal Balance": As of the date of any determination
with respect to any Certificate, the aggregate of the Scheduled Principal
Balances of the mortgage loans underlying such Certificate at such time.

"Certificate Rate": With respect to any Certificate, the pass-through
rate of interest payable to the holder thereof as indicated thereon. In the
event that any Certificate provides for a pass-through rate of interest which
is calculated on a mortgage loan by mortgage loan basis (equal as to each such
mortgage loan to the interest rate borne thereby less the servicing,
Certificate Trustee and other fees specified in such Certificate) the
Certificate Rate for such Certificate at the time of any determination shall be
the weighted average of such individual mortgage loan coupon rates less such
servicing, certificate trustee and other fees, as applicable.

"Certificate Trustee": With respect to any Series of Bonds
collateralized by Conventional Certificates, the entity designated as Trustee
under the related Pooling and Administration Agreement.

"Class": With respect to any Series, each subdivision of the Bonds
created pursuant to the related Series Supplement, such subdivisions having the
characteristics and designations set forth in such related Series Supplement.

"Class Current Principal Balance": With respect to any Class of Bonds
of any Series, and as of any date of determination, the sum of the Current
Principal Amounts of all Outstanding Bonds of such Class at such date.

"Class Imputed Principal Balance": With respect to any Class of Bonds
of a Series as of any date of determination, the sum of the Imputed Principal
Balance of all Outstanding Bonds of such Class at such date.

"Class Original Principal Amount": With respect to any Class of Bonds
of a Series, the aggregate Original Principal Amount of the Bonds of such Class
on the date of issuance thereof, as specified in the related Series Supplement.

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<PAGE> 16
"Class Redemption Amount": With respect to any Class or Classes of
Bonds of any Series, the amount or amounts described in Section 10.4(b) hereof
and determined in accordance with the provisions of the applicable Series
Supplement.

"Clearing Agency": An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities and Exchange Act of 1934, as amended,
and the regulations of the Commission thereunder. The Clearing Agency for any
Class of Book Entry Bonds will be specified in the related Series Supplement.

"Clearing Agency Participants": The entities for whom the Clearing
Agency will maintain book entry records of ownership and transfer of Book Entry
Bonds, which may include securities brokers and dealers, banks and trust
companies and clearing corporations and certain other organizations.

"Closing Date": With respect to any Series, the date on which Bonds
of such Series are first executed, authenticated and delivered.

"Code": The Internal Revenue Code of 1986, as it may be amended from
time to time and as it may be interpreted under regulations promulgated by the
Treasury Department and published rulings issued by the United States Internal
Revenue Service from time to time.

"COFI": The per annum rate equal to the monthly weighted average cost
of funds for member institutions of the Eleventh District of the Federal Home
Loan Bank System, as published by the Federal Home Loan Bank of San Francisco.

"COFI Bond": With respect to any relevant Series, any Bond thereof
the interest rate on which is determined by reference to COFI, as specified in
the related Series Supplement.

"Collateral Group": With respect to any Series, a group of one or
more outstanding Certificates and/or any other assets which may be included in
the Trust Estate securing such Series which have the characteristics described
in the related Series Supplement.

"Collection Account": With respect to any Series, the trust account
or accounts created and maintained pursuant to Section 8.2, which account shall
be an Eligible Account.

"Commission": The Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at
such time under the Trust Indenture Act or similar legislation replacing the
Trust Indenture Act.

"Compound Interest Bond": A Bond on which interest accrues and is
added to the principal of such Bond on each related Interest Payment Date
through the Initial Interest Payment Date for

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<PAGE> 17
such Bond, but with respect to which neither interest nor principal is due or
payable until such Initial Interest Payment Date.

"Conventional Certificate": A conventional mortgage pass through
certificate administered by the Administrator for a particular Series (or one
of the Administrators if there is more than one for a particular Series) and
representing a fractional undivided interest in a pool of conventional mortgage
loans secured by single family (one-to-four unit) or multifamily residences,
which certificate is Granted to the Trustee under this Indenture and the
related Series Supplement as security for such Series. The term "outstanding
Conventional Certificates" as of any date means the Conventional Certificates
other than the Conventional Certificates which have been fully paid as of such
date.

"Conventional Certificate Prepayment Reserve Amount": With respect to
the Straight Pass-Through Conventional Certificates, if any, securing a Series
at any time, an amount equal to interest for such period of time, if any, as
may be specified in the related Series Supplement, at the respective
Certificate Rates for such Conventional Certificates, on their respective
Certificate Principal Balances as of the date of determination.

"Corporate Trust Office": The principal corporate trust office of the
Trustee located at 180 East Fifth Street, St. Paul, Minnesota 55101, Attention:
Corporate Trust Department or at such other address as the Trustee may
designate from time to time by notice to the Bondholders and the Issuer, or the
principal corporate trust office of any successor Trustee.

"Cross-over Date": With respect to a Series of Bonds, unless
otherwise specified in the Series Supplement relative thereto, the Payment Date
on which the Class Imputed Principal Balances of all Classes of Junior Bonds of
such Series have been reduced to zero.

"Current Principal Amount": With respect to any Bond of any Series as
of any date of determination, the sum of:

(a) the Original Principal Amount of such Bond, and

(b) if such Bond is a Compound Interest Bond, the
aggregate amount of interest, if any, accrued on such Bond and added
to the principal thereof on each Interest Payment Date for such Series
through the Interest Payment Date immediately preceding such date of
determination,

reduced by all prior payments, if any, made with respect to principal
(including payments with respect to amounts previously added to principal as
described in clause (b) above) of such Bond.

"Debt Service Reduction": With respect to a mortgage loan underlying
the Conventional Certificates securing a Series, as defined in the related
Pooling and Administration Agreement.

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<PAGE> 18
"Debt Service Requirement": Except as otherwise provided in the
related Series Supplement, with respect to a particular Payment Date for a
Series, the Available Funds.

"Deceased Holder Bonds": Bonds as to which redemption is requested
pursuant to Section 10.4 by the personal representative, surviving joint tenant
or surviving tenant by the entirety of a deceased Holder.

"Default": Any occurrence which is, or with the giving of notice or
the lapse of time or both would become, an Event of Default.

"Deficient Valuation": With respect to a mortgage loan underlying any
Conventional Certificate securing a Series of Bonds, as defined in the related
Pooling and Administration Agreement.

"Definitive Bonds": Bonds other than Book Entry Bonds.

"Disqualified Organization": As defined in Section 2.15.

"Distribution": With respect to any Certificate, the amount of the
monthly remittance payable to the holder of such Certificate in accordance with
its terms.

"Distribution Date": The date on which a particular Distribution is
payable to the holder of the related Certificate in accordance with its terms,
as more particularly described in the related Series Supplement.

"Eligible Account": With respect to any Series, as defined in the
related Pooling and Administration Agreement.

"Eligible Investments": Except to the extent expanded or restricted
by the Series Supplement for the Series of which such obligations or securities
form part of the Trust Estate, each of the following:

(i) obligations of, or guaranteed as to principal and
interest by, the United States or any agency or instrumentality
thereof when such obligations are backed by the full faith and credit
of the United States;

(ii) repurchase agreements on obligations of, or
guaranteed as to principal and interest by, the United States or any
agency or instrumentality thereof when such obligations are backed by
the full faith and credit of the United States, provided that the
unsecured obligations of the party agreeing to repurchase such
obligations are at the time of purchase rated by the Rating Agency in
its highest long-term rating category;

(iii) certificates of deposit, time deposits and bankers
acceptances of any United States bank or trust company incorporated
under the laws of the United States or any state,

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<PAGE> 19
including the Trustee; provided that the debt obligations of such bank
or trust company (or, in the case of a subsidiary in a bank holding
system, debt obligations of the bank holding company) at the date of
the acquisition thereof have been rated by the Rating Agency in its
highest long-term rating category;

(iv) pooled or common trust funds of the Trustee, acting
as trustee and custodian and not in its commercial capacity and
representing ownership solely of the investments listed in clauses (i)
through (iii) above which have been approved by any Rating Agency
requesting to review such funds; any pooled or common trust funds
which provide for demand withdrawals shall be conclusively deemed to
satisfy any maturity requirements for Eligible Investments set forth
in this Indenture;

(v) deposits, including deposits with the Trustee, which
are fully insured by the Bank Insurance Fund or the Savings
Association Insurance Fund of the FDIC, as the case may be;

(vi) participation certificates and senior debt
obligations issued by FHLMC;

(vii) commercial paper of any corporation incorporated
under the laws of the United States or any state thereof, including
corporate affiliates of the Trustee, which has an original maturity of
not more than 365 days and which, at the time of purchase, is rated by
the Rating Agency in its highest short-term rating category;

(viii) debt obligations rated by the Rating Agency at the
time at which the investment is made in its highest long-term rating
category (or those investments specified in (iii) above with
depository institutions which have debt obligations rated by the
Rating Agency in its highest long-term rating category);

(ix) money market funds which, at the time of purchase,
are rated AAA/m by Standard & Poor's and by the Rating Agency (or, if
the Rating Agency is Duff & Phelps Credit Rating Co., by Moody's
Investors Service, Inc.) in its highest long-term rating category, and
which funds invest only in other Eligible Investments, any such money
market funds which provide for demand withdrawals being conclusively
deemed to satisfy any maturity requirements for Eligible Investments
set forth in this Indenture; or

(x) any other demand, money market or time deposit
obligation, security or investment which is acceptable to each of the
Rating Agencies rating such obligation, security or investment.

provided, however, that no instrument or security shall be an Eligible
Investment if such instrument or security evidences either (a) a right
to receive only interest payments with respect to the obligations
underlying such instrument, or (b) both principal and interest
payments derived from obligations underlying such instrument and the
interest and principal payments with respect to such instrument
provide a yield to maturity greater than 120% of

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<PAGE> 20
the yield to maturity at par of the underlying obligations; and
provided, further, that if any such instrument is redeemable by the
issuer thereof, it shall not be redeemable at less than par and if
redeemable by any party, such redemption must be without penalty or
discount.

If the Bonds are rated by more than one Rating Agency, each reference in this
definition of "Eligible Investments" to the Rating Agency shall be construed,
in the case of each of subparagraphs (ii), (iii), (iv), (vii), (viii), (ix) and
(x), as a reference to each Rating Agency rating the Bonds that has assigned a
rating to the type of Eligible Investments referred to in such subparagraph.

"Eligible Substitute Certificate": A Certificate Granted pursuant to
Section 8.11 for one or more Certificates previously Granted to the Trustee as
collateral for a Series of Bonds, which substituted Certificate, unless
otherwise specified in the related Series Supplement (i) is a Certificate
issued by the same entity (i.e., sponsor of conventional pass-through
certificates) which issued the Certificate for which it is substituted; (ii)
has an annual interest rate (pass-through rate) which is not more than 1%
greater or not more than 1% less than the interest rate of the Certificate for
which it is substituted; (iii) has scheduled Distributions for each
Distribution Date subsequent to the Distribution Date on or preceding which
such substitution occurs which will not cause any Class of Bonds of such Series
to be paid in full later than the Stated Maturity of such Class of Bonds; (iv)
has a maturity date not earlier than one year prior to, and in no event later
than, the maturity date of the Certificate for which it is substituted; and (v)
the outstanding Certificate Principal Balance of which is at least equal to the
outstanding Certificate Principal Balance of the Certificate for which it is
substituted.

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

"ERISA Prohibited Bonds": With respect to a Series of Bonds, the
Classes of Bonds designated as such in the related Series Supplement.

"ERISA Restricted Bonds": With respect to a Series of Bonds, the
Classes of Bonds designated as such in the related Series Supplement.

"Event of Default": The meaning specified in Section 5.1.

"Excess Bankruptcy Loss": With respect to a Series of Bonds and any
Payment Date in respect thereof on which a Bankruptcy Loss or Bankruptcy Losses
is or are allocable to the Bonds of such Series, the amount, if any, by which
such Bankruptcy Loss or Bankruptcy Losses exceeds or exceed the applicable
Bankruptcy Loss Amount (excluding the principal portion of any Debt Service
Reductions that would otherwise be included in such excess amount).

"Excess Fraud Loss": With respect to a Series of Bonds and any
Payment Date in respect thereof on which a Fraud Loss or Fraud Losses is or are
allocable to the Bonds of such Series, the amount, if any, by which such Fraud
Loss or Fraud Losses exceeds or exceed the applicable Fraud Loss Amount.

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<PAGE> 21
"Excess Losses": With respect to a Series of Bonds and a Payment
Date, an amount equal to the sum of Excess Bankruptcy Losses (other than Debt
Service Reductions), Excess Fraud Losses and Excess Special Hazard Losses.

"Excess Special Hazard Loss": With respect to a Series of Bonds and
any Payment Date in respect thereof on which a Special Hazard Loss is allocable
to the Bonds of such Series, the amount, if any, by which such Special Hazard
Loss or Special Hazard Losses exceeds or exceed the applicable Special Hazard
Loss Amount.

"Expense Fund": With respect to any Series, the account, if any,
required to be created and maintained with the Trustee pursuant to Section 8.1
which account shall be an Eligible Account.

"Expense Reserve Amount": With respect to any Series, the amount, if
any, specified in the related Series Supplement.

"FHLMC": Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

"First SAB Paydown Date": With respect to a Class of SAB Bonds, the
first Principal Payment Date for such Class as specified in the related Series
Supplement.

"FNMA": Federal National Mortgage Association, a federally chartered
and privately owned corporation organized and existing under the Federal
National Mortgage Association Charter Act, or any successor thereto.

"Formula Rate Bond": A Bond, if any, designated as such in a Series
Supplement.

"Fraud Loss": With respect to any Series and any mortgage loan
underlying a Conventional Certificate collateralizing such Series, a loss on
such Mortgage Loan by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with such mortgage loan, including loss by
reason of the denial of coverage under any related primary mortgage insurance
policy because of such fraud, dishonesty or misrepresentation.

"Fraud Loss Amount": With respect to any relevant Series of Bonds,
the amount specified in the related Series Supplement, as adjusted from time to
time in accordance with such Series Supplement.

"Fraud Loss Coverage Termination Date": With respect to any relevant
Series of Bonds, the earlier of (a) the Payment Date on which the amount of
Fraud Losses incurred on the mortgage loans underlying the Conventional
Certificates securing such Series of Bonds and not previously deducted from the
Fraud Loss Amount relative to such Series of Bonds, equals or exceeds the Fraud
Loss Amount on such Payment Date, and (b) the Cross-over Date relative to such
Series of Bonds.

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<PAGE> 22
"Future Value": With respect to any cash or Eligible Investment held
or to be deposited in a Pledged Account for a Series, as of any particular date
subsequent to the date of determination, the sum of such cash or Eligible
Investment and the investment income which can be earned thereon to such
subsequent date, determined in accordance with such assumptions or requirements
as may be specified in the related Series Supplement.

"GNMA": The Government National Mortgage Association, a wholly owned
corporate instrumentality of the United States within the Department of Housing
and Urban Development, or any successor thereto.

"Grant": To grant, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, mortgage, pledge, create and grant a security
interest in and right of set-off against, deposit, set over and confirm. A
Grant of a Certificate or of any other instrument shall include all rights,
powers and options (but none of the obligations) of the Granting party
thereunder, including without limitation the immediate and continuing right to
claim for, collect, receive and give receipts for principal and interest
payments in respect of such Certificate 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 which the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

"Guarantor": The party to a Guaranty Agreement with the Issuer and
the Trustee.

"Guaranty Agreement": As to any Series or any Class of Bonds of any
Series which is directly insured, guaranteed or otherwise backed, the insurance
policy, surety bond, letter of credit or similar agreement pursuant to which
such insurance, guaranty or other backing is furnished.

"Highest Lawful Rate": As defined in Section 11.18.

"Highest Priority Junior Class": At any time and with respect to any
Series, that Class of Junior Bonds having (a) the then highest priority of
payment of principal under the related Series Supplement (determined without
regard to any acceleration pursuant to Article V) and (b) a Class Imputed
Principal Balance greater than zero.

"Holder": A Bondholder.

"Imputed Principal Balance": With respect to a Bond of a Series as of
any date of determination, the amount equal to the lesser of (a) the Current
Principal Amount of such Bond at such date or, in the case of an Interest Only
Bond, the Notional Amount thereof at such date, and (b) the Original Principal
Amount of such Bond or, in the case of an Interest Only Bond, the Notional
Amount thereof on the date of issuance thereof, plus, in the case of a Compound
Interest Bond, the aggregate amount of interest, if any, accrued on such Bond
and added to the principal thereof on each Interest Payment Date for such
Series through the Interest Payment Date immediately preceding such date of
determination, less the sum of (i) all amounts paid on account of principal on
such

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<PAGE> 23
Bond, or, in the case of an Interest Only Bond, applied in reduction of the
Notional Amount thereof, prior to such date of determination; (ii) all Realized
Losses allocated to such Bond, or, in the case of an Interest Only Bond,
applied in reduction of the Notional Amount thereof, prior to such date of
determination which remain unpaid on such date of determination; and (iii) the
portion of any Junior Bond Writedown Amount allocated to such Bond prior to
such date of determination.

"Indenture" or "this Indenture": This instrument as originally
executed and, if from time to time supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, as so supplemented or amended. All references in this
instrument to designated "Articles", "Sections", "Subsections" and other
subdivisions are to the designated Articles, Sections, Subsections and other
subdivisions of this instrument as originally executed. The words "herein",
"hereof", "hereunder" and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section, Subsection or other
subdivision.

"Independent": When used with respect to any specified Person means
such a Person who (1) is in fact independent of the Issuer and any other
obligor upon the Bonds, (2) does not have any direct financial interest or any
material indirect financial interest in the Issuer or in any such other obligor
or in an Affiliate of the Issuer or such other obligor, and (3) is not
connected with the Issuer or any such other obligor as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions. Whenever it is herein provided that any Independent Person's
opinion or certificate shall be furnished to the Trustee, such Person shall be
appointed by an Issuer Order and such opinion or certificate shall state that
the signer has read this definition and that the signer is Independent within
the meaning thereof.

"Index": With respect to a Series of Bonds a Class or Classes of
which are Variable Rate Bonds the interest rate on which is determined from
time to time by reference to a predetermined index, as defined in the related
Series Supplement.

"Individual Bond": A Bond of an Original Principal Amount equal to
the lesser of (1) the minimum denomination for Bonds of that Series and Class
as specified in the related Series Supplement, and if the Bonds of such Series
and Class are issuable in a minimum denomination and whole multiples of some
amount smaller than such minimum denomination in excess thereof, such smaller
amount.

"Initial Interest Payment Date": With respect to any Class of
Compound Interest Bonds of any Series, the Principal Payment Date on which the
outstanding principal of the Class of Bonds of such Series whose final
installment of principal has the latest Stated Maturity of principal prior to
the Stated Maturity of the final installment of principal of such Class of
Compound Interest Bonds is paid in full.

"Interest Accrual Period": With respect to any Payment Date or
Redemption Date for a Series of Bonds, the period specified in the related
Series Supplement for which interest accrued on the Outstanding Bonds of such
Series, or a certain Class thereof, as specified in the related Series
Supplement, during such period is to be paid or, if applicable, deferred and
added to principal,

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<PAGE> 24
including, unless expressly stated to the contrary or the context otherwise
requires, each Variable Rate Interest Accrual Period.

"Interest Delay Period": With respect to any Class of Bonds of a
Series, the length of time, if any, between the end of each Interest Accrual
Period and the day immediately preceding the corresponding Interest Payment
Date.

"Interest Determination Date": With respect to any Class or Classes
of Variable Rate Bonds of a Series, the date specified in the related Series
Supplement on which the Bond Interest Rate at which interest shall accrue on
such Variable Rate Bonds during the next succeeding Variable Rate Interest
Accrual Period is determined.

"Interest Only Bond": A Bond of a Series which is entitled only to
payments of interest thereon on the basis of the Notional Amount thereof, and
on which no principal is payable, as more particularly described in the related
Series Supplement.

"Interest Payment Date": As to any Series or Class, any date
specified in the related Series Supplement as one of the fixed dates on which
an installment of interest on the Bonds of such Series or Class is due and
payable to the extent of Available Funds on such date.

"Interest Shortfall": Unless otherwise specified in the related
Series Supplement, with respect to a mortgage loan underlying a Conventional
Certificate securing a Series of Bonds, as defined in the related Pooling and
Administration Agreement.

"Issuer": CMC Securities Corporation IV, a Delaware corporation,
until a successor Person shall have become the Issuer pursuant to the
applicable provisions of this Indenture, and thereafter "Issuer" shall mean
such successor Person.

"Issuer Order" and "Issuer Request": A written order or request
signed in the name of the Issuer by its Chairman, President, or a Vice
President, and by its Treasurer, an Assistant Treasurer, Controller, an
Assistant Controller, Secretary, or an Assistant Secretary, and delivered to
the Trustee.

"Issuer Resolution": A copy of a resolution certified by the
Chairman, President, any Vice President, Secretary or any Assistant Secretary
of the Issuer to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification and delivered to the
Trustee.

"Junior Bond": With respect to a Series of Bonds, a Bond of a Class
of such Series which Class is subordinated in right of payment of principal
and/or interest to the Classes of Senior Bonds of such Series, as more
particularly described in the related Series Supplement.

"Junior Bond Writedown Amount": Except as otherwise specified in the
related Series Supplement, with respect to any Class of Junior Bonds of a
Series and a Payment Date, the amount by which the sum of the Class Imputed
Principal Balances of all Classes of Bonds of such Series,

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<PAGE> 25
after reducing such Class Imputed Principal Balances on such Payment Date by
payments of principal then made thereon and the allocation of Realized Losses
then allocable thereto, exceeds the related Pool Scheduled Principal Balance of
the Mortgage Loans underlying the Conventional Certificates collateralizing
such Series of Bonds.

"Junior Imputed Principal Balance": With respect to a Series of Bonds
and a Payment Date, the amount equal to the sum of the Class Imputed Principal
Balances of the Junior Bonds outstanding at such time.

"Letter Agreement": With respect to a Class of Book Entry Bonds, the
letter agreement among the Issuer, the Trustee and the Clearing Agency
governing book entry transfers of, and certain other matters with respect to,
such Book Entry Bonds and attached as an exhibit to the related Series
Supplement.

"LIBOR": As set forth in the related Series Supplement for any Class
of Variable Rate Bonds the Bond Interest Rate on which is determined by
reference to the London Interbank Offered Rate from time to time, as determined
in the manner specified in the related Series Supplement.

"LIBOR Bond": With respect to any relevant Series, any Bond thereof
the interest rate on which is determined by reference to LIBOR, as specified in
the related Series Supplement.

"LIBOR Interest Accrual Period": With respect to any Class of LIBOR
Bonds of a Series, the interest accrual period in respect thereof, as specified
in the related Series Supplement.

"Liquidated Mortgage Loan": With respect to a Series of Bonds
collateralized by Conventional Certificates, as defined in the related Pooling
and Administration Agreement.

"Liquidation Proceeds": With respect to a Series of Bonds
collateralized by Conventional Certificates, as defined in the related Pooling
and Administration Agreement.

"Manager": The entity, if any, specified in the related Series
Supplement which shall perform certain administrative functions with respect to
a Series of the Bonds.

"Maturity": With respect to any Bond, the date on which the entire
unpaid principal amount of such Bond becomes due and payable as therein or
herein provided, whether at the Stated Maturity of the final installment of
such principal or by declaration of acceleration, call for redemption or
otherwise.

"Maximum Bond Interest Rate Assumption": With respect to any relevant
Series and any relevant Class or Classes of Variable Rate Bonds, if any, for
any Variable Rate Interest Accrual Period for which the applicable interest
rate on such Variable Rate Bonds has not yet been determined in accordance with
Section 2.3, an assumed interest rate on such Bonds as specified in the related
Series Supplement.

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<PAGE> 26
"Maximum Variable Interest Rate": With respect to any relevant Series
and any relevant Class or Classes of Variable Rate Bonds thereof, the Bond
Interest Rate specified as such for any Class of Variable Rate Bonds in the
related Series Supplement.

"Month of Closing": With respect to any Series, the month in which
the Closing Date occurs.

"Monthly Payment": With respect to a mortgage loan underlying a
Conventional Certificate, as defined in the related Pooling and Administration
Agreement.

"Mortgaged Properties": Unless otherwise specified in the related
Series Supplement, as to any Series, the properties securing the mortgage notes
evidencing the mortgage loans pooled to form the Conventional Certificates
securing such Series.

"Net Interest Shortfall": Unless otherwise defined in the related
Series Supplement, with respect to any Series and any Payment Date in respect
thereof, the amount defined as such in the related Pooling and Administration
Agreement by reference to the immediately preceding Distribution Date.

"Net Liquidation Proceeds": With respect to a Series of Bonds
collateralized by Conventional Certificates, as defined in the related Pooling
and Administration Agreement.

"New York Agent": With respect to each Series, the agent initially
appointed by the Issuer for purposes of presentation and surrender of Bonds for
registration of transfer and exchange and for notices and demands to or upon
the Issuer pursuant to Section 3.2, as specified in the related Series
Supplement.

"New York Office": With respect to each Series, the office initially
appointed by the Issuer for purposes of presentation and surrender of Bonds for
registration of transfer and exchange and for notices and demands to or upon
the Issuer pursuant to Section 3.2, as specified in the related Series
Supplement.

"Non-Disqualification Opinion": Except as otherwise provided in the
related Series Supplement, with respect to any action proposed to be taken
under this Indenture where an election to treat the Trust Estate securing a
Series (or any portion thereof) and any other assets set forth in such election
as one or more REMICs has been made or will be made, an Opinion of Counsel to
the effect that the taking of such action will not cause a REMIC Loss.

"Non-permitted Foreign Holder": As defined in Section 2.15.

"Non-U.S. Person": An individual, corporation, partnership or other
person other than: a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust that
is subject to U.S. federal income tax regardless of the source of its income.

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<PAGE> 27
"Notional Amount": With respect to an Interest Only Bond of a Series,
the notional amount forming the basis of the determination of interest accrued
on such Bond, as more particularly described in the related Series Supplement.

"Officers' Certificate": A Certificate signed by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary of the Issuer or of such other Person as is delivering such
certificate, and delivered to the Trustee. Unless otherwise specified, any
reference in this Indenture to an Officers' Certificate shall be to an
Officers' Certificate of the Issuer.

"Opinion of Counsel": A written opinion of counsel who may, except as
otherwise expressly provided in this Indenture, be counsel for the Issuer and
who shall be satisfactory to the Trustee.

"Original Principal Amount": In respect of a Bond, its outstanding
principal amount on the date of issuance thereof.

"Outstanding": With respect to Bonds of a Series, as of the date of
determination, all Bonds of such Series theretofore authenticated and delivered
under this Indenture except:

(i) Definitive Bonds theretofore cancelled by the
Bond Registrar or delivered to the Bond Registrar for
cancellation;

(ii) Bonds or portions thereof for whose payment
or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent
(other than the Issuer) in trust for the Holders of such
Bonds; provided, however, that if such Bonds are to be
redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor, satisfactory
to the Trustee, has been made;

(iii) Bonds in exchange for or in lieu of which
other Bonds have been authenticated and delivered pursuant to
this Indenture unless proof satisfactory to the Trustee is
presented that any such Bonds are held by a bona fide
purchaser; and

(iv) Bonds alleged to have been destroyed, lost or
stolen which have been paid as provided for in Section 2.8;

provided, however, that in determining whether the Holders of the requisite
percentage of the Aggregate Current Principal Amount of the Outstanding Bonds
or of the Outstanding Bonds of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Bonds owned by
the Issuer, any other obligor upon the Bonds or any Affiliate of the Issuer or
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, or
waiver, only Bonds which the Trustee knows to be so owned shall be so
disregarded. Bonds so owned which have been pledged in good faith may be
regarded as

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<PAGE> 28
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Bonds and that the pledgee is
not the Issuer, any other obligor upon the Bonds or any Affiliate of the Issuer
or such other obligor. If an election has been made or will be made to treat
the Trust Estate and any other assets securing such Series set forth in such
election, as one or more REMICs, solely for purposes of a Non-Disqualification
Opinion and for purposes of determining whether a Non-Disqualification Opinion
must be delivered pursuant to any requirement of this Indenture, a Bond shall
not be deemed to cease to be Outstanding pursuant to clause (ii) above prior to
the date on which the money is payable to Holders of the Bonds.

"Overdue Bond": As defined in Section 2.9(c).

"Paying Agent": The Trustee or any other depository institution or
trust company that is authorized by the Issuer pursuant to Section 3.3 to pay
the principal of, or interest on, any Bonds on behalf of the Issuer.

"Payment Date": As to any Series or Class, any day which is specified
in the related Series Supplement as an Interest Payment Date or Principal
Payment Date for the Bonds of such Series or Class.

"Payment Date Statement": As defined in Section 2.9(e).

"Permitted Encumbrance": Any lien, charge, security interest,
mortgage or other encumbrance (other than the lien of this Indenture) Granted
by the Issuer in any portion of a Trust Estate, provided that:

(i) such lien, charge, security interest or
encumbrance extends only to a portion of such Trust Estate
which is limited to cash deliverable or payable to or at the
order of the Issuer,

(ii) such lien, charge, security, interest,
mortgage or other encumbrance secures, directly or indirectly,
indebtedness which the Issuer is permitted to incur under the
terms of this Indenture and its Certificate of Incorporation,
and

(iii) the beneficiary of such lien, charge,
security interest, mortgage or other encumbrance shall have
agreed that in connection with the enforcement thereof it will
not bring any Proceeding seeking, or which would result in,
the sale of any portion of any Trust Estate and will not file
any petition for the commencement of insolvency proceedings
with respect to the Issuer under the federal bankruptcy laws,
as now or hereafter in effect, or any other present or future
federal or state bankruptcy, insolvency or similar law, or for
the appointment of any receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of
the Issuer or of any of its property, or seeking an order for
the winding up or liquidation of the affairs of the Issuer
until not less than 91 days after payment in full of all
Outstanding Bonds.

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<PAGE> 29
"Person": Any individual, corporation, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political
subdivision thereof.

"Plan": Any Person which is an employee benefit plan, trust or
account subject to Title I of ERISA or an individual retirement account or
employee benefit plan, trust or account subject to Section 4975 of the Code or
comparable provisions of any subsequent enactment or a governmental plan
defined in Section 3(2) of ERISA subject to any federal, state or local law
which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code.

"Pledged Account": With respect to a Series of Bonds, the Collection
Account relative thereto.

"Pool Scheduled Principal Balance": With respect to a Series of Bonds
collateralized by Conventional Certificates, as defined in the related Pooling
and Administration Agreement.

"Pooling and Administration Agreement": As to any Conventional
Certificate, the agreement pursuant to which such Conventional Certificate was
issued and is governed.

"Predecessor Bonds": With respect to any particular Bond of a Series
and Class, every previous Bond of that Series and Class evidencing all or a
portion of the same debt as that evidenced by such particular Bond; and, for
the purpose of this definition, any Bond of a Series authenticated and
delivered under Section 2.8 in lieu of a lost, destroyed or stolen Bond of the
same Series shall be deemed to evidence the same debt as the lost, destroyed or
stolen Bond.

"Prepayment Period": With respect to a Series of Bonds and a
Principal Payment Date, the calendar month preceding such Payment Date.

"Principal Distribution Amount": With respect to any Payment Date for
a Series, an amount determined as provided in the related Series Supplement
(which amount may, to the extent specified in the related Series Supplement, be
a negative number).

"Principal Only Bond": A Bond of a Series which is entitled only to
payments of principal thereof and on which no interest will accrue or be
payable.

"Principal Payment Date": With respect to any Series or Class, any
date specified in the related Series Supplement as a fixed date on which an
installment of principal is due and payable to the extent of Available Funds on
such date.

"Principal Prepayment": With respect to any Series, as defined in the
related Pooling and Administration Agreement.

"Principal Receipts": With respect to any Series, as defined in the
related Series Supplement.

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<PAGE> 30
"Principal Reduction Date": With respect to a particular Series, any
Principal Payment Date.

"Proceeding": Any suit in equity, action at law or other judicial or
administrative proceeding.

"Qualified GIC": A guaranteed investment contract or surety bond
Granted or to be Granted to the Trustee to provide for the investment of funds
in a Pledged Account for a particular Series and ensuring a minimum rate of
return on investments of such funds, which contract or surety bond shall

(a) be an obligation of an insurance company or other
corporation whose claims paying ability rating or credit standing, as
applicable, is acceptable to each of the Rating Agencies which at all
times that such contract is in force, are rating the Bonds of such
Series;

(b) provide that the Trustee may exercise all of the
rights of the Issuer under such contract or surety bond without the
necessity of the taking of any action by the Issuer;

(c) provide that if at any time the then current claims
paying ability rating or credit standing, as applicable, of the
obligor under such guaranteed investment contract is such that
continued investment pursuant to such contract of funds included in
the Trust Estate for such Series would result in a downgrading of any
rating of the Bonds of such Series, the Trustee may terminate such
contract and be entitled to the return of all funds previously
invested thereunder, together with accrued interest thereon at the
interest rate provided under such contract through the date of
delivery of such funds to the Trustee; and

(d) meet such other standards as may be specified in the
Series Supplement for such Series.

"Qualified Liquidation": With respect to any Series, the plan or
plans for the complete liquidation of the REMIC or REMICs, as applicable,
relative to such Series, within the meaning of Section 860F(a)(4), adopted by
the Issuer within 90 days prior to the final Payment Date of such Series.

"Qualified Nominee": A Person in whose name Certificates or Eligible
Investments Granted to the Trustee may be registered as nominee of the Trustee
in lieu of registration directly in the name of the Trustee, provided that the
following conditions shall be satisfied in connection with such registration:

(a) the instruments governing the creation and operation
of the nominee provide that neither the nominee nor any owner of an
interest in the nominee (other than the Trustee) shall have any
interest, beneficial or otherwise, in any Certificates or Eligible
Investments at any time held in the name of the nominee, except for
the purpose of transferring and holding legal title thereto;

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<PAGE> 31
(b) the nominee and the Trustee have entered into a
binding agreement:

(i) establishing that any Certificates or
Eligible Investments held in the name of the nominee are to be
held by the nominee as agent (other than commission agent or
broker) or nominee for the account of the Trustee, and

(ii) appointing the Trustee as the agent and
attorney of the nominee with full power and authority
irrevocably to sell, assign, endorse, transfer and deliver any
Certificates or Eligible Investments standing in the name of
the nominee, and to execute and deliver all such instruments
as may be necessary and proper for such purpose; and

(c) in connection with the registration of any
Certificate or Eligible Investment in the name of the nominee, all
requirements under applicable governmental regulations necessary to
effect a valid registration of transfer of such Certificate or
Eligible Investment are complied with.

"Rating Agency" or "Rating Agencies": With respect to each Series of
Bonds at any relevant time, the rating agency or agencies requested by the
Issuer to rate, and then rating, the Bonds of such Series. The Rating Agencies
for each Series of Bonds will be specified in the related Series Supplement.

"Realized Losses": With respect to any Series collateralized by
Conventional Certificates, as defined in the related Pooling and Administration
Agreement, including Excess Losses.

"Record Date": With respect to any Series or Class, a date specified
in the related Series Supplement as a date on which the Holders of Bonds of
such Series or Class entitled to receive a payment of principal or interest (or
notice of a payment in full of principal) on the succeeding Payment Date are
determined.

"Redemption Date": With respect to any Series of Bonds, any Payment
Date on which Bonds of such Series may be redeemed at the option of the Issuer
pursuant to Section 10.1 or Section 10.4.

"Redemption Price": Except as otherwise specified in the related
Series Supplement, with respect to any Bond of a particular Series to be
redeemed in whole or in part pursuant to Article X hereof, an amount equal to
100% of the Imputed Principal Balance of the Bond to be so redeemed, together
with (except in the case of a Principal Only Bond) interest on such amount at
the applicable Bond Interest Rate through the Interest Accrual Period for the
date of redemption, other than any installments of interest due and payable on
or before the applicable Redemption Date.

"Reference Bank": A bank providing quotations for use in determining
LIBOR as specified in the related Series Supplement for any Series of Bonds
having one or more Classes of LIBOR Bonds.

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<PAGE> 32
"Reinvestment Income": With respect to a Series of Bonds and any
related Payment Date, all interest, income and other return on capital received
from the investment of amounts standing to the credit of the related Collection
Account since the previous Payment Date or in the case of the first Payment
Date, since the Closing Date.

"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code. References herein to "a REMIC", "each
REMIC", "the REMIC", or "any REMIC" are to each REMIC established pursuant to
each Series Supplement.

"REMIC Loss": The failure of a REMIC to qualify or to continue to
qualify as a REMIC or the imposition of a tax under the REMIC Provisions on any
income of a REMIC.

"REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations and rulings promulgated thereunder, as the foregoing are in
effect from time to time.

"Remittance Date": Unless otherwise specified in the related Series
Supplement, the 18th day of any month or if such 18th day is not a Business
Day, the Business Day immediately preceding.

"Reserve Interest Rate": With respect to any Class of Variable Rate
Bonds of a Series, as set forth in the related Series Supplement.

"Residual Bond": With respect to any Series, as defined in the
related Series Supplement.

"Residual Interest": Except as otherwise provided in the related
Series Supplement, with respect to any Series for which a REMIC election or
elections has or have been made or will be made in respect of the Trust Estate
or other assets specified in such election and securing such Series, any rights
to receive payments under this Indenture which rights are designated as a
residual interest in a REMIC within the meaning of Section 860G(a)(2) of the
Code.

"Residual Interest Holders": Except as otherwise provided in the
related Series Supplement, with respect to any Series for which a REMIC
election or elections has or have been made or will be made in respect of the
Trust Estate or other assets specified in such election and securing such
Series, the owner or assignee of the Residual Interest of each such REMIC or an
undivided interest in the Residual Interest of each such REMIC.

"Responsible Officer": With respect to the Trustee, the chairman or
vice-chairman of the board of directors, the chairman or vice-chairman of the
executive committee of the board of directors, the president, any Vice
President, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any trust officer or assistant trust officer, the
controller, any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular corporate trust

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<PAGE> 33
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

"Restricted Bond": With respect to any relevant Series, as defined in
the related Series Supplement.

"SAB Amount": With respect to any SAB Bond of a Series comprising a
Class or Classes of SAB Bonds, and any SAB Payment Date, the scheduled
principal payment for such Bond as determined from the table of Scheduled
Principal Balances of SAB Bonds in the related Series Supplement.

"SAB Bond": A Scheduled Amortization Bond, as specifically identified
in the related Series Supplement, with respect to which principal is payable on
each SAB Payment Date of such Series only up to the amount of the SAB Principal
Payment indicated for such SAB Payment Date.

"SAB Payment Date": With respect to any Series that includes a Class
or Classes of SAB Bonds, any Payment Date on which a payment of principal on
the SAB Bonds of such Series is required to be made, the first of such dates
being the First SAB Paydown Date.

"SAB Principal Payment": With respect to any Series of Bonds that
includes a Class or Classes of SAB Bonds, and to each SAB Payment Date relative
to such Series, the SAB Amount for such SAB Payment Date plus any portion of a
SAB Amount unpaid from a previous SAB Payment Date, all as specified in the
related Series Supplement.

"Sale": As defined in Section 5.17.

"Schedule of Certificates": Schedule A to a Series Supplement
listing, the Conventional Certificates being Granted to the Trustee on the
Closing Date for such Series.

"Scheduled Principal Balance": With respect to a mortgage loan
underlying a Conventional Certificate, as defined in the related Pooling and
Administration Agreement.

"Senior Bond": With respect to a Series of Senior/Subordinated Bonds,
a Bond of a Class of such Series which Class is preferred in right of payment
of principal and/or interest to the Classes of Junior Bonds of such Series, as
more particularly described in the related Series Supplement.

"Series": Each separate series of Bonds issued pursuant to this
Indenture and a Series Supplement thereto setting forth the specific terms of
such Series of Bonds, which series may, as provided in the related Series
Supplement, be divided into two or more Classes.

"Series Supplement": A supplemental indenture to this Indenture that
authorizes a particular Series of Bonds.

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<PAGE> 34
"Special Hazard Loss": Unless otherwise specified in the related
Series Supplement, with respect to a mortgage loan underlying a Conventional
Certificate securing a Series of Bonds, the principal portion of such mortgage
loan not recovered from insurance proceeds and liquidation proceeds or
otherwise as a result of any casualty loss not covered by standard hazard
insurance, including a loss resulting from vandalism, earthquake, flood, mud
flow, and a loss from partial damage caused by reason of application of any
coinsurance clause in an applicable standard hazard policy, including the
amount of any unrecovered advance made by the servicer of each mortgage loan
incurring a Special Hazard Loss.

"Special Hazard Loss Amount": With respect to any relevant Series of
Bonds, the amount specified in the related Series Supplement, as adjusted from
time to time in accordance with such Series Supplement.

"Special Hazard Coverage Termination Date": With respect to any
relevant Series of Bonds, the earlier of (a) the Payment Date on which the
amount of Special Hazard Losses incurred on the mortgage loans underlying the
Conventional Certificates securing such Series of Bonds and not previously
deducted from the Special Hazard Loss Amount relative to such Series of Bonds,
equals or exceeds the Special Hazard Loss Amount on such Payment Date, and (b)
the Cross-over Date relative to such Series of Bonds.

"Special Payment Date": With respect to any Overdue Bond of any
Series or Class, the fixed day specified in the related Series Supplement
during each month following the month in which any amount due on such Overdue
Bond was not paid.

"Special Payment Date Statement": As defined in Section 2.9(f).

"Special Record Date": With respect to any Special Payment Date for
the Bonds of a Series, the date as of which the Holders of Bonds of the related
Series or any Class within such Series entitled to receive a payment of
principal (other than a payment in full of all unpaid principal of a Bond) or
interest, or notice of payment in full of principal, on such Special Payment
Date are to be determined, which date shall be as specified in the related
Series Supplement.

"Startup Day": With respect to any Series in respect of which one or
more REMIC elections have been made, as defined in the Series Supplement
relative thereto in respect of each such REMIC.

"Stated Maturity": With respect to any installment of principal of or
interest on any Bond, the date specified in such Bond as the fixed date on
which such installment is due and payable to the extent of Available Funds.

"Straight Pass-Through Conventional Certificate": A Conventional
Certificate under the terms of which no interest is distributable to the holder
thereof with respect to prepaid principal of any underlying mortgage loan for
any period after the date of any such prepayment, with the result that the
amount of interest distributable to the holder of such Conventional Certificate
on the Distribution Date on which such prepaid principal is distributed might
be less than one month's

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<PAGE> 35
interest at the applicable Certificate Rate on the Certificate Principal
Balance of such Certificate, determined before giving effect to the
Distribution due on such Distribution Date.

"Tender Date": With respect to a Series, a day specified in the
related Series Supplement for each Payment Date on or before which date a
Bondholder must submit notice to the Trustee requesting redemption of his or
its Bonds or submit notice requesting withdrawal of such a request for
redemption pursuant to Section 10.4.

"Trust Estate": With respect to any Series, all money, instruments
and other property subject or intended to be subject to the lien of this
Indenture for the benefit of such Series as of any particular time (including,
without limitation, all property and interests Granted to the Trustee in the
Series Supplement for such Series), including all proceeds thereof.

"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939 as it
may be amended from time to time.

"Trustee": U.S. Bank National Association, as trustee, until a
successor Person shall have become the Trustee pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean such
successor Person. Pursuant to Section 6.16, the Issuer may appoint a different
Person to serve as an alternate to the Trustee and when a different Person is
so appointed pursuant to Section 6.16 and the related Series Supplement, the
term Trustee shall, with respect to such Series of Bonds, refer to the
alternate Person so appointed.

"Uncertificated Certificate": A Certificate issued in book-entry form
and not represented by an instrument.

"Unpaid Interest": With respect to a Class and an Interest Payment
Date, the excess of the Accrued Bond Interest for such Class on such Interest
Payment Date over the amount actually paid in respect of interest on such Class
on such Interest Payment Date.

"Variable Rate Bond Redemption Price": With respect to a Series that
includes one or more Classes of Variable Rate Bonds, as defined in the related
Series Supplement.

"Variable Rate Bonds": A Bond (including a LIBOR Bond) on which
interest accrues at any time at a Bond Interest Rate that is adjusted,
according to a predetermined index, at fixed periodic intervals, all as set
forth in the related Series Supplement.

"Variable Rate Interest Accrual Period": The period specified in the
related Series Supplement for any Class of Variable Rate Bonds, and including
each LIBOR Interest Accrual Period.

"Vice President": With respect to the Issuer or the Trustee, any vice
president, whether or not designated by a number or a word or words added
before or after the title "vice president".

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"Voting Record Date": Unless specified otherwise in the related
Series Supplement for any Series of Bonds, the record date specified in TIA
Section 316(c).

Section 1.2 RESERVED.

Section 1.3 Calculations Respecting Mortgage Loans Underlying
Certificates.

(a) In connection with all calculations required to be
made pursuant to this Indenture with respect to Distributions on any
Certificate, any payments on the underlying mortgage loans or any
payments on any other assets included in a Trust Estate, and with
respect to the income which can be earned from the reinvestment of
Distributions and of any other amounts receivable for deposit in a
Pledged Account, the rules set forth in this Section 1.3 shall be
applied except to the extent supplemented or modified herein or in the
Series Supplement for any particular Series.

(b) If a Series Supplement provides that calculations
with respect to Distributions on all or any part of the Certificates
securing the related Series shall be made on a mortgage
loan-by-mortgage loan basis, then such calculations shall be based
upon current information as to the terms of such mortgage loans and
reports of payments received on such mortgage loans supplied to the
Trustee or the Issuer, as the case may be, by the Person responsible
for the servicing thereof and satisfying such requirements, if any, as
may be set forth in such Series Supplement. To the extent it is not
patently incorrect on its face, such information may be conclusively
relied upon in making such calculation.

(c) For any Certificate with respect to which
calculations required to be made pursuant to this Indenture are not
made on a mortgage loan-by-mortgage loan basis, such calculations
shall be made on the basis of information or accountings as to
Distributions on such Certificate furnished by the related
Administrator and satisfying such requirements, if any, with respect
thereto as may be set forth in the Series Supplement for the Series
secured thereby.

To the extent they are not patently incorrect on their face, such
information or accountings may be conclusively relied upon in making
such calculations.

(d) Except as specified in a particular Series
Supplement, each Distribution receivable with respect to a
Certificate, unless actually received earlier, shall be assumed to be
received at the time specified in the related Series Supplement and
shall be assumed to be immediately deposited in the related Collection
Account and reinvested on the next succeeding Business Day at the
applicable Assumed Reinvestment Rate. Unless the related Series
Supplement provides otherwise, all principal of and interest on
investments held in a Pledged Account shall be assumed to be received
on the date due and immediately deposited in such Pledged Account and
reinvested on the next succeeding Business Day at the applicable
Assumed Reinvestment Rate. Unless the related Series Supplement
provides otherwise, all funds assumed to be reinvested at the
applicable Assumed Reinvestment Rate

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shall be assumed to remain so invested until the Business Day next
preceding the Principal Reduction Date or Interest Payment Date on
which they are required to be available in the related Collection
Account for application, in accordance with the terms hereof and of
the related Series Supplement, to payments of principal of or interest
on the Bonds of the related Series. All funds eligible to be invested
pursuant to a Qualified GIC shall (subject, however, to any
limitations contained in such Qualified GIC) be assumed to be invested
thereunder on the next Business Day after the assumed date of receipt
and to remain invested thereunder until the Business Day preceding the
Principal Reduction Date on which such funds are, or might be,
required to be available for application pursuant to this Indenture or
the applicable Series Supplement.

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ARTICLE II

THE BONDS

Section 2.1 Forms Generally.

The Bonds of each Series and the Trustee's certificate of
authentication thereon shall be in substantially the form or forms set forth in
the Series Supplement pursuant to which such Bonds are constituted and as may
in the Issuer's judgment be necessary, appropriate or convenient to permit the
Bonds to be issued and sold to or held in bearer form by non-United States
Persons, to establish entitlement to an exemption from United States
withholding tax or reporting requirements with respect to payments on the
Bonds, or to comply, or facilitate compliance, with other applicable laws.
Each Series of Bonds may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange on which the Bonds
may be listed, or as may, consistently herewith, be determined by the officers
executing such Bonds, as evidenced by their execution thereof. While Bonds may
contain the above-referenced provisions with respect to Bonds issued in bearer
form, no Bonds may actually be issued in bearer form until the Issuer and the
Trustee shall have entered into an appropriate supplemental indenture pursuant
to Section 9.1(8) providing for such issuance. Any portion of the text of any
Bond may be set forth on the reverse thereof with an appropriate reference on
the face of the Bond.

The definitive Bonds shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Bonds may be listed, all as determined by the officers
executing such Bonds, as evidenced by their execution thereof.

Each Class of Book Entry Bonds shall be evidenced by one or more
certificates physically held by the Clearing Agency, which certificates may be
typewritten, printed, lithographed, mimeographed or otherwise produced.

Section 2.2 Form of Trustee's Certificate of Authentication
the form of the Trustee's certificate of authentication is as follows:.

This is one of the Bonds referred to in the within-mentioned
Indenture.

-----------------------------------
as Trustee

By
---------------------------------
Authorized Signatory

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Section 2.3 Bonds Issuable in Series and Classes; General
Provisions with Respect to Principal and Interest Payments.

The aggregate principal amount of Bonds that may be issued pursuant to
this Indenture is unlimited.

The Bonds may, as provided herein, at the election of and as
authorized by the Board of Directors, be issued in one or more Series, each of
which Series may consist of only one Class of Bonds or may be divided into two
or more Classes, and shall be designated generally as the "Collateralized
Mortgage Obligations" of the Issuer, with such further particular designations
added or incorporated in such title for the Bonds of any particular Series or
Class as the Board of Directors may determine. Each Series shall include at
least one Class of Bonds which are not Compound Interest Bonds and may, but
need not, include one or more Classes of Compound Interest Bonds.

If a Series of Bonds includes more than one Class, the Classes of
Bonds of such Series shall have such Stated Maturities as shall be specified in
the related Series Supplement. Subject to the provisions of Section 3.1,
Section 5.19 and Section 8.2(d), the principal of each Bond shall be payable in
installments ending no later than the Stated Maturity of the final installment
of the principal thereof unless the unpaid principal of such Bond becomes due
and payable at an earlier date by declaration of acceleration, redemption or
otherwise.

All payments of principal on the Bonds of a Series shall be applied on
each Payment Date prior to the occurrence of an Event of Default among the
Classes of such Bonds in accordance with the order of priority of payment set
out, and otherwise upon the terms specified in, the related Series Supplement.
Except to the extent specified in the related Series Supplement for a Series of
Bonds, payments of principal on each Class of Bonds, other than a Class of
Bonds subject to redemption at the request of a Holder, shall be made pro rata
among all Outstanding Bonds of such Class, without preference or priority of
any kind.

The aggregate amount of principal of and interest on the Bonds of a
Series due and payable on each Payment Date for such Series shall be equal to
the Debt Service Requirement for such Series for such Payment Date. All
payments made with respect to any Bond shall be applied first to the interest
then due and payable on such Bond and then to the principal thereof. All
computations of interest accrued on any Bond shall be made as if each year
consisted of twelve months of thirty days each.

Interest shall accrue on the Imputed Principal Balance of each
Outstanding Bond of a Series at the Bond Interest Rate relative thereto over
the related Interest Accrual Period and (other than interest accrued on any
Compound Interest Bonds of such Series, which shall be payable as described
below) shall be payable on each Interest Payment Date for such Series in an
amount equal to the lesser of (a) Available Funds on such Interest Payment
Date, after payment of all amounts payable in priority to such interest
payment, as determined pursuant to the related Series Supplement, and (b)
Accrued Bond Interest for such Interest Payment Date.

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Interest at the applicable Bond Interest Rate shall accrue on the
Imputed Principal Balance of each Outstanding Compound Interest Bond of a
Series from the Accrual Date for such Series, but none of such accrued interest
shall be payable until the Initial Interest Payment Date for such Compound
Interest Bond (or the first Interest Payment Date thereafter if the Debt
Service Requirement for such Initial Interest Payment Date is exactly equal to
the aggregate amount of principal of and interest on all other Classes of Bonds
of such Series which is payable on such Initial Interest Payment Date). On
each Interest Payment Date prior to the Initial Interest Payment Date for a
Compound Interest Bond, Accrued Bond Interest on such Bond during the related
Interest Accrual Period shall be added to the Current Principal Amount of such
Bond and shall thereafter accrue interest. Except as otherwise specified in
the related Series Supplement, on the Initial Interest Payment Date for the
Compound Interest Bonds of a Series, Accrued Bond Interest on such Bonds for
the related Interest Accrual Period shall be payable in an amount not in excess
of the difference between (a) the Debt Service Requirement on the related
Series for such Initial Interest Payment Date and (b) the aggregate amount of
principal of and interest on all other Bonds of the related Series required to
be paid on such date. The portion, if any, of such interest which is not paid
on such Initial Interest Payment Date shall be added to the principal of such
Compound Interest Bonds on such Initial Interest Payment Date and shall
thereafter accrue interest in the manner set forth above. On each Interest
Payment Date after the Initial Interest Payment Date for a Class of Compound
Interest Bonds Accrued Bond Interest on the Class Imputed Principal Balance of
such Class shall be payable to the extent of Available Funds as specified in
the related Series Supplement.

In the case of a Class or Classes of Bonds which are Variable Rate
Bonds, the related Series Supplement shall specify the method of calculating
the Bond Interest Rate at any time to be borne by such Variable Rate Bonds. On
each Interest Determination Date relative to a Class of Variable Rate Bonds the
interest rate of which is calculated by reference to an Index, until such
Variable Rate Bonds are paid in full, the Trustee shall determine the rate of
interest pursuant to the relevant Index for the purposes of such Interest
Determination Date in accordance with the mechanism specified in the related
Series Supplement, and the resulting Bond Interest Rate to be applicable to
such Variable Rate Bonds for the next Variable Rate Interest Accrual Period.

Promptly after its determination thereof, the Trustee shall advise the
Issuer of the rate of interest applicable to each Class of Variable Rate Bonds
of a Series for the next succeeding Variable Rate Interest Accrual Period.

In determining LIBOR or the Reserve Interest Rate and the resulting
Bond Interest Rate for each relevant Variable Rate Interest Accrual Period for
any relevant Class of Variable Rate Bonds, the Trustee may conclusively rely
and shall be protected in relying upon the offered rates quoted (whether quoted
in writing, electronically or orally) by the Reference Banks or other banks as
to LIBOR or the Reserve Interest Rates, as appropriate, in effect from time to
time. The Trustee shall have no liability or responsibility to any Person for
(i) its selection of other banks for purposes of determining the Reserve
Interest Rate or (ii) its inability, following a good faith reasonable effort,
to determine LIBOR or a Reserve Interest Rate, all as provided for in the
definition of "LIBOR" in the related Series Supplement.

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The establishment of a rate of interest by reference to an Index and
the Reserve Interest Rate and the resulting Bond Interest Rate for each
relevant Variable Rate Interest Accrual Period relative to a Series of Bonds
shall (in the absence of manifest error) be final, conclusive and binding upon
the Holder or the Issuer and any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns.

Unless otherwise specified in the related Series Supplement,
calculation of the amount of interest accrued on the Bonds of any Class of any
Series during an Interest Accrual Period shall be made on the assumption that
any payment of principal on the Bonds of such Class made on a Principal
Reduction Date occurring during such Interest Accrual Period (other than on the
first day thereof) was instead paid on the first day of such Interest Accrual
Period.

Any Unpaid Interest on a Class of Bonds shall be paid subject to and
as provided in the related Series Supplement. Unless otherwise specified in
the related Series Supplement, no interest shall accrue on any Unpaid Interest.

Notwithstanding any of the foregoing provisions with respect to
payments of principal of and interest on the Bonds, if the Bonds of a Series
have become or been declared due and payable following an Event of Default and
such acceleration of maturity and its consequences have not been rescinded and
annulled, payments of principal of and interest on such Bonds shall be made in
accordance with Section 5.8.

Each Bond shall bear upon the face thereof the designation so selected
for the Series and Class to which it belongs.

Each Series of Bonds shall be created by a Series Supplement
authorized by the Board of Directors and establishing the terms and provisions
of such Series, specifying the Certificates and any other property to be
included in the Trust Estate therefor and Granting such Trust Estate as
security for the Series of Bonds created thereby. The several Series may
differ in respect of any of the following matters:

(1) designation of the Series;

(2) dating of the Bonds of the Series and Accrual Date;

(3) the number of Classes, including the number of Classes of
Compound Interest Bonds, if any, the number of Classes of SAB
Bonds, if any, the number of Classes of Variable Rate Bonds,
if any, the number of Classes of Formula Rate Bonds, if any,
the number of Classes of Senior Bonds, if any, the number of
Classes of Junior Bonds, if any, and the maximum aggregate
principal amount of Bonds of each such Class which may be
issued;

(4) the Bond Interest Rate (if any) for each Class, and if such
Series of Bonds includes a Class or Classes of Variable Rate
Bonds, the method of calculating the Bond

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Interest Rate borne at any time by such Variable Rate Bonds;
and if such Series of Bonds includes a Class of Formula Rate
Bonds, the method of calculating the Bond Interest Rate borne
at any time by such Formula Rate Bonds;

(5) the Stated Maturity of the final installment of principal of
each Class of Bonds of such Series entitled to payments of
principal;

(6) the place or places for the payment of the final installment
of principal;

(7) the priority of principal payments among the Classes entitled
to payments of principal and within each Class of the Series
entitled to payments of principal;

(8) the denominations of the Bonds of such Series;

(9) if such Series of Bonds includes a Class of Formula Rate
Bonds, restrictions relating to the transfer of such Class of
Formula Rate Bonds;

(10) whether the Bonds of such Series may be authenticated by an
Authenticating Agent, and, if so, the Person appointed as
Authenticating Agent for such Series;

(11) the Interest Payment Dates, Principal Payment Dates and
Special Payment Dates;

(12) the amount, if any, to be deposited at the Closing Date in the
Collection Account for such Series;

(13) whether a Qualified GIC is to be Granted to the Trustee with
respect to the investment of funds in any Pledged Account for
such Series, and, if so, the standards applicable to such
Qualified GIC, including the conditions, if any, under which
the Trustee shall be required to terminate such Qualified GIC;

(14) any items required to be delivered to the Trustee on the
Closing Date for such Series pursuant to the last paragraph of
Section 2.12;

(15) whether calculations with respect to the mortgage loans
underlying the Certificates securing such Series are to be
made on a mortgage loan-by-mortgage loan basis or on the basis
of the assumptions set forth in Section 1.3, and, if
applicable, any modifications to such assumptions to be used
in making calculations with respect to the Certificates
securing such Series;

(16) if calculations with respect to the mortgage loans underlying
the Certificates securing such Series are to be made on a
basis other than mortgage loan-by-mortgage loan, the
characteristics to be used in grouping such Certificates (and
any other assets to be included in any Collateral Group) into
Collateral Groups;

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(17) (a) the requirements for verification of data supplied in
connection with the Conventional Certificates securing such
Series by the related Administrator regarding the underlying
mortgage loans, and (b) the documents relating to such
Conventional Certificates required to be delivered to the
Trustee pursuant to Section 2.12(k);

(18) the circumstances, if any, under which the Bonds of such
Series will be subject to redemption by Holders pursuant to
Article X and any supplement to or modification of the
requirements of Section 10.4 which are to apply to such
Series;

(19) the extent to which all or any portion of the interest accrued
but not payable on any Compound Interest Bonds of such Series
is to be included in the calculation of the Principal
Distribution Amount for any Payment Date for such Series;

(20) if an election has been or will be made to treat the Trust
Estate or any other assets specified in such election and
securing the Series or any portion thereof as a REMIC, the
designation of a certain Class or Classes of such Series as
"regular interests" in each such REMIC established in respect
of such Series and the designation of a single Class of such
Series as the "residual interest" in each such REMIC
established in respect of such Series;

(21) provisions with respect to the following terms for which the
definitions set forth in Article I require or permit further
specification, to the extent applicable to any Series of
Bonds, in the related Series Supplement:

(a) "Accrued Bond Interest",

(b) "Assumed Reinvestment Rate",

(d) "Bankruptcy Loss Amount",

(e) "Book Entry Termination" (if each Series is
issued with Book Entry Bonds),

(f) "Calculation Date",

(g) "COFI",

(h) "Collateral Group",

(i) "Debt Service Requirement",

(j) "Earliest Bond Redemption Date",

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(k) "ERISA Prohibited Bond",

(l) "ERISA Restricted Bond",

(m) "Eligible Investments" (if the definition of
such term is to be expanded or restricted for
such Series),

(n) "Expense Reserve Amount",

(o) "First SAB Paydown Date" (if such Series is
issued with one or more Classes of SAB
Bonds),

(p) "Formula Rate Bond" (if such Series is issued
with a Class of Formula Rate Bonds),

(q) "Fraud Loss Amount",

(r) "Highest Bond Interest Rate",

(s) "Index",

(t) "Interest Accrual Period",

(u) "Interest Determination Date",

(v) "LIBOR",

(w) "LIBOR Interest Accrual Period",

(x) "Manager",

(y) "Maximum Bond Interest Rate Assumption",

(z) "Maximum Variable Interest Rate",

(aa) "Net Interest Shortfall",

(bb) "New York Agent",

(cc) "New York Office",

(dd) "Paying Agent" (if there will be a Paying
Agent other than the Trustee for such
Series),

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(ee) "Principal Distribution Amount",

(ff) "Record Date",

(gg) "Redemption Price",

(hh) "Restricted Bond",

(ii) "SAB Bond" (if such Series is issued with one
or more Classes of SAB Bonds),

(jj) "SAB Payment Date" (if such Series is issued
with one or more Classes of SAB Bonds),

(kk) "Special Allocation Bonds" (if such Series is
issued with one or more Special Allocation
Funds),

(ll) "Special Hazard Loss Amount",

(mm) "Special Record Date",

(nn) "SAB Principal Payment" (if such Series is
issued with one or more Classes of SAB
Bonds),

(oo) "Tender Date",

(pp) "Termination Date" (if such Series is issued
with Book Entry Bonds);

(qq) "Variable Rate Interest Accrual Period" (if
such Series is issued with one or more
Classes of Variable Rate Bonds), and

(rr) "Variable Rate Bond Redemption Price",

(22) if applicable, registration, payment and other procedures to
be followed with respect to Certificates issued in book entry
form;

(23) any other provisions expressing or referring to the terms and
conditions upon which the Bonds of that Series are to be
issued under this Indenture; and

(24) The Series Supplement relative to each Series of Bonds secured
by assets in respect of which one or more REMIC elections have
been made shall specify each of the following in respect of
each such REMIC:

(i) the "Startup Day" for the purposes
of the REMIC Provisions;

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(ii) the "latest possible maturity date"
of the regular interests of such REMIC for the
purposes of Section 860(G)(a)(1) of the Code;

(iii) each regular interest and Residual
Interest in such REMIC; and

(iv) the Prepayment Assumption in respect
of such Series of Bonds.

Section 2.4 Denominations.

The Bonds of each Series shall be issuable only as registered Bonds in
the denominations prescribed by the terms of the Series Supplement creating the
particular Series.

Section 2.5 Execution, Authentication, Delivery and Dating.

The Bonds shall be executed on behalf of the Issuer by its Chairman,
President or one of its Vice Presidents under its corporate seal which may be
in facsimile form and be imprinted or otherwise reproduced thereon and attested
by its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Bonds may be manual or facsimile.

Bonds bearing the manual or facsimile signature of individuals who
were at any time the proper officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Bonds or did not hold
such offices at the date of such Bonds.

At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Bonds executed by the Issuer to the
Trustee for authentication; and the Trustee shall authenticate and deliver such
Bonds as in this Indenture provided and not otherwise.

Each Bond shall be dated as of the date specified in the related Series
Supplement.

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

Section 2.6 Temporary Bonds.

Pending the preparation of Definitive Bonds, the Issuer may execute,
and upon Issuer Order the Trustee shall authenticate and deliver, temporary
Bonds which are printed, lithographed, typewritten,

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mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Definitive Bonds in lieu of which they may be
so issued and with such variations as the officers executing such Bonds may
determine, as evidenced by their execution of such Bonds.

If temporary Bonds are issued, the Issuer will cause Definitive Bonds
to be prepared without unreasonable delay. After the preparation of Definitive
Bonds, the temporary Bonds shall be exchangeable for Definitive Bonds upon
surrender of the temporary Bonds at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender or cancellation of any one or more temporary Bonds, the Issuer shall
execute and the Trustee shall authenticate and deliver and exchange therefor a
like principal amount of Definitive Bonds of the same Series and Class and of
authorized denominations. Until so exchanged, the temporary Bonds shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Bonds of the same Class and Series.

Section 2.7 Registration, Registration of Transfer and Exchange.

The Issuer shall cause to be kept a register (the "Bond Register") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Bonds and the registration of transfers
of Bonds. The Trustee is hereby initially appointed "Bond Registrar" for the
purpose of registering Bonds and transfers of Bonds as herein provided. Upon
any resignation of any Bond Registrar appointed by the Issuer, the Issuer shall
promptly appoint a successor or, in the absence of such appointment, shall
assume the duties of Bond Registrar. In the event that the Trustee is acting
as Bond Registrar and the Trustee resigns as Trustee with respect to one or
more Series of Bonds, the Trustee may resign as Bond Registrar with respect to
the Bonds of such Series or Classes, as applicable.

Each Authenticating Agent for a Series, unless it is appointed Bond
Registrar for such Series, and the Trustee, for any Series for which it is not
the Bond Registrar, shall be a co-Bond Registrar for such Series. The Issuer
shall cause each co-Bond Registrar for a Series to furnish the Bond Registrar
for such Series promptly after each authentication of a Bond by it appropriate
information with respect thereto for entry by the Bond Registrar into the Bond
Register. If the Trustee shall at any time not be authorized to keep and
maintain the Bond Register, the Trustee shall have the right to inspect such
Bond Register at all reasonable times and to rely conclusively upon a
certificate of the Person in charge of the Bond Register as to the names and
addresses of the Holders of the Bonds and the principal amounts and numbers of
such Bonds as held. In the event that the Trustee is acting as Authenticating
Agent and the Trustee resigns as Trustee with respect to one or more Series of
Bonds, the Trustee may resign as Authenticating Agent with respect to the Bonds
of such Series or Classes, as applicable.

Subject to restrictions, if any, in the related Series Supplement,
upon surrender for registration of transfer of any Bond at the office or agency
of the Issuer to be maintained as provided in Section 3.2, the Issuer shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of any authorized
denominations, of the same Series and of a like aggregate principal amount and
Class.

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At the option of the Holder, Bonds may be exchanged for other Bonds of
any authorized denominations, of the same Series and of a like aggregate
initial principal amount and Class, upon surrender of the Bonds to be exchanged
at such office or agency. Bonds (other than Book Entry Bonds) of a Class which
are subject to redemption at the request of Bondholders and which are redeemed
in part, but not in whole, pursuant to Section 10.4 shall be surrendered at
such office or agency in exchange for new Bond certificates, without service
charge, in an aggregate principal amount equal to and in exchange for the
unredeemed portion of such Bond so surrendered. Whenever any Bonds are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Bonds which the Bondholder making the exchange is
entitled to receive.

Subject to restrictions, if any, in the related Series Supplement, all
Bonds issued upon any registration of transfer or exchange of Bonds shall be
the valid obligations of the Issuer, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Bonds surrendered upon such
registration of transfer or exchange.

Every Bond presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed, by the Holder
thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Bonds, but the Issuer or the Bond Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge as may be
imposed in connection with any registration of transfer or exchange of Bonds,
other than exchanges pursuant to Section 2.8 not involving any transfer.

Except as otherwise specified in the related Series Supplement,
neither the Issuer nor the Bond Registrar shall be required to issue, register
the transfer of or exchange any Bonds which are subject to redemption at the
request of Bondholders of any Series during a period beginning at the opening
of business five (5) Business Days prior to the selection of Bonds of that
Series to be redeemed pursuant to Bondholder redemption under Section 10.4 and
ending at the close of business on the day of the mailing of any relevant
notice of redemption. No Bond which has been tendered for Bondholder
redemption may be transferred or exchanged unless such request for redemption
is withdrawn.

In the case of a Class of Book Entry Bonds, the provisions of this
Section 2.7 may be supplemented by provisions in the related Series Supplement
and by applicable rules established by the Clearing Agency for such Class
providing for transfer of registration of Book Entry Bonds on the books of the
Clearing Agency.

Section 2.8 Mutilated, Destroyed, Lost or Stolen Bonds.

If (1) any mutilated Bond is surrendered to the Trustee or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Bond, and (2) there is delivered to the Trustee such security or indemnity as
may be required by it to save each of the Issuer and the Trustee harmless,
then, in the absence of notice to the Issuer or the Trustee that such Bond has
been acquired

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by a bona fide purchaser, the Issuer shall execute and upon its request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Bond, a new Bond or Bonds of the same
Series, tenor, aggregate initial principal amount and Class bearing a number
not contemporaneously outstanding; provided, however, that if any such
mutilated, destroyed, lost or stolen Bond shall have become or shall be about
to become due and payable, or shall have become subject to redemption in full,
instead of issuing a new Bond, the Issuer may pay such Bond without surrender
thereof, except that any mutilated Bond shall be surrendered. If, after the
delivery of such new Bond or payment of a destroyed, lost or stolen Bond
pursuant to the proviso to the preceding sentence, a bona fide purchaser of the
original Bond in lieu of which such new Bond was issued presents for payment
such original Bond, the Issuer and the Trustee shall be entitled to recover
such new Bond (or such payment) from the Person to whom it was delivered or any
Person taking such new Bond from 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 expenses incurred by the Issuer or
the Trustee in connection therewith.

Upon the issuance of any new Bond under this Section, the Issuer or
the Bond Registrar may require the payment 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 Trustee or
Bond Registrar) connected therewith.

Every new Bond issued pursuant to this Section in lieu of any
destroyed, lost or stolen Bond shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Bond 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 Bonds of the same Series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Bonds.

Section 2.9 Payments of Principal and Interest.

(a) Any installment of interest or principal on a Bond,
or the Redemption Price of any Bond called for redemption, payable on
any Bonds of any Series which is punctually paid or duly provided for
by the Issuer on the applicable Payment Date shall be paid to the
Person in whose name such Bond (or one or more Predecessor Bonds) is
registered at the close of business on the Record Date for such
Payment Date by (i) check mailed to such Person's address as it
appears in the Bond Register on such Record Date, or (ii) upon written
request made at least five business days prior to the applicable
Record Date by any Holder of a Bond or Bonds of a particular Class
having an aggregate Original Principal Amount that is in excess of the
lesser of (x) $5,000,000 and (y) two-thirds of the aggregate Original
Principal Amount of all Bonds of such Class, by wire transfer to a
U.S. depository institution satisfactory to the Trustee, or by such
other means of payment as such Holder and the Trustee may agree. Any
installment of interest or principal not punctually paid or duly

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provided for shall be payable in the manner and to the Persons
specified in subsection (c) of this Section 2.9.

(b) All reductions in the principal amount of a Bond (or
one or more Predecessor Bonds) effected by payments of installments of
principal made on any Payment Date or by the allocation of any
Realized Losses or a Junior Bond Write Down Amount to such Bond shall
be binding upon all Holders of such Bond and of any Bond issued upon
the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment or allocation of losses is
noted on such Bond. The final installment of principal of each Bond
(including the Redemption Price of any Bond called for redemption, if
such redemption will result in payment of the entire unpaid principal
amount of such Bond) shall be payable only upon presentation and
surrender thereof on or after the Payment Date therefor at the office
or agency of the Issuer maintained by it for such purpose in the
Borough of Manhattan, the City of New York, State of New York,
pursuant to Section 3.2.

Whenever, on the basis of Distributions on the Certificates
securing a Series received and expected to be received on the related
Distribution Date, the Issuer expects that the entire remaining unpaid
principal amount of any Bonds of such Series will become due and
payable on the next Principal Payment Date, unless specified otherwise
in the related Series Supplement it shall mail or cause to be mailed,
no later than five days prior to such Principal Payment Date, to each
Person in whose name a Bond to be so retired is registered at the
close of business on the tenth Business Day prior to such Principal
Payment Date, notwithstanding the Record Date otherwise applicable
with respect to such Series, a notice to the effect that:

(i) the Issuer expects that funds sufficient to
pay such final installment will be available in the Collection
Account on such Principal Payment Date, and

(ii) if such funds are available, (A) such final
installment will be payable on such Principal Payment Date,
but only upon presentation and surrender of such Bond at the
office or agency of the Issuer maintained for such purpose
pursuant to Section 3.2 (the address of which shall be set
forth in such notice), and (B) no interest shall accrue on
such Bond after such Principal Payment Date.

Notices in connection with redemptions or special redemptions of Bonds
shall contain the information set forth in, and be mailed in
accordance with, Section 10.2.

(c) If the entire amount of Accrued Bond Interest on any
Class of Bonds of a Series is not paid in full on any Interest Payment
Date by reason of a shortfall in Available Funds over the amount
required to pay such Accrued Bond Interest and any amount required to
be paid out of Available Funds in priority to such Accrued Bond
Interest, the amount of interest not paid on such Interest Payment
Date (such amount being the "Unpaid Interest") shall be payable on the
following Interest Payment Date, to the extent that Available Funds on
such following Interest Payment Date are sufficient and subject at all
times to any order

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of priority of payments out of Available Funds specified in the
related Series Supplement. No interest shall accrue or be payable on
any amounts of Unpaid Interest.

If the entire Principal Distribution Amount or aggregate
Accrued Bond Interest payable out of Available Funds on any Series of
Bonds on a Payment Date, or the entire Redemption Price payable in
connection with the redemption in whole of any Bond, which is due and
payable on any Redemption Date, shall not have been punctually paid or
duly provided for when and as due and payable (any Bond on which such
an amount due and payable has not been punctually paid or duly
provided for being hereinafter referred to as an "Overdue Bond"), then
each such amount, together with, in the case of any Redemption Price
not paid when due, interest thereon from the date such amount was due
until paid, at the Bond Interest Rate of the related Bonds, shall be
payable on each subsequent Special Payment Date, to the extent only
that funds are available therefor in the related Collection Account,
to the Person entitled thereto as provided below. No interest shall
accrue or be payable on any Overdue Bond or any unpaid interest in
respect thereof except as expressly provided above.

Any reduction in the principal amount of any Overdue Bond (or
one or more Predecessor Bonds) effected by any payments made on a
Special Payment Date shall be binding upon all Holders of such Bond
and of any Bond issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof, whether or not such payment is
noted on such Bond. Payments of interest on any overdue portion of
the Redemption Price of any Bond called for redemption shall, except
as provided below with respect to payment of the entire amount
remaining due on an Overdue Bond, be made to the Person entitled
thereto as provided below by check mailed to such Person's address as
it appears in the Bond Register or, if the criteria specified in
paragraph (ii) of Section 2.9(a) are fulfilled, by wire transfer to a
depository institution satisfactory to the Trustee, or by such other
means as may be agreed between the Trustee and the Holder of such
Bond.

If funds sufficient to pay the entire amount remaining due on
any Overdue Bonds of a particular Class are expected to be available
on the next Special Payment Date for such Series, as shown on the
Special Payment Date Statement for such Special Payment Date, the
Trustee, on behalf of the Issuer, will notify each Person in whose
name an Overdue Bond to be so retired is registered at the close of
business on the Special Record Date that would otherwise be applicable
to such Special Payment Date, by notice mailed no later than five days
after such otherwise applicable Special Record Date, that sufficient
funds are expected to be available to make such payment and that, if
such funds are available, such payment will be made only upon
presentation and surrender of such Overdue Bond at the office or
agency of the Issuer maintained for such purpose pursuant to Section
3.2 (the address of which shall be set forth in such notice). Upon
the giving of such notice, the entire amount then due and payable on
any such Overdue Bond shall, if sufficient funds are so available
therefor, be payable only upon presentation and surrender of such
Overdue Bond to the office or agency of the Issuer maintained for that
purpose.

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<PAGE> 52
Other amounts payable with respect to any Overdue Bond as
provided above on any Special Payment Date shall be payable (i) to the
Person in whose name that Bond (or one or more Predecessor Bonds) is
registered at the close of business on the Special Record Date for
such Special Payment Date or (ii) in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
such Bond may be listed and upon such notice as may be required by
such exchange, if, after notice given by the Issuer to the Trustee of
the proposed payment pursuant to this provision, such manner of
payment shall be deemed practicable by the Trustee.

(d) Subject to the foregoing provisions of this Section,
each Bond delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Bond shall carry the
rights to unpaid principal and interest that were carried by such
other Bond. Any checks mailed pursuant to subsection (a) or (c) of
this Section 2.9 and returned undelivered shall be held in accordance
with Section 3.3.

(e) Not later than each Calculation Date for a Series,
the Trustee shall prepare and deliver to the Issuer a Payment Date
Statement with respect to the following Payment Date setting forth the
following items (unless otherwise specified in the related Series
Supplement):

(i) the Debt Service Requirement with respect to
such Series for the following Payment Date;

(ii) the aggregate amount of interest accrued
during the Interest Accrual Period relating to such Payment
Date on all Outstanding Bonds of such Series;

(iii) the aggregate amount of Accrued Bond Interest
payable (to the extent of Available Funds) on each Class of
Bonds of such Series then Outstanding, in accordance with the
order of priority of payment in the Series Supplement;

(iv) the amount of Net Interest Shortfalls and the
interest portion of all Realized Losses allocable to the Bonds
of such Series, or any Class or Classes thereof, on such
Payment Date;

(v) the aggregate amount of principal payable out
of Available Funds for such Payment Date in respect of each
Class of Bonds of such Series then Outstanding, the principal
portion of any Realized Losses then allocable to the Bonds of
such Series and the Classes of Bonds to which such Realized
Losses are required to be allocated pursuant to the related
Series Supplement, and the amount of any Junior Bond Writedown
Amount then allocable to any Class of Junior Bonds of such
Series and the Class or Classes of Junior Bonds to which it is
allocable;

(vi) if such following Payment Date is an Initial
Interest Payment Date for any Class of Compound Interest Bonds
of such Series, the amount of interest payable

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thereon on such Interest Payment Date, the amount of the
installment of principal, if any, due and payable on such
Class of Compound Interest Bonds on such Payment Date, and the
amount, if any, of accrued interest to be added to the
principal of such Class of Compound Interest Bonds on such
Payment Date;

(vii) whether the amount expected to be available
in the Collection Account on such Payment Date will be
sufficient to pay on such Payment Date all amounts specified
in clauses (iii) and (v) above, and, if not, the percentages
of each such amount which may be paid in accordance with the
priorities set forth in Section 8.2 from the amounts expected
to be available in the Collection Account for such Series;

(viii) the amounts included in such statement
pursuant to clauses (iii) and (v) above, expressed in each
case per Individual Bond, to be paid on such Payment Date and
the amount of Realized Losses and the portion of the Junior
Bond Write Down Amount, if any, to be allocated to each
Individual Bond of a Class of such Series;

(ix) Reserved

(x) Reserved

(xi) Reserved

(xii) Reserved

(xiii) the amount, if any, to be withdrawn from the
Collection Account by the Trustee in respect of the following
Payment Date pursuant to Section 8.2(d);

(xiv) the amount, if any, to be withdrawn from the
Collection Account and paid over to any firm of Independent
Accountants in respect of the following Payment Date pursuant
to Section 8.2(d);

(xv) Reserved

(xvi) the amount, if any, to be withdrawn from the
Collection Account after such following Payment Date and
transferred to the Expense Fund pursuant to Section 8.2(d);

(xvii) the amount, if any, to be withdrawn from the
Collection Account and paid over to the Issuer or its assignee
or the Residual Interest Holders in respect of the following
Payment Date pursuant to Section 8.2(d); and

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(xviii) the Class Imputed Principal Balance and the
Class Current Principal Amount of the Bonds of each Class of
such Series which will remain after giving effect to the
payments and allocating all Realized Losses and Junior Bond
Write Down Amounts to be made or allocated on such Payment
Date (and, in the case of Compound Interest Bonds, after
giving effect to the interest accrued during the Interest
Accrual Period for such Payment Date and added to the
principal thereof) expressed both on an aggregate basis and
per Individual Bond.

Each Payment Date Statement shall be delivered by the Trustee
to the Issuer and, where required by the applicable Series Supplement,
to the firm of Independent Accountants appointed by the Issuer
pursuant to Section 8.9(a). If the actual amount of Distributions
received by the Trustee on a Distribution Date differs from the
expected amount of Distributions used by the Trustee in accordance
with Section 1.3(b) or 1.3(c), whichever is applicable, in determining
the Debt Service Requirement for a Payment Date, the Trustee shall
immediately on such Distribution Date (i) recompute all amounts in the
related Payment Date Statement to reflect the actual amount of
Distributions on such Distribution Date, (ii) revise such Payment Date
Statement accordingly, and (iii) deliver such revised Payment Date
Statement to the Issuer and, where required by the applicable Series
Supplement, to the Independent Accountants. Upon such delivery, such
revised Payment Date Statement shall be controlling for all purposes
under this Indenture.

(f) Not later than the fifth day after the Special Record
Date applicable to any Special Payment Date for any Overdue Bond of a
particular Series, the Trustee shall deliver to the Issuer a statement
(a "Special Payment Date Statement") with respect to such Series
setting forth:

(i) the amount of any overdue principal or any
overdue portion of the Redemption Price of any Overdue Bond of
such Series called for redemption and all unpaid interest
accrued on any Overdue Bonds called for redemption through the
preceding Special Payment Date or the Interest Accrual Period
for the preceding Payment Date (in the case of the first
Special Payment Date after such Bonds became Overdue Bonds)
which was not paid on such preceding Special Payment Date or
Payment Date, expressed both on an aggregate basis and per
Individual Bond of each Class included in such Overdue Bonds,

(ii) the amount of interest due and payable on
such Special Payment Date on the overdue portion of the
Redemption Price of any Bond of such Series called for
redemption, expressed both on an aggregate basis and per
Individual Bond of each Class included in such Overdue Bonds,

(iii) if such Special Payment Date is also a
Payment Date for that Series, the amounts required to be set
forth in clauses (i) through (v) of the Payment Date Statement
with respect to such Payment Date,

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(iv) whether the amount expected to be on deposit
in the related Collection Account and available for payment to
the Bondholders in accordance with the priorities set forth in
Section 8.2(c) on such Special Payment Date and, if
applicable, such Payment Date is sufficient to pay on such
Special Payment Date all amounts specified in clauses (i)
through (iii) above, and, if not, the percentages of each
amount specified in clauses (i) through (iii) above which may
be paid, in accordance with the priorities set forth in said
Section 8.2(c), from the amount expected to be on deposit in
the Collection Account for such Series on such Special Payment
Date and, if applicable, such Payment Date, and

(v) the amounts included in such Special Payment
Date Statement pursuant to clauses (i) through (iii) above,
expressed in each case per Individual Bond of each Class of
Bonds of such Series covered by such Special Payment Date
Statement which will remain unpaid after giving effect to
payment of the amounts expected to be on deposit in the
related Collection Account and available for payment on such
Special Payment Date and, if applicable, such Payment Date.

Section 2.10 Persons Deemed Owners.

Prior to due presentment for registration of transfer of any Bond, the
Issuer, the Trustee, any Agent and any other agent of the Issuer or the Trustee
may treat the Person in whose name any Bond is registered as the owner of such
Bond (a) on the applicable Record Date or Special Record Date for the purpose
of receiving payments of the principal of and interest on such Bond and (b) on
any other date for all other purposes whatsoever, whether or not such Bond is
an Overdue Bond, and neither the Issuer, the Trustee, any Agent nor any other
agent of the Issuer or the Trustee shall be affected by notice to the contrary.

Section 2.11 Cancellation.

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

Section 2.12 Authentication and Delivery of Bonds.

Bonds of any one or more Series may from time to time be executed by
the Issuer and delivered to the Trustee for authentication, and thereupon the
same shall be authenticated and delivered by the Trustee, upon Issuer Request
and upon receipt by the Trustee of the following:

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(a) an Issuer Resolution authorizing the execution,
authentication and delivery of such Bonds and the related Series
Supplement;

(b) in case the Bonds to be authenticated and delivered
are of any Series not theretofore created, an appropriate Series
Supplement, accompanied by an Issuer Resolution authorizing such
Series Supplement (and, in the case of the first Series to be
authenticated and delivered hereunder, authorizing this Indenture),
designating the new Series to be created and prescribing, consistent
with the applicable provisions of this Indenture, the terms and
provisions relating to the Bonds of such Series;

(c) Opinions of Counsel addressed to the Trustee,
complying with the requirements of Section 11.1, and, except to the
extent provided otherwise in the related Series Supplement, to the
effect that:

(i) all instruments furnished to the Trustee in
connection with such Bonds conform to the requirements of this
Indenture and constitute all the documents required to be
delivered hereunder for the Trustee to authenticate and
deliver the Bonds then applied for;

(ii) all conditions precedent provided for in this
Indenture relating to the authentication and delivery of the
Bonds applied for have been complied with;

(iii) the Issuer has corporate power to execute and
deliver the Series Supplement relating to such Bonds (and, in
the case of the first Series to be authenticated and delivered
hereunder, this Indenture), and to issue such Bonds and has
duly taken all necessary corporate action for those purposes;

(iv) assuming due execution and delivery thereof
by the Trustee, this Indenture and the related Series
Supplement, as executed and delivered by the Issuer, are the
valid, legal and binding obligations of the Issuer,
enforceable in accordance with their terms, subject to
bankruptcy, reorganization, insolvency, arrangement,
moratorium, fraudulent or preferential conveyance and other
similar laws of general application affecting the enforcement
of creditors' rights generally and to general principles of
equity (regardless whether such enforceability is considered
in a proceeding in equity or at law); and the execution of
such Series Supplement is authorized or permitted by Section
9.1 of this Indenture;

(v) the Bonds then applied for, when issued,
delivered, authenticated and paid for, will be the valid,
legal and binding non-recourse obligations of the Issuer,
entitled to the benefits of this Indenture and the related
Series Supplement, equally and ratably with all other Bonds of
such Series, except to the extent specified otherwise in the
related Series Supplement, if any, theretofore issued,
authenticated, delivered and paid for and then Outstanding
hereunder, and enforceable in accordance with their terms,
subject to bankruptcy, reorganization, insolvency,

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arrangement, moratorium, fraudulent or preferential conveyance
and other similar laws of general application affecting the
enforcement of creditors' rights generally and to general
principles of equity (regardless whether such enforceability
is considered in a proceeding in equity or at law);

(vi) if a Guaranty Agreement applies to such
Series, such Guaranty Agreement has been duly executed and
delivered by the Guarantor and constitutes a valid, legal and
binding obligation of the Guarantor enforceable in accordance
with its terms, subject to bankruptcy, reorganization,
insolvency, arrangement, moratorium, fraudulent or
preferential conveyance and other similar laws of general
application affecting creditors' rights generally and to
general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in
equity);

(vii) the Issuer has corporate power and authority
to Grant the Trust Estate for such Series to the Trustee as
security for the Bonds of such Series and has duly authorized
such Grant to the Trustee by all necessary corporate action;

(viii) the Series Supplement delivered to the
Trustee with such Opinion of Counsel creates a valid lien
and/or security interest in and subjects the Certificates
securing such Series and all proceeds therefrom and the
Pledged Accounts or Funds for such Series to the lien and
security interest of this Indenture;

(ix) such action has been taken with respect to
delivery of possession of the Trust Estate and with respect to
the recording and filing of this Indenture, the Series
Supplement for such Series, any other indentures supplemental
hereto and any other requisite documents and with respect to
the execution and filing of any financing statements as is
necessary to make effective and to perfect a first priority
lien and security interest created by this Indenture in the
Trust Estate for such Series, with either the details of such
action being recited therein, or the absence of any such
action being necessary to make such lien and security interest
effective and perfected being stated therein; and, with any
recording, filing, re-recording and re-filing of this
Indenture, the Series Supplement for such Series, any other
indentures supplemental hereto and any other requisite
documents and any 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 created by this Indenture in the Trust
Estate for such Series until February 15 of the year in which
the first Opinion of Counsel with respect to such Series is
required to be delivered under Section 3.6 being described
therein;

(x) this Indenture and the Series Supplement for
such Series have been duly qualified under the TIA, or that no
qualification of such Indenture under the TIA is necessary;
the execution of the Series Supplement for such Series
requires the requalification of this Indenture under the TIA,
or that no requalification of the

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Indenture under the TIA is necessary by virtue of the
execution of such Series Supplement;

(xi) the Issuer is not required to register as an
"investment company" under the Investment Company Act, as such
term is defined thereunder, and the Issuer is not under the
"control" of an "investment company," as such terms are
defined in the Investment Company Act;

(xii) the Pooling and Administration Agreement for
each such Conventional Certificate has been duly authorized,
executed and delivered by the Administrator and constitutes
the legal, valid and binding agreement of the Administrator
enforceable in accordance with its terms, subject to
bankruptcy, reorganization, insolvency, arrangement,
moratorium, fraudulent or preferential conveyance and other
similar laws of general application affecting creditors'
rights generally and to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding at law or in equity);

(xiii) each Conventional Certificate Granted to the
Trustee is validly issued and outstanding and entitled to the
benefit of the related Pooling and Administration Agreement;

(xiv) no authorization, approval or consent of any
governmental body having jurisdiction in the premises which
has not been obtained by the Issuer is required for the valid
issuance and delivery of the Bonds; and

(xv) if an election or elections has or have been
or will be made to treat the Trust Estate securing the Series,
or any other assets securing a Series, as identified in such
election or elections, as a REMICs, (1) assuming the proper
making of each such election, (2) compliance with the
pertinent provisions of this Indenture, and (3) continuing
compliance with the applicable provisions of the Code, the
Trust Estate or such assets will qualify as a REMIC, each
Class of Bonds designated in the related Series Supplement as
"regular interests" in a REMIC will be treated as "regular
interests" in such REMIC and each Class of Bonds or other
security designated in the related Series Supplement as a
"residual interest" in a REMIC will be treated, in the
aggregate, as the single Class of "residual interests" in such
REMIC.

The Opinion of Counsel delivered to the Trustee at the closing
of the related Series of Bonds may differ from the Opinion of Counsel
described in this Section 2.12(c) so long as the Opinion of Counsel so
delivered is acceptable to each Rating Agency, which shall be
conclusively evidenced by the delivery at the Closing of each such
Rating Agency's rating letter.

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(d) an Officers' Certificate complying with the
requirements of Section 11.1 and stating that:

(i) the Issuer is not in Default under this
Indenture and the issuance of the Bonds applied for will not
result in any breach of any of the terms, conditions or
provisions of, or constitute a default under, the Issuer's
certificate of incorporation or by-laws or any indenture,
mortgage, deed of trust or other agreement or instrument to
which the Issuer is a party or by which it is bound, or any
order of any court or administrative agency entered in any
proceeding to which the Issuer is a party or by which it may
be bound or to which it may be subject;

(ii) all conditions precedent provided in this
Indenture relating to the authentication and delivery of the
Bonds applied for have been complied with;

(iii) the Issuer is the owner of each Certificate
securing such Series, has not assigned any interest or
participation in any such Certificate (or, if any such
interest or participation has been assigned, it has been
released) and has the right to Grant each such Certificate to
the Trustee;

(iv) the Issuer has Granted to the Trustee all of
its right, title, and interest in each such Certificate; and

(v) attached thereto are true and correct copies
of letters signed by one or more nationally recognized
statistical rating agencies confirming that the Bonds of such
Series have been rated in the rating category specified for
such Class in the Prospectus Supplement or Private Placement
Memorandum (as applicable) relative to such Series by each
such rating agency.

(e) [Reserved]

(f) All of the Certificates and any other assets to be
included in a Collateral Group securing such Series, or, in the case
of Uncertificated Certificates, Advices issued for each such
Uncertificated Certificate by the Person or Persons in whose name such
Uncertificated Certificate is registered, in each case as listed on
Schedule A to the applicable Series Supplement; which Certificates,
assets and Uncertificated Certificates

(i) shall have

(A) an aggregate initial Certificate
Principal Amount at least equal to the aggregate
initial Original Principal Amount of the Bonds
proposed to be authenticated and delivered, and

(B) aggregate scheduled Distributions on
each Distribution Date which, together with

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(1) the amount, if any, to be
deposited in the Collection Account on the
Closing Date pursuant to clause (g) below,

(2) income that can be earned from
the reinvestment of Distributions and to
which the Bondholders are entitled (as
specified in the related Series Supplement)
and all other amounts receivable with respect
to the assets securing such Series, computed
as described in subsection (e)(i)(E) above,
and

(3) all other amounts, if any,
available for such purpose and required
hereby or by the related Series Supplement to
be deposited in the Collection Account on or
prior to the Payment Date immediately
following the related Distribution Date, are
sufficient,

when applied, in accordance with the terms hereof and
the related Series Supplement, to payments of
principal of and interest on the Bonds (under the
Maximum Bond Interest Rate Assumption if such Series
of Bonds includes a Class or Classes of Variable Rate
Bonds),

(1) to pay on each Payment Date for
such Series (after deduction of all fees and
expenses then due to the Trustee pursuant to
the related Series Supplement) all interest
(under the Maximum Bond Interest Rate
Assumption if such Series of Bonds includes a
Class or Classes of Variable Rate Bonds) then
due and payable on the Bonds proposed to be
authenticated and delivered, and

(2) to pay the entire principal
amount of each Class of such Bonds on or
prior to the Stated Maturity of the final
installment of principal thereof;

The certificate delivered to the Trustee pursuant to Section 2.12(d)
shall conclusively evidence compliance with such requirement.

(ii) shall otherwise satisfy each of the
requirements established for such Certificates in the related
Series Supplement; and

(iii) shall have been registered in the name of the
Trustee (or, if requested by the Trustee, in the name of a
Qualified Nominee); provided, that the Issuer may, at its sole
option, instead request the Trustee to cause all of such
Certificates to be so registered promptly following the
Closing Date for such Series, in which event such Certificates
shall be accompanied by such powers and shall otherwise be in
such form as shall permit the registration thereof in the name
of the Trustee or its Qualified Nominee without the taking of
any further action other than presentation

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for registration of transfer and payment of the applicable
fees in connection therewith. (The Trustee, by its acceptance
of such Certificates, shall be deemed to have agreed to
present them for registration of transfer no later than the
opening of business on the last Business Day of the Month of
Closing and to pay the applicable transfer fees, subject to
its right of reimbursement under Section 6.7); and, provided,
further that in the case of Certificates issuable in
book-entry form only, in lieu of delivering such Certificates
the Issuer shall take such actions to effect the Grant thereof
to the Trustee as are specified in the related Series
Supplement.

(g) Cash in the amount, if any, required by the terms of
the related Series Supplement to be deposited in the Collection
Account for such Series and held by the Trustee and applied in
accordance with Section 8.2, and if there is an Expense Fund for such
Series, cash or Eligible Investments in the amount specified in the
related Series Supplement.

(h) [Reserved]

(i) Such certificates, insurance policies, surety bonds,
instruments, opinions or other documents as may be required by the
terms of the Series Supplement creating such Series.

(j) If such Series or any Class or Classes of such Series
is directly insured, guaranteed or otherwise backed, the Guaranty
Agreement for such Series.

(k) A certificate of an Independent Person appointed by
an Issuer Order, whose regular business activity includes valuing
securities similar to the Certificates securing such Series, as to the
fair market value of such Certificates, which determination of fair
market value shall, unless otherwise provided in the related Series
Supplement, be based upon generally available market quotations as of
a date not earlier than three Business Days prior to the related
Closing Date.

(l) Such other documents, certificates, instruments or
opinions as may be required by the terms of the Series Supplement
creating such Series of Bonds.

Section 2.13 Book Entry Bonds.

Unless provided otherwise in the related Series Supplement, each Class
of Bonds subject to redemption at the request of Bondholders shall, and any
other class of any Series, may, if specified in the related Series Supplement,
be issued initially as a single certificate in the name of a Clearing Agency
maintaining book entry records with respect to ownership and transfer of such
Bonds, or its nominee, or a custodian bank of such Clearing Agency, or its
nominee, and registration of such Bonds may not be transferred by the Trustee
or Bond Registrar except under the conditions, if any, described in the related
Series Supplement. In such case, the Trustee shall deal with the Clearing
Agency and Clearing Agency Participants as representatives of the Beneficial
Owners of such Bonds for purposes of exercising the rights of Bondholders
hereunder, as provided in the related Series

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Supplement. Requests and directions from, and votes of, such representatives
shall not be deemed to be inconsistent if they are made with respect to
different Beneficial Owners.

Section 2.14 Termination of Book Entry System.

(a) Except as otherwise provided in the related Series Supplement,
the book entry system through the Clearing Agency with respect to any Class of
Book Entry Bonds may be terminated upon the happening of any of the following:

(i) The Clearing Agency or the Issuer advises the Trustee
that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities under the respective Letter Agreement
and the Issuer is unable to locate a qualified successor clearing
agency satisfactory to the Trustee and the Issuer;

(ii) The Issuer, in its sole discretion but with the
consent of the Trustee, elects to terminate the book entry system by
notice to the Clearing Agency and the Trustee; or

(iii) After the occurrence of an Event of Default (at which
time the Trustee shall use all reasonable efforts to promptly notify
each Beneficial Owner through the Clearing Agency of such Event of
Default when such notice shall be given pursuant to Section 6.2, the
Beneficial Owners of a majority in Aggregate Current Principal Amount
of the Book Entry Bonds advise the Trustee in writing, through the
related Clearing Agency Participants and the Clearing Agency, that the
continuation of a book entry system through the Clearing Agency to the
exclusion of any Definitive Bond certificates being issued to any
person other than the Clearing Agency or its nominee is no longer in
the best interests of the Beneficial Owners.

(b) Upon the occurrence of any event described in subsection (a)
above, the Trustee shall use all reasonable efforts to notify all Beneficial
Owners, through the Clearing Agency, of the occurrence of such event and of the
availability of Definitive Bond certificates to Beneficial Owners requesting
the same, in an Aggregate Current Principal Amount representing the interest of
each, making such adjustments and allowances as it may find necessary or
appropriate as to accrued interest and previous calls for redemption or special
redemption. Definitive Bond certificates shall be issued only upon surrender
to the Trustee of the Bond by the Clearing Agency, accompanied by registration
instructions for the Definitive Bond certificates. Neither the Issuer nor the
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 issuance of the Definitive Bond certificates, all references herein and in
the Series Supplement to obligations imposed upon or to be performed by the
Clearing Agency shall cease to be applicable and the provisions relating to
Definitive Bonds shall be applicable.

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Section 2.15 Restrictions on Transfer of Certain Classes of Bonds.

(a) No legal or beneficial interest in all or any portion
of any Residual Bonds of any Series may be transferred directly or
indirectly to (i) a Disqualified Organization or a an agent of a
Disqualified Organization (including a broker, nominee, or middleman),
(ii) an entity that holds REMIC residual securities as nominee to
facilitate the clearance and settlement of such securities through
electronic book entry changes in accounts of participating
organizations (a "Book-Entry Nominee"), or (iii) an individual,
corporation, partnership or other person unless such transferee (A) is
not a Non-U.S. Person or (B) is a Non-U.S. Person that will hold such
Residual Bond in connection with the conduct of a trade or business
within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form 4224 or (C) is
a Non-U.S. Person that has delivered to both the transferor and the
Trustee an opinion of a nationally recognized tax counsel to the
effect that the transfer of a Residual Bond to it is in accordance
with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of a Residual Bond will not be
disregarded for federal income tax purposes (any such person who is
not covered by clause (A), (B) or (C) above being referred to herein
as "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not authenticate
and deliver a Residual Bond in connection with any transfer thereof
unless the transferor shall have provided to the Trustee an affidavit,
substantially in the form attached as Exhibit B to the related Series
Supplement, signed by the transferee.

The affidavit described in the preceding paragraph, if not
executed in connection with the initial issuance of the Residual Bonds
of any relevant Series, shall be accompanied by a written statement in
the form attached as Exhibit E to the related Series Supplement,
signed by the transferor of any such Residual Bond. The Residual
Bonds (if any) of each Series shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding
paragraph.

Upon written notice to the Trustee that any legal or
beneficial interest in any portion of a Residual Bond of any Series
has been transferred, directly or indirectly, to a Disqualified
Organization or agent thereof (including a broker, nominee, or
middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold such Residual Bond in constructive
trust for the last transferor who was not a Disqualified Organization
or agent thereof, and such transferor shall be restored as the owner
of such Residual Bond as completely as if such transfer had never
occurred, provided that the Trustee may, but is not required to,
recover any payments made to such transferee with respect to such
Residual Bond and return such recovery to the transferor, and (ii) the
Trustee agrees, at the Issuer's expense, to furnish to the Internal
Revenue Service and to any transferor of such Residual Bond or such
agent (within 60 days of the request therefor by the transferor or
agent) such information necessary to the application of Section
860E(e) of the Code as may be required by the Code, including but not
limited to the present value of the total anticipated excess
inclusions with respect to such Residual Bond (or portion thereof) for
periods after such transfer. At the election of the Trustee, the cost
to the Trustee of computing and furnishing

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such information may be charged to the transferor or such agent
referred to above; however, the Trustee shall in no event be excused
from furnishing such information.

The restrictions on transfers of the Residual Bonds of any
Series set forth in the preceding three paragraphs shall cease to
apply to transfers (and the applicable portions of the legend to such
Residual Bonds may be deleted) after delivery to the Trustee of an
Opinion of Counsel to the effect that the elimination of such
restrictions will not cause a REMIC Loss.

(b) No transfer of a Restricted Bond of any Series shall
be made unless such transfer is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"),
and any applicable state securities laws, or is made in accordance
with the Act and any applicable state securities laws. As a condition
precedent to the transfer of a Restricted Bond, (i) the Trustee shall
require a written opinion of counsel, which counsel shall be
acceptable to the Trustee, that such transfer may be made pursuant to
an exemption from the Act and any applicable state securities laws
(which opinion shall not be at the expense of the Trustee) or (ii) the
Trustee shall require the transferee to execute an investment letter
in the form substantially as set forth in Exhibit F to the related
Series Supplement or in such other form as may be acceptable to the
Trustee, certifying as to the facts surrounding such transfer. The
holder of any Restricted Bond desiring to effect the transfer thereof
shall, and hereby agrees to, indemnify the Trustee and the Issuer
against any liability that may result if the transfer thereof is not
so exempt or is not made in accordance with such federal and state
laws. Such agreement to so indemnify the Trustee and the Issuer shall
survive the termination of this Agreement.

(c) No transfer of an ERISA Restricted Bond (if any) of a
Series shall be made to any Person unless the Trustee has
received (A) either (i) a certificate substantially in the
form of Exhibit D to the related Series Supplement, from such
transferee to the effect that such transferee is not a Plan or
a Person that is using the assets of a Plan to acquire such
ERISA Restricted Bond or (ii) a certificate in such form and
substance as shall be satisfactory to the Trustee and the
Issuer in lieu of the Certificate attached as Exhibit D or (B)
an opinion of counsel, which counsel shall be satisfactory to
the Trustee and the Issuer to the effect that the purchase and
holding of such ERISA Restricted Bond will not constitute or
result in the assets of the Trust Estate being deemed to be
"plan assets" subject to the prohibited transactions
provisions of ERISA or Section 4975 of the Code and will not
subject the Trustee, the Certificate Trustee, the
Administrator relative to such Series or the Issuer to any
obligation in addition to those undertaken in this Indenture
or in the related Pooling and Administration Agreement;
provided, however, that the Trustee will not require such
certificate or opinion if, as a result of a change of law or
otherwise, counsel satisfactory to the Trustee has rendered an
opinion to the effect that the purchase and holding of an
ERISA Restricted Bond by a Plan or a Person that is purchasing
or holding such ERISA Restricted Bond with the assets of a
Plan will not constitute or result in a prohibited transaction
under ERISA or Section 4975

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of the Code. The preparation and delivery of the certificate
and opinions referred to above shall not be an expense of the
Trust Estate, the Trust, the Certificate Trustee, the
Administrator relative to such Series or the Issuer.

(i) No transfer of an ERISA Prohibited Bond shall
be made to any Person unless the Trustee has received a
certificate (substantially in the form of Exhibit B to the
related Series Supplement in the case of a Residual Bond, or
containing a certification substantially as set forth in
paragraph 17 of Exhibit B to the related Series Supplement, in
the case of an ERISA Prohibited Bond that is not a Residual
Bond) from such transferee to the effect that, among other
things, such transferee is not a Plan or a Person that is
using the assets of a Plan to acquire any such Bond. The
preparation and delivery of such certificate shall not be an
expense of the Trust Estate, the Trustee, the Issuer.

(d) Subject to Section 6.1 hereof, the Trustee may
conclusively rely upon any certificate, affidavit or opinion delivered
pursuant to Section 2.15(a), (b), or (c).

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ARTICLE III

COVENANTS

Section 3.1 Payment of Bonds.

The Issuer will pay or cause to be duly and punctually paid the
principal of, and interest on, the Bonds of each Series in accordance with the
terms of such Bonds and this Indenture. The Bonds of each Series shall be non-
recourse obligations of the Issuer and shall be limited in right of payment to
amounts available from the Trust Estate relative to such Series as provided in
this Indenture and the Issuer shall not otherwise be liable for payments on the
Bonds. No person shall be personally liable for any amounts payable under the
Bonds. If any other provision of this Indenture conflicts or is deemed to
conflict with the provisions of this Section 3.1, the provisions of this
Section 3.1 shall control.

Section 3.2 Maintenance of Office or Agency.

The Issuer will maintain in the Borough of Manhattan, the City of New
York, the State of New York an office or agency where Bonds may be presented or
surrendered for payment or may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of the
Bonds and this Indenture may be served. The Issuer will give prompt written
notice to the Trustee of the location and any change in the location of such
office or agency. Until written notice of any change in the location of such
office or agency is delivered to the Trustee or if at any time the Issuer shall
fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, Bonds may be so presented or surrendered,
and such notices and demands may be made or served, at the New York Office, and
the Issuer hereby appoints the New York Agent as its agent in the City of New
York, for the foregoing purposes.

The Issuer may also from time to time designate one or more other
offices or agencies (in or outside the City of New York) where the Bonds may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that (i) no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
an office or agency in the Borough of Manhattan, the City of New York, the
State of New York for the purposes set forth in the preceding paragraph, (ii)
presentations or surrenders of Bonds for payment may be made only in the City
of New York, the State of New York and (iii) any designation of an office or
agency for payment of Bonds shall be subject to Section 3.3. The Issuer will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

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Section 3.3 Money for Bond Payments to Be Held in Trust.

All payments of amounts due and payable with respect to any Bonds
which are to be made from amounts withdrawn from the related Collection Account
pursuant to Section 8.2(c) or Section 5.8 shall be made on behalf of the Issuer
by the Trustee or by a Paying Agent, and no amounts so withdrawn from a
Collection Account for payments of Bonds shall be paid over to the Issuer under
any circumstances except as provided in this Section 3.3 or in Section 5.8.

When the Issuer shall have a Paying Agent for a Series that is not
also the Bond Registrar for such Series, it shall furnish, or cause the Bond
Registrar for such Series to furnish, no later than

(a) the fifth calendar day after each Record Date for such Series,
and

(b) the fifth calendar day after each Special Record Date
applicable to a Special Payment Date for such Series,

a list, in such form as such Paying Agent may reasonably require, of the names
and addresses of the Holders of Bonds of such Series and of the number of
Individual Bonds of each Class of such Series held by each such Holder.

Whenever the Issuer shall have a Paying Agent other than the Trustee,
it will, on or before the Business Day next preceding each Payment Date and
Special Payment Date for each Series of Bonds, direct the Trustee to deposit
with such Paying Agent an aggregate sum sufficient to pay the amounts then
becoming due (to the extent funds are then available for such purpose in the
Collection Account for such Series), such sum to be held in trust for the
benefit of the Persons entitled thereto. Any moneys deposited with a Paying
Agent in excess of an amount sufficient to pay the amounts then becoming due on
the Bonds with respect to which such deposit was made shall, upon Issuer Order,
be paid over by such Paying Agent to the Trustee for application in accordance
with Article VIII.

Any Paying Agent shall be appointed by Issuer Order. The Issuer shall
not appoint any Paying Agent (other than the Trustee) which is not, at the time
of such appointment, a depository institution or trust company whose
obligations would be Eligible Investments pursuant to clause (ii) of the
definition of the term "Eligible Investment". In the event that the Trustee is
acting as Paying Agent and the Trustee resigns as Trustee with respect to one
or more Series of Bonds (or to the extent permitted in any Series Supplement,
with respect to one or more Classes within a Series), the Trustee may resign as
Paying Agent with respect to the Bonds of such Series or Classes, as
applicable. The Issuer will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee (and if the Trustee acts as Paying Agent, it
hereby so agrees), subject to the provisions of this Section, that such Paying
Agent will:

(1) allocate all sums received for payment to the Holders
of Bonds of each Series for which it is acting as Paying Agent on each
Payment Date and Special Payment Date

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among such Holders in the proportion specified in the applicable
Payment Date Statement and Special Payment Date Statement, as the case
may be, in each case to the extent permitted by applicable law;

(2) hold all sums held by it for the payment of amounts
due with respect to the Bonds 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;

(3) if such Paying Agent is not the Trustee, immediately
resign as a Paying Agent and forthwith pay to the Trustee all sums
held by it in trust for the payment of Bonds if at any time it ceases
to meet the standards set forth above required to be met by a Paying
Agent at the time of its appointment;

(4) if such Paying Agent is not the Trustee, give the
Trustee notice of any Default by the Issuer (or any other obligor upon
the Bonds) in the making of any payment required to be made with
respect to any Series of Bonds for which it is acting as Paying Agent;

(5) if such Paying Agent is not the Trustee, at any time
during the continuance of any such Default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such Paying Agent; and

(6) comply with all requirements of the Code with respect
to the withholding from any payments made by it on any Bonds of any
applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith; provided,
however, that with respect to withholding and reporting requirements
applicable to original issue discount (if any) on any Class of Bonds,
the Issuer shall have first provided the calculations pertaining
thereto to the Trustee.

The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuer Order direct any Paying Agent, if other than the Trustee, to pay to the
Trustee all sums held in trust by such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
such Paying Agent; and upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Except as provided by applicable law, any money held by the Trustee or
any Paying Agent in trust for the payment of any amount due with respect to any
Bond and remaining unclaimed for two and one-half years after such amount has
become due and payable to the Holder of such Bond (or, if earlier, three months
prior to the date on which such amount would escheat to a governmental entity
under applicable law) shall be discharged from such trust and paid to the
Issuer; and the Holder of such Bond shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent
of the amounts so paid to the Issuer), and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,

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however, that if an election has been or will be made to treat the Trust Estate
securing the Series or any other assets specified in a REMIC election relative
to such Series, as a REMIC, any such unclaimed funds shall be paid to the state
pursuant to applicable escheat laws and in such event the Holder of such Bond
shall thereafter look only to such state for payment thereof and all liability
of the Issuer, the Trustee or such Paying Agent with respect to such trust
money shall thereupon cease. The Trustee may adopt and employ, at the expense
of the Issuer, any reasonable means of notification of such repayment
(including, but not limited to, mailing notice of such repayment to Holders
whose Bonds have been called but have not been surrendered for redemption or
whose right to or interest in moneys due and payable but not claimed is
determinable from the records of the Trustee or any Agent, at the last address
of record for each such Holder).

Section 3.4 Corporate Existence.

(a) Subject to Section 3.4(b) and (c), the Issuer will
keep in full effect its existence, rights and franchises as a
corporation under the laws of the State of Delaware or under the laws
of any other state or the United States of America, and will obtain
and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this
Indenture, the Bonds or any of the Certificates.

(b) Any corporation into which the Issuer hereunder may
be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which such Issuer
hereunder shall be a party, shall be the successor Issuer under this
Indenture without the execution or filing of any paper, instrument or
further act to be done on the part of the parties hereto, anything
herein, or in any agreement relating to such merger or consolidation,
by which any such Issuer may seek to retain certain powers, rights and
privileges theretofore obtaining for any period of time following such
merger or consolidation, to the contrary notwithstanding.

(c) Upon any consolidation or merger of or other
succession to the Issuer in accordance with Section 3.4(b) hereof, the
Person formed by or surviving such consolidation or merger (if other
than the Issuer) may exercise every right and power of the Issuer
under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

Section 3.5 Protection of Trust Estate.

The Issuer 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 as may be necessary or advisable
to

(i) Grant more effectively all or any portion of a Trust
Estate,

(ii) maintain or preserve the lien of this Indenture or
carry out more effectively the purposes hereof,

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(iii) perfect, publish notice of, or protect the validity
of, any Grant made or to be made by this Indenture,

(iv) enforce any of the Certificates, or

(v) preserve and defend title to any Certificate or other
instrument included in a Trust Estate and the rights of the Trustee,
and of the Bondholders of the Series secured thereby, in such
Certificate or other instrument against the claims of all persons and
parties.

The Issuer hereby designates the Trustee its agent and attorney-in-fact to
execute, upon the Issuer's failure to do so, any financing statement,
continuation statement or other instrument required pursuant to this Section
3.5; provided, however, that such designation shall not be deemed to create a
duty in the Trustee to monitor the compliance of the Issuer with the foregoing
covenants and provided, further, that the duty of the Trustee to execute any
instrument required pursuant to this Section 3.5 shall arise only if the
Trustee has knowledge of any failure of the Issuer to comply with the
provisions of this Section 3.5.

Section 3.6 Opinions as to Trust Estate.

On or before February 15 in each calendar year, the Issuer shall
furnish to the Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and re-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
is necessary to maintain the lien and security interest created by this
Indenture with respect to the Trust Estate for such Series 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
re-filing 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 of this Indenture with
respect to the Trust Estate for such Series until February 15 in the following
calendar year.

The Trustee shall not remove any portion of any 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 the most recent
opinion of Counsel was delivered pursuant to this Section 3.6 (or from the
jurisdiction in which it was held as described in the Opinion of Counsel
delivered at the Closing Date pursuant to Section 2.12(c), if no Opinion of
Counsel has yet been delivered pursuant to this Section 3.6) or cause or permit
ownership or the pledge of any portion of the Trust Estate that consists of
book-entry securities to be recorded on the books of a Person located in a
different jurisdiction from the jurisdiction in which such ownership or pledge
was recorded at such date unless the Trustee shall have first received an
Opinion of Counsel to the effect that the lien and security interest

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created by this Indenture with respect to such property will continue to be
maintained after giving effect to such action or actions.

Section 3.7 Performance of Obligations.

The Issuer 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 instrument included in a Trust Estate, or which would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument, except as
expressly provided in this Indenture.

Section 3.8 Negative Covenants.

The Issuer will not:

(a) sell, transfer, exchange or otherwise dispose of any
portion of a Trust Estate except as expressly permitted by this
Indenture;

(b) claim any credit on, or make any deduction from, the
principal of, or interest on, any of the Bonds by reason of the
payment of any taxes levied or assessed upon any portion of a Trust
Estate;

(c) (i) engage in any business or activity other than in
connection with, or relating to, the issuance of Bonds pursuant to
this Indenture or any Series Supplement or the issuance of bonds
permitted under clause (d) below, or (ii) amend Article III or VIII of
its Certificate of Incorporation, as in effect on the Closing Date for
the initial Series of Bonds, without, in each case, the consent of the
Holders of not less than 66 2/3% of the Aggregate Current Principal
Amount of the Bonds of each Series then Outstanding;

(d) issue bonds under any other indenture unless such
bonds are non-recourse obligations of the Issuer;

(e) incur, assume, guaranty or agree to indemnify any
indebtedness of any Person, except for such indebtedness as may be
incurred by the Issuer in connection with the issuance of a Series of
Bonds pursuant to this Indenture or any Series Supplement or as
permitted under clause (d) above or indebtedness which, if consisting
of indebtedness other than Bonds or indebtedness permitted under
clause (d) above, (i) shall either be (1) subordinate to each Series
of Bonds issued pursuant to the Indenture or (2) secured by collateral
other than the Trust Estate and to which the creditor with respect to
such indebtedness has recourse only to such collateral and not to any
other assets of the Issuer and (ii) shall provide that the holder
thereof may not file a petition in any bankruptcy or insolvency
proceeding with respect to the Issuer until not less than 91 days
after payment in full of all Outstanding Bonds issued pursuant to this
Indenture;

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

(g) merge or consolidate with any corporation other than
an Affiliate of the Issuer, any such merger or consolidation with an
Affiliate of the Issuer to be subject to the following conditions:

(1) the surviving or resulting entity shall be a
corporation organized under the laws of the United States or
any state thereof and its certificate of incorporation shall
contain substantially the same restrictions as are contained
in Articles III and VIII of the Issuer's Certificate of
Incorporation;

(2) the surviving or resulting corporation (if
other than the Issuer) shall expressly assume by an indenture
supplemental hereto all of the Issuer's obligations hereunder;

(3) the consummation of such merger or
consolidation shall not result in the lowering of any rating
of the Outstanding Bonds of any Series by the rating agencies
that rated the initial Series of Bonds; and

(4) immediately after consummation of the merger
or consolidation no Default shall exist with respect to any
Series;

(h) (1) permit the validity or effectiveness of this
Indenture or any Grant under the related Series Supplement to be
impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged with respect to
any Series, or permit any Person to be released from any covenants or
obligations with respect to any Series under this Indenture, except as
may be expressly permitted hereby or by any Series Supplement, (2)
permit any lien, charge, security interest, mortgage or other
encumbrance (other than the lien of this Indenture or any Permitted
Encumbrance) to be created on or extend to or otherwise arise upon or
burden the Trust Estate for any Series or any part thereof or any
interest therein or the proceeds thereof, so long as such proceeds
remain a part of the Trust Estate, or (3) permit the lien of this
Indenture not to constitute a valid first priority security interest
in the Trust Estate securing any Series; or

(i) take any action, or omit to take any action, if such
action or omission may (i) cause any Trust Estate or any other assets
securing a Series of Bonds and in respect of which a REMIC election
has been made to fail to qualify as a REMIC during any taxable year,
or (ii) cause or permit any REMIC relative to any Series to engage in
any "prohibited transaction" as defined in Section 860F of the Code.

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Section 3.9 Annual Statement as to Compliance.

On or before 120 days after the end of the first fiscal year of the
Issuer which ends more than three months after the Closing Date for a Series,
and each fiscal year thereafter, the Issuer shall deliver to the Trustee a
brief statement with respect to such Series, signed by its principal executive
officer, principal financial officer or principal accounting officer, that

(1) a review of the fulfillment by the Issuer during such
year of its obligations under this Indenture has been made under such
officer's supervision; and

(2) to the best of such officer's knowledge, based on
such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year, or, if there has been a
Default in the fulfillment of any such obligation, specifying each
such Default known to such officer and the nature and status thereof.
For purposes of this paragraph, such compliance shall be determined
without regard to any period of grace or requirement of notice
provided under the Indenture.

Section 3.10 Contribution of Assets.

Except as otherwise provided in the related Series Supplement, if an
election has been made or will be made to treat the Trust Estate or any other
assets specified in such election securing the related Series as a REMIC,
following the Closing Date, the Trustee shall not accept any contribution of
additional assets to the Trust Estate or such other assets, unless it has
received a Non-Disqualification Opinion with respect thereto and an opinion of
counsel that the contribution will not result in the imposition of a penalty
tax under the Code on the related REMIC.

Section 3.11 Successor Substituted.

Upon any consolidation or merger in accordance with Section 3.8(g),
the person resulting from or surviving such consolidation or merger (if other
than the Issuer) shall succeed to, and be substituted for, and may exercise
every right and power of the Issuer under the Indenture with the same effect as
if such Person had been named as the Issuer herein. Promptly upon the
occurrence of any such succession, such Person shall give notice thereof to the
Trustee.

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ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture.

Whenever the following conditions shall have been satisfied with
respect to a Series:

(1) either

(A) all Bonds of such Series theretofore
authenticated and delivered (other than (i) Bonds which have
been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 2.8, and (ii) Bonds for whose
payment money has theretofore been deposited in trust and
thereafter repaid to the Issuer, as provided in Section 3.3)
have been delivered to the Trustee for cancellation; or

(B) all Bonds of such Series not theretofore
delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at the
Stated Maturity of the final installment of the
principal thereof within one year, or

(iii) are to be called for redemption
within one year under irrevocable arrangements
satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the
expense, of the Issuer,

and, in the case of any Series in respect of the assets
securing which a REMIC election or elections have been made,
the Issuer has delivered to the Trustee a Non-Disqualification
Opinion relevant to the actions specified in clauses (i), (ii)
or (iii) above, and has deposited or caused to be deposited
with the Trustee, in trust for such purpose, an amount
sufficient to pay and discharge the Aggregate Imputed
Principal Balance at such time of the Bonds of such Series,
together with an amount equal to the aggregate amount of
interest that will have accrued on such Series of Bonds (under
the Maximum Bond Interest Rate Assumption if such Series of
Bonds includes a Class or Classes of Variable Rate Bonds);

(2) the Issuer has paid or caused to be paid all other
sums payable hereunder by the Issuer with respect to such Series; and

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(3) the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for the satisfaction and discharge of this
Indenture with respect to such Series have been complied with;

then, upon Issuer Request, authorized by a Board Resolution, this Indenture and
the related Series Supplement and the lien, rights and interests created hereby
and thereby shall cease to be of further effect with respect to such Series,
and the Trustee and each co-trustee and separate trustee, if any, then acting
as such hereunder shall, at the expense of the Issuer, execute and deliver all
such instruments as may be necessary to acknowledge the satisfaction and
discharge of this Indenture and the related Series Supplement with respect to
such Series and shall pay, or assign or transfer and deliver, all cash,
securities and other property held by it as part of the Trust Estate or other
assets for such Series remaining after satisfaction of the conditions specified
in clauses (1) and (2) above, (x) with respect to each Series of Bonds for
which an election to treat the Trust Estate and any other assets specified in
such election and securing the Bonds as one or more REMICs has not been made
and will not be made, to the Issuer or upon Issuer Order or (y) with respect to
each Series of Bonds for which such an election has been made or will be made,
and upon receipt by the Trustee of a Non-Disqualification Opinion as required
by Section 4.3, as provided in the related Series Supplement.

In the absence of an Issuer Request authorized by a Board Resolution,
the payment of all Outstanding Bonds of all Series shall not render this
Indenture inoperative or prevent the Issuer from issuing additional Series of
Bonds from time to time thereafter as herein provided.

Notwithstanding the satisfaction and discharge of this Indenture with
respect to a Series, the obligations of the Issuer to the Trustee under Section
6.7, the obligations of the Trustee to the Issuer and to the Holders of Bonds
of such Series under Section 3.3, the obligations of the Trustee to the Holders
of Bonds of such Series under Section 4.2, the obligation of the Trustee to
determine and publish notices of the rates to be borne by the Variable Rate
Bonds pursuant to Section 2.3, the provisions of Article II with respect to
lost, stolen, destroyed or mutilated Bonds of such Series, registration of
transfers of Bonds of such Series, and rights to receive payments of principal
of and interest on the Bonds of such Series, and the rights, privileges and
immunities of the Trustee under Article VI shall survive.

Section 4.2 Application of Trust Money.

All money deposited with the Trustee pursuant to Sections 3.3 and 4.1
shall be held in trust and applied by it, in accordance with the provisions of
the Bonds and this Indenture, to the payment, either directly or through any
Paying Agent, as the Trustee may determine, to the Persons entitled thereto, of
the principal and interest for whose payment such money has been deposited with
the Trustee.

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Section 4.3 REMIC Matters.

(a) Each Series Supplement shall contain a statement
specifying whether or not it is intended that one or more REMIC
elections be made in respect of the Trust Estate and other assets
specified in such Series Supplement and securing the Bonds issued
thereby. If an election or elections are made as aforesaid, it is
intended that each REMIC specified in the related Series Supplement
shall constitute, and the affairs thereof shall be conducted so as to
qualify each such REMIC as, a "real estate mortgage investment
conduit" as defined in and in accordance with the REMIC Provisions.
In furtherance of such intention, and with respect to each such REMIC,
the Issuer covenants and agrees that it shall:

(i) prepare and file, or cause to be prepared and
filed, in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit Income Tax Return (Form 1066) and prepare
and file or cause to be prepared and filed with the Internal
Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with
respect to each calendar year as the taxable year and the
accrual method of accounting, containing such information and
at the times and in the manner as may be required by the Code
or state or local tax laws, regulations, or rules, and shall
furnish or cause to be furnished to the related Bondholders
the schedules, statements or information at such times and in
such manner as may be required thereby;

(ii) within thirty days of the Closing Date of
each such Series, shall furnish or cause to be furnished to
the Internal Revenue Service, on Form 8811 or as otherwise may
be required by the Code, the name, title, address, and
telephone number of the person that the holders of the related
Bonds may contact for tax information relating thereto (and
the Issuer shall act as the representative of each relevant
Trust Estate for this purpose), together with such additional
information as may be required by such Form, and shall update
such information at the time or times in the manner required
by the Code;

(iii) make or cause to be made an election on
behalf of such REMIC, to be treated as a REMIC on its federal
tax return for its first taxable year (and, if necessary,
under applicable state law);

(iv) prepare and forward, or cause to be prepared
and forwarded, to the related Bondholders and to the Internal
Revenue Service and, if necessary, state tax authorities, all
information returns or reports, or furnish or cause to be
furnished by telephone, mail, publication or other appropriate
method such information, as and when required to be provided
to them in accordance with the REMIC Provisions, including
without limitation, the calculation of any original issue
discount using the Prepayment Assumption specified in the
related Series Supplement;

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(v) provide information necessary for the
computation of tax imposed on the transfer of a Residual
Interest of each such REMIC (including the information
required by Treasury Regulation 1.860D- 1(b)(5)(ii)) to the
Internal Revenue Service and to a Disqualified Organization,
or an agent (including a broker, nominee or other middleman)
of a Disqualified Organization, or a pass-through entity in
which a Disqualified Organization is the record holder of an
interest and to any other Person specified in Section
860E(e)(3) and (6) of the Code as liable for the tax imposed
under Section 860E(e) of the Code (the reasonable cost of
computing and furnishing such information may be charged to
the Person liable for such tax);

(vi) conduct the affairs of each such REMIC at all
time that any Bonds relative thereto are Outstanding so as to
maintain the status thereof as a REMIC under the REMIC
Provisions;

(vii) not knowingly or intentionally take any
action or omit to take any action that would cause the
termination of the REMIC status of each such REMIC;

(viii) exercise reasonable care not to allow the
creation of any "interests" in each such REMIC within the
meaning of Section 860D(d)(2) of the Code other than as
provided in the related Series Supplement ;

(ix) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning
of Section 860F of the Code in respect of any such REMIC,
unless the Issuer shall have provided a Non-Disqualification
Opinion to the Trustee that such occurrence would not result
in a REMIC Loss in respect of such REMIC;

(x) exercise reasonable care not to allow such
REMIC to receive income from the performance of services or
from assets not permitted under the REMIC Provisions to be
held by a REMIC;

(xi) pay from amounts in the Trust Estate the
amount of any federal or state law, including prohibited
transaction taxes, taxes on certain contributions to such
REMIC after the Startup Day relative thereto, and taxes on net
income from foreclosure property, imposed on such REMIC and as
the same shall be due and payable (but such obligation shall
not prevent the Issuer or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall
not prevent the Issuer from withholding payment of such tax,
if permitted by law, pending the outcome of such proceedings);

(xii) ensure that all federal, state or local
income tax or information returns shall be signed by the
Issuer or such other person as may be required to sign such
returns by the Code or state or local laws, regulations or
rules; and

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(xiii) maintain such records relating to each such
REMIC, including but not limited to the income, expenses,
individual mortgage loans (including mortgaged property)
relative to such REMIC, other assets and liabilities of the
Trust Estate relative to such REMIC, and the fair market value
and adjusted basis of the property of each determined at such
intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns, schedules, statement or
information.

(b) Reserved

(c) The Issuer shall cause the first federal income tax
return of each REMIC relative to a Series of Bonds to include the
information required by Treasury Regulation Section 1.860D-1(d)(2) and
Treasury Regulation Section 1.860F-4(b)(2).

(d) Except as otherwise provided in the related Series
Supplement, where an election has been made or will be made to treat
the Trust Estate or any other assets specified in such election and
securing the Series as one or more REMICs, the termination of each
such REMIC shall be effected by the Issuer pursuant to a Qualified
Liquidation and only after delivery by the Issuer to the Trustee of a
Non-Disqualification Opinion.

Section 4.4 Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money in
accordance with Sections 4.1 and 4.2 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Issuer's
obligations under the Indenture and the Bonds shall be revived and reinstated
as though no deposit had occurred pursuant to Section 4.1 until such time as
the Trustee or such Paying Agent is permitted to apply all such money or
obligations in accordance with Sections 4.1 and 4.2; provided, however, that if
the Issuer has made payment of interest on or principal of any of the Bonds
because of the reinstatement of its obligations, the Issuer shall be subrogated
to the Holders of the Bonds to receive such payment from the money or
obligations held by the Trustee or such Paying Agent.

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ARTICLE V

DEFAULTS AND REMEDIES

Section 5.1 Event of Default.

(A) "Event of Default", wherever used herein, means, with respect
to a Series of Bonds issued hereunder, except to the extent specified otherwise
in the related Series Supplement for such Series of Bonds, 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):

(1) if the Issuer shall

(A) subject to clause 5.1(B) hereof, default in
the payment when and as due of any installment of principal of
or interest on any Bond of such Series, or

(B) default in the payment of the Redemption
Price of any Bond of such Series which has been called for
redemption pursuant to Article X,

and, except in the case of any such default in the payment of
principal, such default or failure shall continue for a period of five
days;

(2) if the Issuer shall breach or default in the due
observance of any one or more of the covenants set forth in clauses
(a), (c)(ii), (f) or (g) of Section 3.8;

(3) Reserved

(4) Reserved

(5) the entry of a decree or order for relief by a court
having jurisdiction in respect of the Issuer in an involuntary case
under the federal bankruptcy laws, as now or hereafter in effect, or
any other present or future federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer or of
any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer and the continuance of any
such decree or order unstayed and in effect for a period of 60
consecutive days; or

(6) the commencement by the Issuer of a voluntary case
under the federal bankruptcy laws, as now or hereafter in effect, or
any other present or future federal or state bankruptcy, insolvency or
similar law, or the consent by the Issuer to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other

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similar official of the Issuer or of any substantial part of its
property or the making by the Issuer of an assignment for the benefit
of creditors or the failure by the Issuer generally to pay its debts
as such debts become due or the taking of corporate action by the
Issuer in furtherance of any of the foregoing.

(B) Neither (a) the allocation of Realized Losses to any Class of
Bonds of a Series, nor (b) the reduction of the Imputed Principal Balance of
any Bond of any Class of a Series by reason of the application of a Junior Bond
Write Down Amount, nor (c) the failure to pay the full amount of any principal
entitlement or any Accrued Bond Interest or any Unpaid Interest on any Class of
Bonds of a Series by reason of the insufficiency of Available Funds on a
Payment Date and the order of allocation of payments from Available Funds
specified in the related Series Supplement, shall constitute an Event of
Default under this Indenture or any Series Supplement, it being expressly
agreed and understood that the Issuer's obligation to make payment on the Bonds
of any Series on any Payment Date constitutes an obligation to pay an aggregate
amount equal to the Available Funds on such Payment Date.

(C) Payments on the Bonds of any Series shall be made on each
Payment Date from Available Funds subject to and in accordance with the order
of priority of payments specified in the related Series Supplement. No
recourse shall be had to the Issuer or any of its assets, other than the Trust
Estate securing the related Series, in the event of (a) a failure by any Holder
of a Bond of any Series to recover by the Stated Maturity thereof or at all the
Current Principal Amount of such Bond by reason of the incurrence of
delinquencies or Realized Losses on the mortgage loans evidenced by the
Conventional Certificates securing such Series or by the application to such
Bond of any portion of a Junior Bond Write Down Amount, or (b) a failure by any
Holder of a Bond of any Series to recover the full amount of any Accrued Bond
Interest or Unpaid Interest thereon by reason of the insufficiency of Available
Funds on any Payment Date and the order of allocation of payments from
Available Funds specified in the related Series Supplement.

Section 5.2 Acceleration of Maturity; Rescission and Annulment.

(A) Except to the extent specified otherwise in the Series
Supplement relating to any Series of Bonds, if an Event of Default occurs and
is continuing with respect to a Series, then and in every such case the Holders
of Senior Bonds representing not less than 100% of the Aggregate Current
Principal Amount of the Outstanding Senior Bonds of that Series may declare all
the Bonds of that Series to be immediately due and payable, by a notice in
writing to the Issuer and the Trustee, and upon any such declaration of such
Bonds, an amount equal to (i) the Aggregate Imputed Principal Balance of the
Bonds of such Series at the time of such declaration; (ii) the aggregate of (x)
Accrued Bond Interest on each Class of Bonds of such Series that is due and
unpaid as of the Interest Payment Date most recently preceding such
declaration, and (y) any Unpaid Interest outstanding as of the date of such
declaration, and (iii) an amount equal to the excess of (x) the Aggregate
Current Principal Amount of such Bonds of such Series over (y) the Aggregate
Imputed Principal Balance of the Bonds of such Series, calculated at the time
of such declaration, shall, subject to Section 5.3 hereof, become immediately
due and payable.

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(B) Except to the extent specified otherwise in the Series
Supplement relating to any Series of Bonds, the Holders of Junior Bonds of such
Series shall have no right to exercise the rights referred to in clause (A)
above until the Class Imputed Principal Balance of each Class of the Senior
Bonds of such Series has been reduced to zero. If any date on or after the
date on which the Class Imputed Principal Balance of each Class of the Senior
Bonds of a Series has been reduced to zero, an Event of Default occurs and is
continuing with respect to such Series, then and in every such case the Holders
of the Highest Priority Junior Class of such Series representing not less than
66 2/3% of the Aggregate Current Principal Amount of such Class may declare all
the Bonds of that Series to be immediately due and payable, by notice in
writing to the Issuer and the Trustee, in which event the outstanding Bonds of
such Series shall be accelerated in the same manner and with the same effect as
provided in clause (A) above.

(C) Except to the extent specified otherwise in the Series
Supplement relating to any Series of Bonds, at any time after such a
declaration of acceleration of maturity of the Bonds of a Series has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of Bonds
representing 100% of the Aggregate Current Principal Amount of the Outstanding
Senior Bonds of such Series (if such declaration is made pursuant to clause (A)
above), or the Holders of the Highest Priority Junior Class of such Series
representing not less than 66 2/3% of such Class (if such declaration is made
pursuant to clause (B) above), by written notice to the Issuer and the Trustee,
may rescind and annul such declaration and its consequences if

(1) the Issuer delivered or caused to be delivered to the
Trustee a Non-Disqualification Opinion regarding the actions described
in this subsection, if one or more REMIC elections has or have been
made in respect of the assets securing the Series, and the Issuer has
paid or deposited with the Trustee a sum sufficient to pay

(i) all payments of principal of, and interest
on, all Bonds of that Series and all other amounts which would
then be due hereunder or upon such Bonds if the Event of
Default giving rise to such acceleration had not occurred; and

(ii) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel; and

(2) all Events of Default in respect to such Series,
other than the nonpayment of the principal of Bonds of that Series
which have become due solely by such acceleration, have been cured or
waived as provided in Section 5.14.

No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

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Section 5.3 Proceedings.

Subject to the provisions of Section 3.1 and the following sentence,
if an Event of Default occurs and is continuing with respect to a Series, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Bondholders by such appropriate Proceedings as the 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 enforce any other proper
remedy. Any proceedings brought by the Trustee on behalf of the Bondholders or
any Bondholder against the Issuer shall be limited to the preservation,
enforcement and foreclosure of the liens, assignments, rights and security
interests under the Indenture and no attachment, execution or other unit or
process shall be sought, issued or levied upon any assets, properties or funds
of the Issuer, other than the Trust Estate relative to the Series of Bonds in
respect of which such Event of Default has occurred. If there is a foreclosure
of any such liens, assignments, rights and security interests under this
Indenture, by private power of sale or otherwise, no judgment for any
deficiency upon the indebtedness represented by the Bonds may be sought or
obtained by the Trustee or any Bondholder against the Issuer.

Section 5.4 Remedies.

If an Event of Default shall have occurred and be continuing in
respect to a Series of Bonds and the Bonds of such Series have been declared
due and payable and such declaration and its consequences have not been
rescinded and annulled, the Trustee may do one or more of the following:

(a) institute Proceedings for the collection of all
amounts then payable on the Bonds of that Series, or under this
Indenture in respect to that Series of Bonds, whether by declaration
or otherwise, enforce any judgment obtained and collect from the
Issuer (other than from the Trust Estate or other assets securing any
other Series of Bonds) moneys adjudged due;

(b) in accordance with Section 5.17, sell the Trust
Estate and other assets, if any, securing the Bonds of that Series 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;

(c) institute Proceedings from time to time for the
complete or partial foreclosure of this Indenture with respect to the
Trust Estate securing the Bonds of that Series; and

(d) 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 Trustee or the
Holders of the Bonds hereunder, including, without limitation, any
action specified in the Series Supplement for any Series of Bonds.

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Section 5.5 [Reserved].

Section 5.6 Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, composition or other judicial
Proceeding relative to the Issuer or any other obligor upon any of the Bonds or
the property of the Issuer or of such other obligor or their creditors, the
Trustee (irrespective of whether the Bonds of any Series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Issuer for the payment of
any overdue principal or interest) shall be entitled and empowered, by
intervention in such Proceeding or otherwise, to

(i) file and prove a claim for the whole amount of
principal and interest owing and unpaid in respect of the Bonds of
each Series issued hereunder and to file such other papers or
documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Bondholders allowed in such Proceeding, and

(ii) collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same,

and any receiver, assignee, trustee, liquidator, or sequestrator (or other
similar official) in any such Proceeding is hereby authorized by each
Bondholder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Bondholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Bondholder any plan
of reorganization, arrangement, adjustment, or composition affecting any of the
Bonds or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Bondholder in any such Proceeding.

Section 5.7 Trustee May Enforce Claims without Possession of
Bonds.

All rights of action and claims under this Indenture or any of the
Bonds may be prosecuted and enforced by the Trustee without the possession of
any of the Bonds or the production thereof in any Proceeding relating thereto,
and any such Proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be, in
accordance with Section 5.8, for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel
and, except to the extent specified

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otherwise in the Series Supplement for any Series of Bonds, for the ratable
benefit of the Holders of the Bonds of the Series in respect of which such
judgment has been recovered.

Section 5.8 Application of Money Collected.

If the Bonds of a Series have been declared due and payable following
an Event of Default and such declaration and its consequences have not been
rescinded and annulled, any money collected by the Trustee with respect to such
Series of Bonds pursuant to this Article or otherwise and any monies that may
then be held or thereafter received by the Trustee with respect to such Series
of Bonds shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of the entire amount due on
account of principal of, and interest on, such Bonds, upon presentation and
surrender thereof:

First: To the payment of all amounts due the Trustee under
Section 6.7;

Second: Except to the extent specified otherwise in the Series
Supplement for any Series of Bonds, to the payment of amounts then due
and unpaid upon the Outstanding Bonds of such Series for:

(a) the aggregate of the Accrued Bond Interest on
each Class of Bonds Outstanding that is due and unpaid as of
the Interest Payment Date most recently preceding date of any
declaration made pursuant to Section 5.2(A), together with any
Unpaid Interest outstanding as of such date of declaration,
such amount to be paid ratably among the Bonds of such Series
without preference or priority of any kind

(b) interest on the Class Imputed Principal
Balance of each Class of Bonds (including interest on any
Class of Compound Interest Bonds) of such Series then
Outstanding at the Bond Interest Rate applicable thereto, for
the period from the end of the Interest Accrual Period with
respect to the Interest Payment Date most recently preceding
the date of any declaration made pursuant to Section 5.2(A),
to the date specified for such Class in the related Series
Supplement, (less such Class' share of the Net Interest
Shortfalls and the interest portion of any Realized Losses
incurred during the aforesaid accrual period on the mortgage
loans underlying the Conventional Certificates securing such
Series), such amount to be paid ratably among the Bonds of
such Series, without preference or priority of any kind;

Third: Except to the extent specified otherwise in the Series
Supplement for any Series of Bonds, to the payment of the Aggregate
Imputed Principal Balance of the Bonds of such Series, the Imputed
Principal Balance of each Bond of such Series ratably, without
preference or priority of any kind;

Fourth: Except to the extent specified in the Series
Supplement for any Series of Bonds, to the payment of the excess of
(a) the Aggregate Current Principal Amount of the Bonds of such Series
over (b) the Aggregate Imputed Principal Balance of such Bonds, each

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such Bond's respective share of such excess amount, ratably, without
preference or priority of any kind; and

Fifth: Except as otherwise provided in the related Series
Supplement, to the payment of the remainder, if any, (i) to the Issuer
or any other Person legally entitled thereto if one or more REMIC
elections has or have not been made in respect of the assets securing
the Bonds of such Series or (ii) if such an election or elections has
or have been or will be made, to the Residual Interest in the REMIC
that includes such assets, as stipulated in the related Series
Supplement.

Section 5.9 Limitation on Suits.

No Holder of a Bond of any Series shall have any right to institute
any Proceedings, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

(1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to such
Series;

(2) (a) all of the Holders of the Classes of Senior Bonds
of such Series having Class Imputed Principal Balances greater than
zero or (b) in the event that no Class of Senior Bonds of such Series
has a Class Imputed Principal Balance greater than zero, the Holders
of the Highest Priority Junior Class of such Series representing not
less than 66 2/3% of the Aggregate Current Principal Amount of such
Class shall have made written request to the Trustee to institute
Proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such Proceeding; and

(5) no direction inconsistent with such written requests
has been given to the Trustee during such 60-day period by (a) any
Holder of a Class of Senior Bonds of such Series having Class Imputed
Principal Balances greater than zero or (b) in the event that no Class
of Senior Bonds of such Series has a Class Imputed Principal Balance
greater than zero, any Holder of the Highest Priority Junior Class of
such Series;

it being understood and intended that no one or more Holders of Bonds 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 Bonds 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

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herein provided and for the equal and ratable benefit of all the Holders of
Bonds of the same Series, except to the extent specified otherwise in the
Series Supplement for any Series.

Section 5.10 Restoration of Rights and Remedies.

If the Trustee or any Bondholder 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 Trustee or to such Bondholder, then and in every such case the Issuer, the
Trustee and the Bondholders 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 Trustee and the
Bondholders shall continue as though no such Proceeding had been instituted.

Section 5.11 Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee or
to the Bondholders 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 5.12 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Bond 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 or by law
to the Trustee or to the Bondholders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Bondholders, as the
case may be.

Section 5.13 Control by Bondholders.

If an Event of Default is declared by or at the direction of the
Holders of Senior Bonds of a Series pursuant to Section 5.2(A) above, the
Holders of Bonds representing more than 50% of the Aggregate Current Principal
Amount of the Outstanding Senior Bonds of such Series shall have the right to
direct the time, method and place of conducting any Proceeding for any remedy
available to the Trustee with respect to such Series or exercising any trust or
power conferred on the Trustee with respect to such Series. If an Event of
Default is declared by or at the direction of the Holders of the Highest
Priority Junior Class of a Series pursuant to Section 5.2(B) above (and subject
to the conditions therein contained), the Holders of the Highest Priority
Junior Class of such Series representing more than 50% of the Aggregate Current
Principal Amount of such Class shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Trustee
with respect to such Series or exercising any trust or power conferred on the
Trustee.

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Any direction given by the Holders of Senior Bonds or Junior Bonds pursuant to
this Section 5.13 shall be subject to the following conditions:

(1) such direction shall not be in conflict with any rule
of law or with this Indenture,

(2) any direction to the Trustee to undertake a Sale of a
Trust Estate shall be by the Holders of Bonds secured thereby
representing the percentage of the Aggregate Current Principal Amount
of the Outstanding Bonds specified in Section 5.17(b)(1), unless
Section 5.17(b)(2) is applicable, or except to the extent specified
otherwise in the Series Supplement for any Series of Bonds,

(3) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction;
provided, however, that, subject to Section 6.1, the Trustee need not
take any action which it determines might involve it in liability or
be unjustly prejudicial to the Bondholders not consenting.

Section 5.14 Waiver of Past Defaults.

(a) Except to the extent specified otherwise in the Series
Supplement for any Series of Bonds, the Holders of Bonds representing 100% of
the Aggregate Current Principal Amount of the Outstanding Senior Bonds of a
Series may on behalf of the Holders of all the Bonds of such Series waive any
past Default hereunder with respect to such Series and its consequences, except
a Default in the payment of any installment of principal of, or interest on,
any Bond of that Series.

Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

(b) Except to the extent specified otherwise in the Series
Supplement for any Series of Bonds, the Holders of the Highest Priority Junior
Class of such Series representing not less than 66 2/3% of the Aggregate
Current Principal Amount of such Class may on behalf of all the Junior Bonds of
such Series waive any past Default hereunder in respect of which such Holders
would have been entitled to exercise their rights pursuant to Section 5.2(B),
and may waive the consequences of such Default, except, in either case, a
Default

(1) in the payment of any installment of principal of, or
interest on, any Bond of that Series, or

(2) in respect of a covenant or provision hereof which
under Section 9.2 cannot be modified or amended without the consent of
each Outstanding Junior Bond affected.

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Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 5.15 Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Bond by
his 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 Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, except to the extent specified otherwise in the Series Supplement
relating to any Series of Bonds, to any suit instituted by any Bondholder, or
group of Bondholders, holding in the aggregate Bonds representing more than 10%
of the Aggregate Current Principal Amount of the Outstanding Bonds of a Series,
or to any suit instituted by any Bondholder for the enforcement of the payment
of any installment of interest on any Bond on or after the Stated Maturity
thereof expressed in such Bond or for the enforcement of the payment of the
entire remaining unpaid principal amount of any Bond on or after the Stated
Maturity of the final installment of the principal thereof (or, in the case of
any Bond called for redemption, on or after the applicable Redemption Date).

Section 5.16 Waiver of Stay or Extension Laws.

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

Section 5.17 Sale of Trust Estate.

(a) The power to effect any sale (a "Sale") of any
portion of a Trust Estate pursuant to Section 5.4 shall not be
exhausted by any one or more Sales as to any portion of such Trust
Estate remaining unsold, but shall continue unimpaired until the
entire such Trust Estate shall have been sold or all amounts payable
on the Bonds of the Series secured thereby and under this Indenture
with respect thereto shall have been paid. The Trustee may from time
to time postpone any public Sale by public announcement made at the
time and place of such Sale. The Trustee hereby expressly waives its
right to any amount fixed by law as compensation for any Sale.

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(b) To the extent permitted by law, and except as
specified otherwise in the Series Supplement for any Series of Bonds,
the Trustee shall not in any private Sale sell or otherwise dispose of
the Trust Estate, or any portion thereof, securing a Series of Bonds
which has been declared due and payable unless

(1) if such Sale is effected consequent on a
declaration made by the Holders of Senior Bonds of a Series
pursuant to Section 5.2(A), the Holders of all Outstanding
Senior Bonds of such Series consent to, or direct the Trustee
to make, such Sale, or, if such Sale is effected consequent on
a declaration made by the Holders of the Highest Priority
Junior Class of such Series representing not less than 66 2/3%
of the Aggregate Current Principal of such Class pursuant to
Section 5.2(B), the Holders of the Highest Priority Junior
Class of such Series representing not less than 66 2/3% of the
Aggregate Current Principal of such Class consent to, or
direct the Trustee to make, such a Sale, or

(2) the proceeds of such Sale would be not less
than the entire amount which would be distributable to the
Holders of the Senior Bonds or the Junior Bonds, as the case
may be, of such Series, in full payment thereof in accordance
with Section 5.8.

The foregoing provisions shall not preclude or limit the ability of
the Trustee to purchase all or any portion of the Trust Estate at a
private Sale, provided that, unless otherwise specified in the related
Series Supplement, in no event (except as may be compelled or required
by applicable law or court order in which case the provisions of
Section 4.3 shall apply if appropriate) shall the Trustee purchase or
sell the Trust Estate or any portion thereof (if an election or
elections has or have been made or will be made to treat the Trust
Estate or such other assets specified in such election securing the
Series as a REMIC) unless it either (i) has received a
Non-Disqualification Opinion, or (ii) the proceeds of such Sale net of
any tax on "prohibited transactions" as defined in Section 860F of the
Code that is payable from the Trust Estate would be not less than the
entire amount that would be distributable to the Holders of the Bonds,
in full payment thereof in accordance with Section 5.8, and such sale
meets the requirements of Section 4.3.

(c) Except as otherwise provided in the related Series
Supplement, unless the Holders of all Outstanding Bonds have otherwise
consented or directed the Trustee, at any public Sale of all or any
portion of a Trust Estate at which a minimum bid equal to or greater
than the amount described in paragraph (2) of subsection (b) of this
Section 5.17 and the amount of any tax on "prohibited transactions" as
defined in Section 860F of the Code that would be payable from the
Trust Estate if an election or elections has or have been made or
will be made to treat the Trust Estate or such other assets specified
in such election securing the Series as a REMIC, has not been
established by the Trustee and no Person bids an amount equal to or
greater than such amount, the Trustee shall bid an amount at least
$1.00 more than the highest other bid.

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(d) In connection with a Sale of all or any portion of a
Trust Estate

(1) any Holder or Holders of Bonds of the Series
secured thereby may bid for and purchase the property offered
for Sale, and upon compliance with the terms of such Sale may
hold, retain and possess and dispose of such property, without
further accountability, and may, in paying the purchase money
therefor, deliver any Outstanding Bonds of such Series 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 Bonds, 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; for the
purposes of this clause (1), the principal amount of
indebtedness of the Issuer evidenced by any Outstanding Bond
delivered in lieu of cash shall be the Imputed Principal
Balance of such Bond.

(2) the Trustee may bid for and acquire the
property offered for Sale in connection with any public Sale
thereof, 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 Bonds of the Series
secured thereby as a result of such Sale in accordance with
Section 5.8 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 Bonds of such Series
in order to complete any such Sale or in order for the net
Sale price to be credited against such Bonds, and any property
so acquired by the Trustee shall be held and dealt with by it
in accordance with the provisions of this Indenture;

(3) the Trustee shall execute and deliver an
appropriate instrument of conveyance transferring its interest
in any portion of such Trust Estate in connection with a Sale
thereof;

(4) the Trustee is hereby irrevocably appointed
the agent and attorney-in-fact of the Issuer to transfer and
convey its interest in any portion of such 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 Trustee's authority, inquire
into the satisfaction of any conditions precedent or see to
the application of any moneys.

(e) Notwithstanding anything in this Indenture to the
contrary, if an Event of Default specified in Section 5.1(A)(1) is the
Event of Default, or one of the Events of Default, on the basis of
which the Bonds of a Series have been declared due and payable, then
the Trustee may, in its sole discretion, sell the Trust Estate
securing such Series without

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compliance with this Section 5.17, but except as otherwise provided in
the related Series Supplement, subject to and in compliance with
Section 4.3.

Section 5.18 Action on Bonds.

The Trustee's right to seek and recover judgment on a Series of Bonds
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 Trustee or
the Holders of Bonds of any Series shall be impaired by the recovery of any
judgment by the Trustee against the Issuer or by the levy of any execution
under such judgment upon any portion of the Trust Estate securing such Series.

Section 5.19 No Recourse to Other Trust Estates or Other Assets of
the Issuer.

Except to the extent provided otherwise in the related Series
Supplement, the Trust Estate Granted to the Trustee as security for a
particular Series will serve as security only for that Series. Except to the
extent provided otherwise in the related Series Supplement, Holders of Bonds of
one Series shall have no recourse against the Trust Estate Granted to the
Trustee as security for any other Series, and no judgment against the Issuer
for any amount due with respect to one Series of Bonds may be enforced against
either the Trust Estate securing any other Series or any other assets of the
Issuer, nor may any prejudgment lien or other attachment be sought against any
such other Trust Estate or any other assets of the Issuer.

Section 5.20 Application of the TIA.

(a) Pursuant to Section 3.16(a) of the TIA, all
provisions automatically provided for in Section 3.16(a) are hereby
expressly excluded.

(b) Section 3.16(b) of the TIA requires the following
provision to be included herein:

Notwithstanding any other provision of the indenture
to be qualified, the right of any holder of any indenture
security to receive payment of the principal of and interest
on such indenture security, on or after the respective due
dates expressed in such indenture security, or to institute
suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without
the consent of such holder, except as to a postponement of an
interest payment consented to as provided in paragraph (2) of
subsection (a), and except that such indenture may contain
provisions limiting or denying the right of any such holder to
institute any such suit, if and to the extent that the
institution or prosecution thereof or the entry of judgment
therein would, under applicable law, result in the surrender,
impairment, waiver, or loss of the lien of such indenture upon
any property subject to such lien.

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ARTICLE VI

THE TRUSTEE

Section 6.1 Duties of Trustee.

(a) The Trustee shall be subject to TIA Section 315(c).

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only those duties
that are specifically set forth in this Indenture and no
others and no implied covenants or obligations of the Trustee
shall be read into this Indenture.

(2) In the absence of bad faith on its part, the
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
Trustee and conforming to the requirements of this Indenture.
The Trustee shall, however, examine such certificates and
opinions to determine whether they conform to the requirements
of this Indenture.

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

(1) This paragraph does not limit the effect of
subsection (b) of this Section.

(2) The Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts.

(3) The 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 pursuant to Section
5.4 or Section 5.17.

(d) For all other purposes under this Indenture, the
Trustee shall not be deemed to have notice of any Event of Default
described in Section 5.1(A)(2), 5.1(A)(5) or 5.1(A)(6) or any default
(other than a default in payment to the Trustee) under any Pooling and
Administration Agreement or any Guaranty Agreement unless a
Responsible Officer assigned to and working in the Trustee's corporate
trust department has actual knowledge thereof or unless written notice
of any event which is in fact such an Event of Default or Default is
received by the Trustee at the Corporate Trust Office, and such notice
references the Bonds generally, the Bonds of any Series, the Issuer,
any Trust Estate or this Indenture.

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(e) No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any
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 for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably
assured to it; provided, however, that the Trustee shall not refuse or
fail to perform any of its duties hereunder solely as a result of
nonpayment of its normal fees and expenses and further provided that
nothing in this Section 6.1(e) shall be construed to limit the
exercise by the Trustee of any right or remedy permitted under this
Indenture or otherwise in the event of the Issuer's failure to pay the
Trustee's fees and expenses pursuant to Section 6.7. In determining
that such repayment or indemnity is not reasonably assured to it, the
Trustee must consider not only the likelihood of repayment or
indemnity by or on behalf of the Issuer but also the likelihood of
repayment or indemnity from amounts payable to it from the applicable
Trust Estate pursuant to Sections 6.7 and 8.2(d).

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

(g) Notwithstanding any extinguishment of all right,
title and interest of the Issuer in and to the Trust Estate following
an Event of Default and a consequent declaration of acceleration of
the Maturity of the Bonds, whether such extinguishment occurs through
a Sale of the Trust Estate to another Person, the acquisition of the
Trust Estate by the Trustee or otherwise, the rights, powers and
duties of the Trustee with respect to the Trust Estate (or the
proceeds thereof) and the Holders of the Bonds and the rights of the
Bondholders shall, to the extent permitted by law, continue to be
governed by the terms of this Indenture.

Section 6.2 Notice of Default.

Within 90 days after the occurrence of any Default known to the
Trustee, the Trustee shall transmit by mail to all Holders of Bonds of each
Series as to which such Default has occurred notice of each such Default,
unless such Default shall have been cured or waived, provided, however, that
except in the case of a Default of the type described in Section 5.1(A)(1), the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the Bonds of
the Series affected by such Default.

Section 6.3 Rights of Trustee.

(a) The Trustee may rely on any document believed by it
to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in
the document.

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(b) Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel. The
Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officers' Certificate or Opinion of
Counsel.

(c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed
with due care.

(d) The 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.

Section 6.4 Not Responsible for Recitals or Issuance of Bonds.

The recitals contained herein and in the Bonds, except the
certificates of authentication on the Bonds, shall be taken as the statements
of the Issuer, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations with respect to any Trust Estate or as to
the validity or sufficiency of this Indenture or of the Bonds. The Trustee
shall not be accountable for the use or application by the Issuer of Bonds or
the proceeds thereof or any money paid to the Issuer or upon Issuer Order
pursuant to the provisions hereof.

Section 6.5 May Hold Bonds.

The Trustee, any Agent, or any other agent of the Issuer, in its
individual or any other capacity, may become the owner or pledgee of Bonds and,
subject to Sections 6.8 and 6.13, may otherwise deal with the Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not
Trustee, Agent, or such other agent.

Section 6.6 Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by this Indenture or by law, but
shall be accounted for separately for each Series. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed with the Issuer and except to the extent of income or other
gain on investments which are obligations of the Trustee, in its commercial
capacity, and income or other gain actually received by the Trustee on
investments, which are obligations of others.

Section 6.7 Compensation and Reimbursement.

(a) The Issuer agrees

(1) subject to any separate written agreement with the
Trustee, to pay the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);

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(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee and its agents for, and to
hold them harmless against, any loss, liability or expense incurred
without negligence or bad faith on their part, arising out of, or in
connection with, the acceptance or administration of this trust,
including the costs and expenses of defending themselves against any
claim in connection with the exercise or performance of any of their
powers or duties hereunder, provided that:

(i) with respect to any such claim, the Trustee
shall have given the Issuer written notice thereof promptly
after the Trustee shall have knowledge thereof;

(ii) while maintaining absolute control over its
own defense, the Trustee shall cooperate and consult fully
with the Issuer in preparing such defense; and

(iii) notwithstanding anything to the contrary in
this Section 6.7(a)(3), the Issuer shall not be liable for
settlement of any such claim by the Trustee entered into
without the prior consent of the Issuer.

Subject to Section 6.10, the Trustee agrees to fully perform its
duties under this Indenture notwithstanding any failure on the part of the
Issuer to make any payments, reimbursements or indemnifications to the Trustee
pursuant to this Section 6.7.

(b) The Issuer may remit payment for such fees and expenses to the
Trustee or, in the absence thereof, the Trustee may reimburse itself from time
to time pursuant to Section 8.2(d) hereof for payments of its fees and expenses
hereunder from moneys on deposit in the Collection Account.

(c) Notwithstanding the provisions of Section 6.1(e) and
6.7(a)(1), (2) and (3) hereof, the fees, expenses, disbursements and advances
payable to the Trustee pursuant to Section 6.7(a)(1) and (2) and any indemnity
payments due to the Trustee pursuant to Section 6.7(a)(3) shall not in the
aggregate on any Payment Date exceed the Expense Reserve Amount, if any;
provided, however, that the Trustee shall advance any amounts in excess thereof
due under this Section 6.7.

(d) If the Bonds have been declared due and payable following an
Event of Default pursuant to Section 5.2, which acceleration of Maturity and
its consequences have not been rescinded and annulled and moneys collected by
the Trustee are being applied in accordance with Section 5.8 as may be amended
by any Series Supplement, expenses, disbursements and advances due the Trustee
under 6.7(a)(2) and indemnity payments due to the Trustee under Section
6.7(a)(3) hereof shall no longer be subject to the provisions of Section
6.7(c).

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(e) As security for the payment obligations of the Issuer pursuant
to the foregoing provisions of this Section 6.7, the Issuer hereby Grants to
the Trustee a lien ranking at all times senior to the lien of the Bonds with
respect to which any claim of the Trustee under this Section arose and senior
to all other liens, if any, upon all property and funds held or collected as
part of the Trust Estate for such Bonds by the Trustee in its capacity as such.
The Trustee shall not (i) exercise or enforce such senior lien in any manner,
or (ii) institute any Proceeding against the Issuer for any payments,
reimbursements, or indemnifications to the Trustee or to enforce such lien, in
either case unless (i) the Bonds have been declared due and payable following
an Event of Default pursuant to Section 5.2, (ii) such acceleration of Maturity
and its consequences have not been rescinded and annulled, and (iii) moneys
collected by the Trustee are being applied in accordance with Section 5.8, as
may be amended by any Series Supplement.

(f) Subject to the last sentence of Section 6.7(e), nothing in
this Section 6.7 shall be construed to limit (except as otherwise expressly
provided in subsection (e) of this Section 6.7) the exercise by the Trustee of
any right or remedy permitted under the Indenture or otherwise in the event of
the Issuer's failure to pay the amounts due the Trustee pursuant to this
Section 6.7.

Section 6.8 Disqualification; Conflicting Interests.

In addition to the conflicting interests specified in TIA Section
310(b), the Trustee shall be deemed to have a conflicting interest under said
Section 310(b) upon the occurrence of a default, if by reason of supplements
or amendments to this Indenture as originally executed there shall be created
covenants, restrictions, conditions or additional events of default which

(1) unless otherwise provided in the related Series
Supplement, would give the Holders of Bonds of any Series any rights
with respect to the Trust Estate or any other property held by the
Trustee for the benefit of Holders of Bonds of any other Series with
respect to which it is also serving as Trustee, or

(2) is sufficiently likely to involve a material conflict
of interest between Series of Bonds that it is advisable in the public
interest or for the protection of Holders of Bonds of any Series that
the Trustee disqualify itself from acting as such with respect to one
or more applicable Series of Bonds.

Section 6.9 Eligibility; Trustee's Capital and Surplus.

The Trustee shall at all times meet the then current capital and
surplus requirements of the TIA and shall have a combined capital and surplus
of at least $50,000,000 or be a member or subsidiary of a bank holding system,
the aggregate combined capital and surplus of which is at least $50,000,000.
If the Trustee or the members of the bank holding company system of which it is
a part publish annual reports of condition of the type described in TIA Section
310(a)(2), its (or such bank holding company system's) combined capital and
surplus for purposes of TIA Section 310(a)(2) shall be as set forth in the
latest such report or reports. If at any time the Trustee shall cease to be
eligible

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in accordance with the provisions of TIA Section 310(a)(2), it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 6.10 Resignation and Removal; Appointment of Successor.

(a) Subject to the provisions of the Series Supplement
with respect to any Series of Bonds, the Trustee may resign at any
time with respect to the Bonds of one or more Series (or for fewer
than all Classes within any such Series) by giving written notice
thereof to the Issuer. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

(b) The Trustee may be removed at any time with respect
to any Series, or any Class within any Series, by Act of the Holders
representing more than 50% of the Aggregate Current Principal Amount
of the Outstanding Bonds of that Series, delivered to the Trustee and
to the Issuer.

(1) the Trustee shall have a conflicting interest
under Section 6.8 and TIA Section 310(b) and shall fail to
resign or eliminate such conflicting interest in accordance
with TIA Section 310(b) after written request therefor by the
Issuer or by any Bondholder, or

(2) the Trustee shall cease to be eligible under
Section 6.9 or shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, (i) the Issuer by a Board Resolution may
remove the Trustee, and the Issuer shall join with the Trustee in the
execution, delivery and performance of all instruments and agreements
necessary or proper to appoint a successor Trustee and to vest in such
successor Trustee any property, title, right or power deemed necessary
or desirable, subject to the other provisions of this Indenture;
provided, however, if the Issuer does not join in such appointment
within fifteen (15) days after the receipt by it of a request to do
so, or in case an event of default has occurred and is continuing, the
Trustee may petition a court of competent jurisdiction to make such
appointment, or (ii) subject to Section 5.15, and, in the case of a
conflicting interest as described in clause (1) above, unless the
Trustee's duty to resign has been stayed as provided in TIA Section
310(b), any Bondholder who has been a bona fide Holder of a Bond for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

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(d) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the
Trustee with respect to the Bonds of one or more Series, or any Class
within such Series, for any cause, the Issuer by a Board Resolution
shall promptly appoint a successor Trustee with respect to such Series
or such Class. If within one year after such resignation, removal or
incapability or the occurrence of such vacancy a successor Trustee
with respect to any Series shall be appointed by Act of the Holders of
Bonds representing more than 50% of the Aggregate Current Principal
Amount of the Outstanding Bonds of that Series delivered to the Issuer
and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the
Issuer. If no successor Trustee shall have been so appointed by the
Issuer or Bondholders and shall have accepted appointment in the
manner hereinafter provided, any Bondholder who has been a bona fide
Holder of a Bond for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

(e) The Issuer shall give or shall cause to be given
notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee to the Holders of Bonds of each
Series affected thereby. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

Section 6.11 Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Issuer and the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee. Notwithstanding the foregoing, on request of
the Issuer or the successor Trustee, such retiring Trustee shall, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee (provided, however, that if the
retiring Trustee has been removed or has resigned, pursuant to Section 6.10,
with respect to less than all Series for which it is Trustee, or for less than
all Classes within any such Series, then such transfer shall be limited to its
rights and powers with respect to each Series or Class with respect to which it
has resigned or been removed), and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder (provided, however, that if the retiring Trustee has been removed or
has resigned, pursuant to Section 6.10, with respect to less than all Series
for which it is Trustee, or for less than all Classes within any such Series,
then such assignment, transfer and delivery by the retiring Trustee shall be
limited to the property and money held by it for the benefit of the Holders of
Bonds of the Series or Class with respect to which it has resigned or been
removed); provided, however, that the execution and delivery of any such
instruments by the retiring Trustee and the succession of a new Trustee shall
not in any way (i) impair or release the liens of the retiring Trustee provided
for in Section 6.7, (ii) constitute a waiver of any charges due the retiring
Trustee under the Indenture, or (iii) constitute a waiver of any right of the
retiring Trustee to institute proceedings to enforce any rights or remedies
available to the

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retiring Trustee pursuant to this Indenture. Upon request of any such successor
Trustee, the Issuer shall execute and deliver any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Bonds have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Bonds so authenticated with the same effect as
if such successor Trustee had authenticated such Bonds.

Section 6.13 Preferential Collection of Claims Against Issuer .

The Trustee, and any co-trustee or separate trustee authorized in
Section 6.14, shall be subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b), and a Trustee, co-trustee or separate
trustee who has resigned or been removed shall be subject to TIA Section 311(a)
to the extent indicated.

Section 6.14 Co-trustees and Separate Trustees.

At any time or times, for the purpose of meeting the legal
requirements of the TIA or of any jurisdiction in which any of a Trust Estate
may at the time be located, or the requirements of the Series Supplement with
respect to any Series of Bonds, the Issuer and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of
Bonds representing more than 50% of the Aggregate Current Principal Amount of
the Outstanding Bonds of the Series or Class, as the case may be, secured by
the Trust Estate with respect to which a co-trustee or separate trustee is
being appointed, the Issuer shall for such purpose join with the Trustee in the
execution, delivery and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Trustee either to act
as co-trustee, jointly with the Trustee, of all or any part of such Trust
Estate, or to act as separate trustee of any such property, in either case with
such powers as may be provided in the instrument of appointment, and to vest in
such Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section. If the Issuer does not join in such appointment within 15 days after
the receipt by it of a request so to do, or in case an Event of Default has
occurred and is continuing, the Trustee alone shall have power to make such
appointment.

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Should any written instrument from the Issuer be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Issuer.

Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms:

(1) The Bonds shall be authenticated and delivered and
all rights, powers, duties and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or
required to be deposited or pledged with, the Trustee hereunder, shall
be exercised, solely by the Trustee.

(2) The Trustee at any time, by an instrument in writing
executed by it, with the concurrence of the Issuer evidenced by a
Board Resolution, may accept the resignation of or remove any
co-trustee or separate trustee appointed under this Section, and, in
case an Event of Default has occurred and is continuing, the Trustee
shall have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the Issuer.
Upon the written request of the Trustee, the Issuer shall join with
the Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate
trustee so resigned or removed may be appointed in the manner provided
in this Section.

(3) No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Trustee, or
any other such trustee hereunder, and the Trustee shall not be
personally liable by reason of any act or omission of any co-trustee
or other such separate trustee hereunder.

(4) Any Act of Bondholders delivered to the Trustee shall
be deemed to have been delivered to each such co-trustee and separate
trustee.

Section 6.15 Authenticating Agents.

Upon the request of the Issuer, the Trustee shall appoint an
Authenticating Agent with power to act on its behalf and subject to its
direction in the authentication and delivery of the Bonds of each Series
designated for such authentication by the Issuer and containing provisions
therein for such authentication (or with respect to which the Issuer has made
other arrangements, satisfactory to the Trustee and such Authenticating Agent,
for notation on the Bonds of such Series of the authority of an Authenticating
Agent appointed after the initial authentication and delivery of such Bonds) in
connection with transfers and exchanges under Sections 2.6 and 2.7, as fully to
all intents and purposes as though the Authenticating Agent had been expressly
authorized by those Sections to authenticate and deliver Bonds of such Series.
Notwithstanding the foregoing, if an Authenticating Agent for a Series is
designated in the related Series Supplement, no separate request or appointment
shall be required. For all purposes of this Indenture (other than in
connection with the authentication

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and delivery of Bonds pursuant to Sections 2.5 and 2.12 in connection with their
initial issuance and for purposes of Section 2.8), the authentication and
delivery of Bonds by the Authenticating Agent pursuant to this Section shall be
deemed to be the authentication and delivery of Bonds "by the Trustee." Such
Authenticating Agent shall at all times be a Person that both meets the
requirements of Section 6.9 for the Trustee hereunder and has its principal
office in the Borough of Manhattan, City and State of New York.

Any Authenticating Agent for a Series shall also serve as Bond
Registrar or co-Bond Registrar for such Series, as provided in Section 2.7.
Any Authenticating Agent appointed by the Trustee pursuant to the terms of this
Section 6.15 or pursuant to the terms of any Supplemental Indenture shall
deliver to the Trustee as a condition precedent to the effectiveness of such
appointment an instrument accepting the trusts, duties and responsibilities of
Authenticating Agent and of Bond Registrar or co-Bond Registrar and
indemnifying the Trustee for and holding the Trustee harmless against, any
loss, liability or expense (including reasonable attorneys, fees) incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance, administration of the trust or exercise of authority by
such Authenticating Agent, Bond Registrar or co-Bond Registrar.

Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any further act on the part of the
parties hereto or the Authenticating Agent or such successor corporation.

Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and the Issuer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and the Issuer. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section, the
Trustee shall promptly appoint a successor Authenticating Agent, shall give
written notice of such appointment to the Issuer and shall mail notice of such
appointment to all Holders of Bonds of the applicable Series.

The Trustee agrees, subject to Section 6.1(e), to pay to any
Authenticating Agent from time to time reasonable compensation for its services
and the Trustee shall be entitled to be reimbursed for such payments, subject
to Section 6.7. The provisions of Sections 2.10, 6.4 and 6.5 shall be
applicable to any Authenticating Agent.

Section 6.16 Alternate Trustees.

Whenever the Issuer shall so determine, a Person different than the
initial Trustee may be appointed by the Issuer to act as an alternate Trustee
with respect to any Series of Bonds proposed to be issued hereunder. Such
alternate Trustee shall also satisfy the eligibility requirements of the

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TIA and this Article VI. The Issuer shall have the power to appoint a separate
Trustee to act as Trustee with respect to any Series of Bonds proposed to be
issued hereunder and each such alternate Trustee and the Issuer alone shall
have the power to execute and deliver an agreement supplemental hereto, which
agreement supplemental hereto may be the Series Supplement for such Series of
Bonds, which shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trust and duties of the
Trustee with respect to the Outstanding Bonds of any Series as to which the
Trustee initially named in the Series Supplement for such Series is not
retiring, shall continue to be vested in such initial Trustee, and shall add to
or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trust hereunder by more
than one Trustee with respect to the Outstanding Bonds of any Series as to
which the initial Trustee named herein is not to be the Trustee or with respect
to any proposed Series of Bonds, it being understood that nothing herein or in
such supplemental agreement shall constitute such Trustees as co-Trustees of
the same trust and that each such Trustee shall be a Trustee of a separate
trust or trusts with respect to different Series of Bonds each concurrently
Outstanding. No separate or alternate Trustee shall accept its appointment
unless, at the time of such acceptance such separate Trustee shall be qualified
and eligible under this Article VI.

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ARTICLE VII

BONDHOLDERS' LISTS AND REPORTS

Section 7.1 Issuer to Furnish Trustee Names and Addresses
of Bondholders.

(a) The Issuer will furnish or cause to be furnished to
the Trustee (i) semi-annually, not less than 45 days nor more than 60
days after each Interest Payment Date for a Series, a list, in such
form as the Trustee may reasonably require, of the names and addresses
of the Holders of Bonds of such Series, and (ii) at such other times,
as the Trustee may request in writing, within 30 days after receipt by
the Issuer of any such request, a list of similar form and content as
of a date not more that 10 days prior to the time such list is
furnished; provided, however, that so long as the Trustee is the Bond
Registrar, no such list shall be required to be furnished. If the
Bonds of a particular Series have Interest Payment Dates which are
more frequent than semi-annual, then the applicable Interest Payment
Dates for purposes of clause (i) of the preceding sentence shall be
the Interest Payment Date occurring closest to six months after the
Closing Date for such Series and each Interest Payment Date occurring
at six-month intervals thereafter.

(b) In addition to furnishing to the Trustee the
Bondholder lists, if any, required under subsection (a), the Issuer
shall also furnish all Bondholder lists, if any, required under
Section 3.3 at the times required by said Section 3.3.

Section 7.2 Preservation of Information; Communications
to Bondholders.

(a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of
Bonds contained in the most recent list, if any, furnished to the
Trustee as provided in Section 7.1 and the names and addresses of the
Holders of Bonds received by the Trustee in its capacity as Bond
Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.

(b) The Issuer, the Trustee and the Bond Registrar shall
have the protection of TIA Section 312(c).

Section 7.3 Reports by Trustee.

(a) In addition to any report required to be delivered by
the Trustee to the Holders of Bonds of any Series pursuant to TIA
Section 313(a), additional reports may be required to be delivered by
the Trustee as set forth in the Series Supplement for any Series of
Bonds.

(b) For purposes of the information required to be
included in any reports to be delivered by the Trustee pursuant to TIA
Sections 313(a)(3), 313(b)(1) (if applicable), 313(b)(2),

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or pursuant to the Series Supplement for any Series of Bonds as may be
required pursuant to Section 7.3(a), the principal amount of
"indenture securities" outstanding on the date as of which such
information is provided shall be the Aggregate Current Principal
Amount of the then Outstanding Bonds of the particular Series covered
by the report.

(c) With respect to any report required to be delivered
by the Trustee pursuant to TIA Section 313(a) or (b), or as otherwise
required pursuant to Section 7.3(a), the Trustee shall mail any such
report to all Holders of such Series of Bonds within 30 days after
May 15 of each year (the "reporting date"), commencing with the year
after the issuance of such Series of Bonds.

(d) Unless provided otherwise in the Series Supplement
for any Series of Bonds, upon written request in form satisfactory to
the Trustee received by the Trustee at least fifteen days prior to the
next Payment Date, the Trustee will provide notice to a Bondholder on
such Payment Date of such Bondholder's priority status with respect to
such Bondholder's requests for redemption pursuant to Section 10.4.

Section 7.4 Reports by Issuer.

The Issuer (a) shall file with the Trustee within 15 days after it
files them 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 by rules and regulations prescribe) which
the Issuer is required to file with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 and (b) shall also comply with the
other provisions of TIA Section 314(a).

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ARTICLE VIII

ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES

Section 8.1 Collection of Moneys.

Except as otherwise expressly provided herein, the 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 Trustee pursuant to this
Indenture. The Trustee shall hold all such money and property received by it
as part of the Trust Estate with respect to which it was received, and shall
apply it as provided in this Indenture. If the Trustee shall not have received
a Distribution with respect to any Certificate by the Business Day immediately
following the related Distribution Date, the Trustee shall, unless the Issuer
shall have made provisions satisfactory to the Trustee for delivery to the
Trustee of an amount equal to such Distribution, request the issuer or
guarantor of such Certificate, as appropriate, to make such payment as promptly
as practicable or legally permitted. If the Trustee shall subsequently receive
any such Distribution, it may withdraw such request. Notwithstanding any other
provision hereof, the Trustee shall deliver to the Issuer or its designee or
assignee any Distribution received with respect to a Certificate after the
related Distribution Date to the extent that the Issuer previously made payment
or provision for payment with respect to such Distribution in accordance with
this Section 8.1, and any such Distribution shall not be deemed part of the
Trust Estate for the related Series.

Except as otherwise expressly provided in this Indenture, if,
following any request by the Trustee for payment of a late Distribution, any
default occurs in the making of such payment, or if a default occurs in any
other performance required under any Certificate with respect to any Series,
the Trustee may, and upon the request of the Holders of Bonds representing more
than 50% of the Aggregate Current Principal Amount of the Outstanding Bonds of
the affected Series shall, 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 with respect to such Series under
this Indenture and to proceed thereafter as provided in Article V.

Section 8.2 Collection Accounts.

(a) On or before the Closing Date for a Series, the
Issuer shall open, at the Corporate Trust Office, one or more accounts
(each of which shall be an Eligible Account) which shall collectively
be the "Collection Account" for such Series. The Trustee shall
promptly deposit in the related Collection Account all Distributions
received by it with respect to Certificates securing the Bonds of a
Series (other than Distributions required to be delivered to the
Issuer pursuant to Section 8.1). All Distributions deposited from
time to time in a Collection Account, any amount required to be
deposited in the Collection Account for a Series pursuant to Section
2.12(g) and the terms of the related Series Supplement, all

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other deposits therein pursuant to this Indenture, and all investments
made with such moneys, including all income or other gain from such
investments, shall be held by the Trustee in such Collection Account
as part of the Trust Estate for the related Series as herein provided,
subject to withdrawal by the Trustee for the purposes set forth in
subsections (c) and (d) of this Section 8.2. All funds withdrawn from
a Collection Account pursuant to subsection (c) of this Section 8.2
for the purpose of making payments to the Holders of Bonds of the
related Series shall be applied in accordance with Section 3.3.

(b) So long as no Default or Event of Default shall have
occurred and be continuing with respect to a Series of Bonds, all or a
portion of the related Collection Account shall be invested and
reinvested by the Trustee at the Issuer's direction or pursuant to the
provisions of the related Series Supplement in one or more Eligible
Investments bearing interest or sold at discount. No such investment
shall mature later than the Business Day immediately preceding the
next Principal Reduction Date for such Series unless permitted
otherwise by the Rating Agencies.

Notwithstanding the foregoing,

(i) except as permitted by clause (ii) below, no
investment of any amount held in a Collection Account may
mature later than the Business Day immediately preceding the
next Payment Date for Bonds of the related Series unless
permitted otherwise by the Rating Agencies,

(ii) any investment (including repurchase
agreements) on which the Trustee (or any agent of the Trustee
acceptable to the Rating Agency or Agencies that rated such
Series) is the obligor, may mature on a Payment Date or
Special Payment Date if, under this Section 8.2, such
investment could otherwise mature on the Business Day
immediately preceding such Payment Date or Special Payment
Date and

(iii) if there are any Overdue Bonds of a
Series Outstanding, funds then in the related Collection
Account may be invested in investments maturing later than the
Business Day immediately preceding the next Special Payment
Date, unless permitted otherwise by the Rating Agencies, only
to the extent that after giving effect to such proposed
investment the amount of funds that would be on deposit in the
Collection Account (including therein the amount of
Distributions and proceeds of investments scheduled to be
deposited in such Collection Account prior to such next
Special Payment Date) and would be available to make payments
on the Bonds of such Series on such next Special Payment Date,
exceeds any payments of principal of or interest on any
Overdue Bonds of such Series due and payable on such next
Special Payment Date.

All income or other gains from investment of moneys deposited
in a Collection Account shall be deposited by the Trustee in such
Collection Account

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immediately upon receipt, and any loss resulting from such investment
shall be charged to such Collection Account.

(c) Unless the Bonds of a Series have been declared due
and payable pursuant to Section 5.2 and moneys collected by the
Trustee with respect to such Series are being applied in accordance
with Section 5.8, amounts on deposit in the related Collection Account
on any Payment Date or Special Payment Date shall be withdrawn from
such Collection Account, in the amounts required, for application as
follows:

(i) on any Special Payment Date, except to the
extent provided otherwise in the applicable Series Supplement
and to the extent permitted by applicable law,

first, to the payment of all interest due
with respect to any Overdue Bonds of such Series
called for redemption, pro rata without any
preference or priority as to Maturity, and

second, to the payment of amounts due with
respect to principal of such Overdue Bonds
(including any portion of an installment of
principal required to be paid which was not paid
therefor, and any amounts remaining unpaid on
Bonds with respect to which the Redemption Price
was not paid in full on the applicable Redemption
Date), in the order in which such amounts became
due and pro rata among all amounts which became
due on the same date, each such amount being the
amount thereof set forth in the applicable
Special Payment Date Statement; and

(ii) on any Payment Date, in accordance with the
order of priority of payment specified in the related Series
Supplement;

each such amount being the amount thereof set forth in the applicable
Special Payment Date Statement or Payment Date Statement, as the case
may be.

(d) On or after each Payment Date for a Series, so long
as the Trustee shall have prepared a Payment Date Statement in respect
of such Payment Date and shall have made, or, in accordance with
Section 3.3, set aside from amounts in the Collection Account for such
Series an amount sufficient to make the payment of principal of and
interest on the Bonds of such Series then required to be made as
indicated in such Payment Date Statement, the cash balance, if any,
then remaining in the related Collection Account, less the amount of
Distributions due on the related Certificates but not received on the
immediately preceding Distribution Date and the amount of any
Reinvestment Income then payable to the Bond Manager, shall be
withdrawn from such Collection Account by the Trustee and applied

first, to the payment of any unpaid amount due the
Trustee pursuant to Section 6.7,

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second, to the payment of any unpaid amount due any
firm of Independent Accountants pursuant to Section 8.9(a),

third, to the extent required by the related Series
Supplement, to deposit an amount in the related Expense Fund
(any amount so deposited being released from the lien of the
Indenture pursuant to Section 8.10).

Except as otherwise provided in the related Series Supplement, the
balance, if any, of the amount so withdrawn shall be released from the
lien of this Indenture and paid by the Trustee (i) with respect to
each Series of Bonds for which a REMIC election or elections has or
have not been made and will not be made, to the Issuer or, upon Issuer
Order, to its assignee, or (ii) where such an election or elections
has or have been made or will be made, to the Residual Interest that
is entitled to such assets as stipulated in the related Series
Supplement, in each case subject to satisfaction of the following
conditions:

(i) no Default or Event of Default shall have
occurred and be continuing,

(ii) an Independent Accountant shall have
delivered to the Trustee the certificate or opinion in respect
of such Payment Date required by Section 8.9(b);

(iii) the Issuer shall have delivered to the
Trustee an Officers' Certificate stating that all conditions
precedent to such release specified in this subsection (d)
have been satisfied, and

(iv) the Issuer shall have delivered to the
Trustee an Opinion of Counsel to the effect that all documents
delivered to the Trustee in connection with such release
comply as to form with the requirements of this subsection (d)
and all conditions precedent to such release specified in this
subsection (d) have been satisfied.

Section 8.3 Reserved.

Section 8.4 Reserved.

Section 8.5 Reserved.

Section 8.6 General Provisions Regarding Pledged
Accounts.

(a) Each Pledged Account shall relate solely to the Bonds
of the Series with respect to which it was established and to the
Certificates and other property securing such Series. Funds and other
property in each Pledged Account shall not be commingled with any
other moneys or property of the Issuer or any Affiliate thereof.
Notwithstanding the foregoing, the Trustee may hold any funds or other
property received or held by it as part of a Pledged Account in
collective accounts maintained by it in the normal course of its

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business and containing funds or property held by it for other Persons
(which may include the Issuer or an Affiliate), provided that such
accounts are under the sole control of the Trustee and the Trustee
maintains adequate records indicating the ownership of all such funds
or property and the portions thereof held for credit to each Pledged
Account.

(b) The Issuer will not direct the Trustee to make any
investment of any funds in a Pledged Account or to sell any investment
held in a Pledged Account except under the following terms and
conditions:

(i) each such investment shall be made in the
name of the Trustee (in its capacity as such) or in the name
of a Qualified Nominee of the Trustee (or, if, as indicated by
an Opinion of Counsel delivered to the Trustee, applicable law
provides for perfection of pledges of an investment not
evidenced by a certificate or other instrument through
registration of such pledge on books maintained by or on
behalf of the issuer of such investment, such pledge may be so
registered),

(ii) the Trustee shall have sole control over such
investment, the income thereon and the proceeds thereof,

(iii) any certificate or other instrument
evidencing such investment shall be delivered directly to the
Trustee or its agent, and

(iv) the proceeds of each sale of such an
investment shall be remitted by the purchaser thereof directly
to the Trustee for deposit in the Pledged Account in which
such investment was held.

(c) Except as otherwise provided in the related Series
Supplement, if a REMIC election or elections has or have been made or
will be made in respect of the assets securing such Series, prior to
any disposition of any investment in a Pledged Account that would
result in a gain to a REMIC of such Series, the Trustee shall inform
the Issuer of its intention to dispose of such investment and of the
possibility that such disposition could result in the imposition of
taxes on "prohibited transactions" as defined in Section 860F of the
Code. If any amounts are needed for disbursement from a Pledged
Account and sufficient uninvested funds are not available therein to
make such disbursement, in the absence of an Issuer Order for the
liquidation of investments held therein in an amount sufficient to
provide the required funds, the Trustee shall cause to be sold or
otherwise converted to cash a sufficient amount of the investments in
such Pledged Account.

(d) The Trustee shall not in any way be held liable by
reason of any insufficiency in any Pledged Account except for losses
on investments which are liabilities of the Trustee (or of any agent
of the Trustee).

(e) All investments of funds in a Pledged Account and all
sales of investments held in a Pledged Account shall, except as
provided below, be made by the Trustee in

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accordance with an Issuer Order. Subject to compliance with the
requirements of Section 8.2(b), such Issuer Order may authorize the
Trustee to make the specific investments set forth therein, to make
investments from time to time consistent with the general instructions
set forth therein, or to make specific investments pursuant to
written, telegraphic or telephonic instructions of the employees or
agents of the Issuer identified therein, in each case in such amounts
as such Issuer Order shall specify.

In the event that:

(i) the Issuer shall have failed to give
investment directions to the Trustee by 12:30 p.m. Eastern
Time on any Business Day authorizing the Trustee to invest the
funds then in a Pledged Account,

(ii) a Default or Event of Default with respect to
such Series shall have occurred and be continuing but the
Bonds of such Series shall not have been declared due and
payable pursuant to Section 5.2, or

(iii) an Event of Default with respect to such
Series shall have occurred and be continuing, the Bonds of
such Series shall have been declared due and payable pursuant
to Section 5.2, and amounts collected or receivable from the
related Trust Estate are being applied in accordance with
Section 5.8,

the Trustee shall invest and reinvest the funds then in each related
Pledged Account to the fullest extent practicable, in such manner as
the Trustee shall from time to time determine, but only in one or more
Eligible Investments bearing interest or sold at a discount. All
investments made pursuant to clause (i) above shall mature on the next
Business Day following the date of such investment, all such
investments made pursuant to clause (ii) above shall mature no later
than the maturity date therefor permitted by Section 8.2(b), or by the
terms of any related Series Supplement, whichever is applicable, and
all investments made pursuant to clause (iii) above shall mature no
later than the first date following the date of such investment on
which the Trustee proposes to make a distribution to Holders of Bonds
of the related Series pursuant to Section 5.8.

(f) Subject to the restriction on the maturity of
investments set forth in Sections 8.2(b), or in any related Series
Supplement, and notwithstanding paragraph (e) above, the Issuer will
give appropriate and timely investment directions to the Trustee such
that at the close of business on not more than two Business Days in
any one calendar year not more than an aggregate of $50,000 of funds
in the Pledged Accounts for a Series are not invested pursuant,
directly or indirectly, to an Issuer Order in Eligible Investments
bearing interest or sold at a discount which mature on or after the
opening of business on the next Business Day.

(g) Unless it shall have otherwise agreed in writing with
the Issuer, the Trustee shall not be required to enter into repurchase
obligations for the investment of funds in any

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Pledged Account with any Person whose repurchase obligations would be
Eligible Investments only if the requirements of subclause (b) of
clause (iii) of the definition of the term "Eligible Investments" were
complied with in connection with such investment.

Section 8.7 Reports by Trustee to Bondholders.

On each Payment Date for a Series the Trustee shall deliver a written
report

(a) to each Holder of Bonds of a Class of such Series on
which a payment of principal and interest is then being made, setting
forth the amount of such payment which represents principal and the
amount which represents interest, and the principal amount of an
Individual Bond of each such Class after giving effect to the payment
of principal made on such Payment Date;

(b) to each Holder of Bonds of a Class of such Series on
which a payment of interest only is then being made, setting forth the
Class Current Principal Amount and Class Imputed Principal Balance of
Bonds of each Class of such Series Outstanding after giving effect to
the payment of principal made on such Payment Date and the allocation
of all Realized Losses and any Junior Bond Writedown Amount then
allocable to such Class and after including in the aggregate principal
amount of Compound Interest Bonds Outstanding the amount of any
accrued interest added to the principal amount thereof on such Payment
Date; and

(c) to each Holder of a Compound Interest Bond of such
Series (but only if such Holder shall not have received on such
Payment Date a payment of interest equal to the entire amount of
Accrued Bond Interest on such Bond for such Payment Date, or since the
related Accrual Date if no Payment Date has yet occurred), setting
forth

(i) the information contained in the report
delivered pursuant to clause (b) above,

(ii) the interest accrued on an Individual Bond of
such Class of Compound Interest Bonds through the Interest
Accrual Period for such Payment Date and added to the
principal of such Compound Interest Bond, and

(iii) the principal amount of an Individual Bond of
such Class of Compound Interest Bonds after giving effect to
the addition thereto of interest accrued thereon during the
Interest Accrual Period for such Payment Date.

(d) to each Holder of Bonds of a Class of such
Series, the aggregate amount of Realized Losses and any Junior
Bond Write Down Amount allocated to the Bonds of such Class on
such Payment Date;

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(i) the amount of any Realized Losses or portion
of any Junior Bond Write Down Amount allocated to an
Individual Bond of such Class on such Payment Date; and

(ii) the Imputed Principal Balance and the Current
Principal Amount of an Individual Bond of such Class on such
Payment Date,

in the case of (iii) above, after application of all payments of principal on
such Bonds and allocation of any Realized Losses and the Junior Bond Write Down
Amount, if any, allocable on such Payment Date.

Section 8.8 Reports by Trustee.

In addition to any statements required to be delivered or prepared by the
Trustee pursuant to Sections 2.9 or 8.2, the Trustee shall deliver to the
Issuer and the Independent Accountants appointed pursuant to Section 8.9,
within two Business Days after the request of either the Issuer or such
Independent Accountants, a written report setting forth the amount of each
Pledged Account or Fund established hereunder and the identity of the
investments included therein. Without limiting the generality of the
foregoing, the Trustee shall, upon the request of the Issuer, promptly transmit
to the Issuer copies of all accountings of, and information with respect to,
Distributions furnished it by the issuer of, or the paying agent for, each
Certificate and shall promptly notify the Issuer if, or on the third Business
Day after any Distribution Date in the case of a Conventional Certificate, any
related Distribution then due or any portion thereof has not been received by
the Trustee.

Section 8.9 Reports by Independent Accountants.

(a) At the Closing Date for a Series the Issuer shall
appoint the firm of Independent Accountants which prepares and
delivers the certificate or opinion required to be delivered under
Section 2.12(e) as its Independent Accountants for purposes of
preparing and delivering the reports or certificates with respect to
such Series required by this Section 8.9. Upon any resignation by
such firm the Issuer shall promptly notify the Trustee and appoint a
successor thereto that shall also be a firm of Independent Accountants
of recognized national reputation. If the Issuer shall fail to
appoint a successor to a firm of Independent Accountants which has
resigned on or before the fifteenth day after such resignation, the
Trustee shall promptly notify the Issuer of such failure in writing.
If the Issuer shall not have appointed a successor within ten days
thereafter the Trustee shall promptly appoint a successor firm of
Independent Accountants of recognized national reputation. The fees
of such successor shall be payable by the Issuer, and any fees not so
paid by the Issuer may be paid by the Trustee on behalf of the Issuer,
from amounts otherwise payable to the Issuer from the related
Collection Account pursuant to Section 8.2(d).

(b) The Issuer, or the Trustee on behalf of the Issuer,
shall direct the firm of Independent Accountants appointed pursuant to
subsection (a) (or any successor firm so

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appointed) to review, and prepare and deliver to the Trustee a report
or certificate with respect to each Payment Date Statement specified
in the related Series Supplement delivered by the Trustee pursuant to
Section 2.9(e).

Such report or certificate shall state that

(i) such Independent Accountants have reviewed
such Payment Date Statement,

(ii) they have performed the calculations required
to be made in connection therewith,

(iii) they have reviewed the accountings of the
related Distributions and of the related Collection Account
furnished by the Trustee with respect to the Distribution Date
relative to such Payment Date Statement, and

(iv) based upon such review, such firm of
Independent Accountants has no material exceptions to the
Trustee's calculations set forth in any of such Statements, or
that all of such exceptions are set forth in such report or
certificate.

Such report or certificate shall be delivered to the Trustee, and a
copy of such report or certificate shall be delivered to the Issuer,
prior to the close of business on the second Business Day following
the related Calculation Date. If such firm of Independent Accountants
sets forth any material exceptions to the Trustee's Payment Date
Statement in its report or certificate, the Trustee's Payment Date
Statement shall be deemed to have been amended to reflect such
exceptions, and a copy of such report shall be delivered to each
Rating Agency rating the related Bonds.

(c) If the Trustee shall fail to deliver to the Issuer
any Payment Date Statement by the due date therefor, the Issuer shall,
at the opening of business on the next Business Day after such due
date, direct the firm of Independent Accountants appointed pursuant to
subsection (a) to prepare and deliver to the Trustee such Payment Date
Statement at the expense of the Issuer, no later than 2:00 p.m. on the
Business Day following the day on which such direction was given. Any
fees of such Independent Accountants not paid by the Issuer may be
paid by the Trustee, on behalf of the Issuer, from amounts otherwise
payable to the Issuer from the related Collection Account pursuant to
Section 8.2(d).

Section 8.10 Expense Fund.

(a) Except as otherwise provided in the related Series
Supplement, any cash or Eligible Investments received by the Trustee
for deposit in the Expense Fund for a Series pursuant to Sections
2.12(g) or 8.2(d) hereof, together with any other Eligible Investments
in which amounts in such Expense Fund are or will be invested or
reinvested during the term

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of the Bonds of such Series, shall be held by the Trustee subject to
disbursement and withdrawal as herein provided, but shall not be
security for the Bonds of such Series.

(b) Except as otherwise provided in the related Series
Supplement all or a portion of the Expense Fund for a Series shall be
invested and reinvested at the Issuer's direction in one or more
Eligible Investments.

(c) Except as otherwise provided in the related Series
Supplement amounts on deposit in the Expense Fund for a Series shall
be applied by the Trustee to the payment of expenses relating to the
administration of the Bonds of such Series (other than interest
expense on such Bonds) specified in the related Series Supplement to
the extent that such expenses have not been paid by the Issuer or from
other sources.

(d) Except as otherwise provided in the related Series
Supplement, upon full and final payment of all Outstanding Bonds of
the related Series and payment of all unpaid expenses relating to the
administration of the Bonds of such Series (other than interest
expense on such Bonds) covered by such Expense Fund, the Trustee shall
pay to or upon the order of the Issuer all amounts remaining on
deposit in the Expense Fund for such Series.

Section 8.11 Substitution of Certificates with Eligible Substitute
Certificates.

(a) Except as otherwise provided in the related Series
Supplement, the Issuer shall have the right to Grant one or more
Eligible Substitute Certificates for any one or more Certificates
securing a Series of Bonds, any such substitution to take place on a
Payment Date, subject, however, to satisfaction of the following
conditions:

(i) no Default or Event of Default shall have
occurred and be continuing;

(ii) if the Eligible Substitute Certificates to be
Granted in substitution for the Certificates to be released
are issued in definitive or certificated form, such Eligible
Substitute Certificates, registered in the name of the Trustee
(or, if requested by the Trustee, in the name of its Qualified
Nominee) shall have been delivered to the Trustee;

(iii) if the Eligible Substitute Certificates to be
Granted in substitution for the Certificates to be released
are issuable in book entry form only, the Trustee shall have
received (A) written notification or confirmation from the
operator of the book-entry system that ownership of such
Eligible Substitute Certificates has been registered in the
name of the Trustee or a Qualified Nominee or (B) notification
from a bank, broker, clearing corporation or other Person that
maintains securities accounts for the Issuer or the Trustee
and is acting in that capacity with respect to such Eligible
Substitute Certificates that either (1) ownership of such
Eligible Substitute Certificates in the name of the Issuer and
the Grant thereof to the Trustee have been entered on the
securities accounts books of such Person or (2) ownership

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of such Eligible Substitute Certificates in the name of the
Trustee has been entered on the securities accounts books of
such Person;

(iv) the Trustee shall have received a certificate
or opinion from a firm of Independent Accountants stating that
(A) such firm has reviewed (1) the terms of the Certificates
proposed to be released and of the Eligible Substitute
Certificates proposed to be Granted in substitution therefor,
(2) the Issuer's calculations of the Certificate Principal
Balance of the Certificates to be released and of the
Eligible Substitute Certificates to be granted in substitution
therefor and the Issuer's calculations of the aggregate
Certificate Principal Balance of all of the Certificates
pledged to secure the Bonds immediately following the
substitutions and (3) the Issuer's calculations demonstrating
that the Eligible Substitute Certificates proposed to be
Granted in substitution for the Certificates to be released
satisfy all conditions precedent to such release and
substitution set forth in the Indenture and the related Series
Supplement that are of a type that can be verified by
mathematical computations and (B) based on such review,
nothing has come to their attention that the Issuer's
calculations were not made in compliance with the terms of the
Indenture and the related Series Supplement and are not
mathematically correct;

(v) the Trustee shall have received an Officers'
Certificate stating that all conditions precedent to such
release specified in this subsection (a) and in the related
Series Supplement have been satisfied;

(vi) the Trustee shall have received an Opinion of
Counsel to the effect (A) that all documents delivered to the
Trustee in connection with such release comply as to the form
with the requirements of this subsection (a) and the
requirements, if any, set forth in the related Series
Supplement, (B) that all conditions to such release specified
in this subsection (a) and in the related Series Supplement
have been satisfied and (C) of the opinion required by Section
2.12(c) but only as applicable to the portion of the Trust
Estate comprised of the Eligible Substitute Certificates; and

(vii) the Trustee shall have received a certificate
of an Independent Person, whose regular business activity
includes valuing securities similar to such Eligible
Substitute Certificates, as to the fair market value of such
Eligible Substitute Certificates, which determination of fair
market value shall be based upon generally available market
quotations as of a date not earlier than three Business Days
prior to the date of Grant to the Trustee.

(b) Upon any such Grant, the Trustee shall transfer and
assign the replaced Certificates to the Issuer whereupon they shall be
released from, and no longer subject to, the lien of the Indenture.

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ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures without Consent of
Bondholders .

Without the consent of the Holders of any Bonds, the Issuer, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(1) 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 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;

(2) to add to the conditions, limitations and
restrictions on the authorized amount, terms and purposes of the
issuance, authentication and delivery of any Series of Bonds, as
herein set forth, additional conditions, limitations and restrictions
thereafter to be observed;

(3) to set forth the terms of, and security for, any
Series that has not theretofore been authorized by a Series
Supplement;

(4) to modify or eliminate any of the terms of this
Indenture; provided, however, that

(A) such supplemental indenture shall expressly
provide that any such modifications or eliminations shall not
be effective with respect to any Outstanding Bond of any
Series created prior to the execution of such supplemental
indenture; and

(B) the Trustee may, in its discretion, decline
to enter into any such supplemental indenture which, in its
opinion, would adversely affect its own rights, duties or
immunities;

(5) to evidence the succession of another Person to the
Issuer, and the assumption by any such successor of the covenants of
the Issuer herein and in the Bonds contained, or the appointment of an
alternate Trustee under Section 6.16;

(6) to add to the covenants of the Issuer, for the
benefit of the Holders of all Bonds or of the Bonds of any Series, or
to surrender any right or power herein conferred upon the Issuer;

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(7) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to amend any other provisions with respect to
matters or questions arising under this Indenture; provided that such
action shall not adversely affect in any material respect the
interests of the Holders of any Series of Bonds; and provided,
further, that the amendment shall not be deemed to adversely affect in
any material respect the interests of the Holders of any Series of
Bonds if the Person requesting the amendment obtains a letter from
each Rating Agency that the amendment would not result in the
downgrading or withdrawal of the ratings then assigned to any Series
of Bonds;

(8) to provide for the issuance of Bonds of any Series
(including Bonds of a Series theretofore authorized and then
Outstanding) or any Class within such Series in bearer form with
coupons ("Bearer Bonds") and for the exchangeability of Bearer Bonds
and Bonds of the same Series and Class issued in registered form
("Registered Bonds"); any such supplemental indenture may provide for
payments on Bearer Bonds only outside the United States and for
appointment of a foreign Paying Agent that does not satisfy the
requirements of clause (ii) of the definition of the term "Eligible
Investments" but is otherwise acceptable to the rating agencies that
rated the initial Series of the Bonds and may also contain any
provisions as may in the Issuer's judgment be necessary, appropriate
or convenient (a) to permit the Bonds to be issued and sold to or held
in bearer form by non-United States Persons, (b) to establish
entitlement to an exemption from United States withholding tax or
reporting requirements with respect to payments on the Bonds, (c) to
comply, or facilitate compliance, with other applicable laws or
regulations, (d) to provide for usual and customary provisions for
communication (by notice publication, maintenance of lists of holders
of Bearer Bonds who have provided names and addresses for such
purpose, or otherwise) with holders of Bearer Bonds, or (e) to
otherwise effectuate provisions for the issuance of Bearer Bonds and
their exchangeability with Registered Bonds (under no circumstances
will this provision allow the Trustee or the Issuer to issue a second
Class of "residual interests" as defined in the Code);

(9) 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 TIA or under any similar federal
statute hereafter enacted, and to modify, eliminate or add to the
provisions of this Indenture to such extent as shall be necessary or
appropriate to conform to any provisions of the TIA, as the same may
from time to time be amended; or

(10) if a REMIC election or elections has or have been
made or will be made in respect of the Trust Estate or such other
assets specified in such election and securing the Bonds of a Series,
to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary (i) to maintain the qualification of
such assets as a REMIC under the Code or (ii) to avoid or minimize the
risk of the imposition of any tax on the Issuer, the Trust Estate or
another Person under the Code that would be a claim against the
Issuer, Trust Estate or such other Person, as the case may be, or
(iii) to prevent a REMIC Loss, provided that (a) there shall have been
delivered an Opinion of Counsel to the effect that such action

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is necessary to maintain such qualification or to avoid any such tax
or minimize the risk of its imposition or to prevent such prohibited
transaction, respectively, and (b) such supplemental indenture shall
not have any of the effects described in paragraphs (1) through (6) of
the proviso to Section 9.2 of this Indenture.

Section 9.2 Supplemental Indentures with Consent of Bondholders.

With the consent of the Holders of Bonds representing not less than
two-thirds of the Aggregate Current Principal Amount of all Outstanding Bonds
in case Outstanding Bonds of all Series are to be affected or with the consent
of the Holders of Bonds representing not less than 66 2/3% of the Aggregate
Current Principal Amount of the Outstanding Bonds of each Series to be affected
in case one or more, but less than all, of the Series of Outstanding Bonds are
to be affected, by Act of said Holders delivered to the Issuer and the Trustee,
the Issuer, when authorized by a Board Resolution, and the Trustee may 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 relating to such Series or of modifying in any
manner the rights of the Holders of the Bonds of such Series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Bond affected thereby:

(1) change the Stated Maturity of the final installment
of the principal of, or any installment of interest on, any Bond or
reduce the principal amount thereof, the Bond Interest Rate thereon or
the Redemption Price with respect thereto, change Bond Redemption Date
for any Series of Bonds, change any place of payment where, or the
coin or currency in which, any Bond or any interest thereon is
payable, or impair the right to institute suit for the enforcement of
the payment of any installment of interest due on any Bond on or after
the Stated Maturity thereof or for the enforcement of the payment of
the entire remaining unpaid principal amount of any Bond on or after
the Stated Maturity of the final installment of the principal thereof
(or, in the case of redemption, on or after the applicable Redemption
Date);

(2) reduce the percentage of the Aggregate Current
Principal Amount of the Outstanding Bonds of any Series, 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 provisions of this Indenture or Defaults
hereunder and their consequences provided for in this Indenture;

(3) modify any of the provisions of this Section, Section
5.13 or Section 5.17(b), except to increase any percentage specified
therein or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Bond affected thereby;

(4) modify or alter the provisions of the proviso to the
definition of the term "Outstanding";

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(5) 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 a Trust Estate or terminate the lien of this Indenture on any
property at any time subject hereto or deprive the Holder of any Bond
of the security afforded by the lien of this Indenture; or

(6) modify any of the provisions of this Indenture in
such manner as to affect the calculation of the Debt Service
Requirement for any Payment Date for any Series of Bonds (including
the calculation of any of the individual components of such Debt
Service Requirement) or to affect rights of the Holders of Bonds of
any Series to the benefits of any provisions for the mandatory
redemption of Bonds of such Series contained herein or in the related
Series Supplement.

Notwithstanding any of the foregoing, prior to the date on which the
Class Imputed Principal Balance of each Class of Senior Bonds of a Series has
been reduced to zero, no amendment, variation or modification shall be made to
Article V hereof in respect of any Series of Bonds without the consent of the
Holders representing not less than 100% of the Aggregate Current Principal
Amount of all Outstanding Senior Bonds of such Series. The consent of the
Holders of any Junior Bonds of such Series shall not be required to be obtained
prior to making any amendment for such series to Article V above for so long as
any Senior Bond of such Series is Outstanding. Upon reduction to zero of the
Class Imputed Principal Balance of each Class of Senior Bonds of a Series, no
amendment, variation or modification to Article V hereof shall be made in
respect of such Series of Bonds without the consent of the Holders representing
not less than 66 2/3% of the Aggregate Current Principal Amount of the Highest
Priority Junior Class of such Series.

The Trustee may in its discretion determine whether or not any Bonds
of any particular Series would be affected by any supplemental indenture and
any such determination shall be conclusive upon the Holders of all Bonds,
whether theretofore or thereafter authenticated and delivered hereunder. The
Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Bondholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Issuer shall mail to the
Holders of the Bonds of each Series to which such supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Issuer 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 9.3 Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in relying

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upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. In addition, in
executing any supplemental indenture which modifies an existing trust created
by this Indenture, the Trustee shall require, as a condition of such execution
or acceptance if a REMIC election or elections has or have been made or will be
made in respect of the Trust Estate or such other assets specified in such
election and securing such Series of Bonds, a Non-Disqualification Opinion.
The Trustee may, but shall not (except to the extent required in the case of a
supplemental indenture entered into under Section 9.1(8)) be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

Section 9.4 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Bonds of any Series to which such supplemental indenture relates
which have theretofore been or thereafter are authenticated and delivered
hereunder shall be bound thereby.

Section 9.5 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of TIA as then in effect so long as this Indenture
shall then be qualified under TIA.

Section 9.6 Reference in Bonds to Supplemental Indentures.

Bonds authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article which relates to the Series of
which such Bonds are a part may, and if required by the Issuer shall, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Issuer shall so determine, new Bonds so
modified as to conform, in the opinion of Trustee and the Issuer, to any such
supplemental indenture which relates to the Series of which such Bonds are a
part may be prepared and executed by the Issuer and authenticated and delivered
by the Trustee in exchange for Outstanding Bonds of such Series.

Section 9.7 Amendments to Governing Documents.

Except as is otherwise provided in Section 3.8(c) the Trustee shall,
upon Issuer Request, consent to any proposed amendment to the Issuer's
governing documents, or an amendment to or waiver of any provision of any other
document relating to the Issuer's governing documents, such consent to be given
without the necessity of obtaining the consent of the Holders of any Bonds upon
receipt by the Trustee of:

(1) an Officer's Certificate, to which such proposed
amendment or waiver shall be attached, stating that such attached copy
is a true copy of the proposed amendment or

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waiver and that all conditions precedent to such consent specified in
this Section 9.7 have been satisfied; and

(2) written confirmation from each of the rating agencies
that rated any Series of the Issuer's Bonds that the implementation of
the proposed amendment or waiver will not adversely affect their
respective ratings of any Series of Bonds.

Notwithstanding the foregoing, the Trustee may decline to consent to a
proposed waiver or amendment that adversely affects its own rights, duties or
immunities under the Indenture or otherwise.

Nothing in this Section 9.7 shall be construed to require that any
Person obtain the consent of the Trustee to any amendment or waiver or any
provision of any document where the making of such amendment or the giving of
such waiver without obtaining the consent of the Trustee is not prohibited by
the Indenture or by the terms of the document that is the subject of the
proposed amendment or waiver.

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ARTICLE X

REDEMPTION OF BONDS

Section 10.1 Redemption.

All the Bonds of a Series may be redeemed in whole, but not in part,
on any Payment Date for such Series in accordance with and subject to the
provisions relating to such redemption contained in the related Series
Supplement. If the Issuer shall elect to redeem the Bonds of a Series pursuant
to this Section 10.1 and the related Series Supplement, it shall furnish notice
of such election to the Trustee not later than thirty (30) days prior to the
Payment Date selected for such redemption, whereupon all such Bonds shall be
due and payable on such Payment Date upon the furnishing of a notice pursuant
to Section 10.2 to each Holder of such Bonds.

Section 10.2 Form of Redemption Notice.

Unless otherwise specified in the related Series Supplement notices of
redemptions of Bonds shall be given by the Trustee in the name and at the
expense of the Issuer and shall be mailed, or caused to be mailed, no later
than five days prior to such Payment Date on which such Bonds are to be
redeemed to the Persons who were Holders of such Bonds at the close of business
on the tenth Business Day prior to such Payment Date notwithstanding the Record
Date otherwise applicable.

Unless otherwise provided in the related Series Supplement, no prior
notice of redemption at the request of a Bondholder or redemption of Book Entry
Bonds shall be required.

All notices of redemption shall state:

(1) the Payment Date on which such redemption will take
place,

(2) the Redemption Price at which the Bonds of such
Series will be redeemed,

(3) the fact of payment in full on such Bonds, the place
where such Bonds are to be surrendered for payment of the Redemption
Price (which shall be the office or agency of the Issuer to be
maintained as provided in Section 3.2), and that no interest shall
accrue on such Bond for any period after the date fixed for
redemption.

Failure to give notice of redemption, or any defect therein, to any Holder of
any Bond selected for redemption shall not impair or affect the validity of the
redemption of any other Bond.

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Section 10.3 Bonds Payable on Payment Date.

Notice of redemption having been given as provided in Section 10.2,
the Bonds or portions thereof so to be redeemed shall, on the applicable
Payment Date, become due and payable at the Redemption Price and (unless the
Issuer shall default in the payment of the Redemption Price) no interest shall
accrue on such Payment Date.

Section 10.4 Right of Redemption by Holder .

(a) Unless the Bonds of a Series have been declared due
and payable prior to their Stated Maturity by reason of an Event of
Default, a Holder may request the redemption of Bonds of one or more
Classes of such Series if the related Series Supplement provides that
such Class or Classes shall be subject to redemption as so provided in
this Section 10.4. A Bondholder may request redemption by delivering
the following to the Trustee on or before the Tender Date: (i) a
written request for redemption in form satisfactory to the Trustee
(such as the form appearing on the back of each Bond), by the
Bondholder or the Bondholder's legal representative, with appropriate
evidence of authority; (ii) in the case of Definitive Bonds, the
certificate or certificates representing the Bond or Bonds for which
redemption is being requested, and (iii) in the case of a request on
behalf of a deceased Holder, appropriate evidence of death and any tax
waivers requested by the Trustee. With respect to each Class of Bonds
subject to redemption at the request of Holders, on each Payment Date
for such Series, the Issuer shall redeem Bonds with respect to which
redemption has been properly requested in the order of priority
described in paragraph (b) of this Section 10.4 and subject to the
limitations that (1) except as set forth in such subsection (b), the
Issuer shall not, on any one Payment Date, redeem from any personal
representative, surviving joint tenant or surviving tenant by the
entirety of a deceased Holder more than one hundred Individual Bonds
of such Series or redeem from any other Holder more than ten
Individual Bonds of such Series, unless all other Holders of Bonds for
which redemption has been properly requested for such Payment Date
have had their Bonds redeemed up to such limitations, and (2) with
respect to each Class of a Series subject to redemption pursuant to
this Section 10.4, the Issuer shall, on each Redemption Date, only
make redemptions to the extent of the aggregate amount of principal
payable on the Bonds of such Class on such Payment Date, rounded down
to the nearest Individual Bond (the "Class Redemption Amount"). Bonds
which have been accepted for Redemption shall become due and payable
on the applicable Redemption Date and shall cease to bear interest as
of the end of the Interest Accrual Period for such Redemption Date.
Upon presentation and surrender of such Bonds for redemption on or
after the Redemption Date therefor, such Bonds shall be redeemed by
the Issuer at the Redemption Price, together with accrued interest.
Installments of interest due on or prior to a Redemption Date shall
continue to be payable to the Holders of such Bonds as of the
applicable Record Date according to their terms and the provisions of
Section 2.9.

(b) Subject to the limitations provided in subsection (a)
of this Section 10.4, with respect to each Redemption Date and with
respect to each Class, requests for redemption of Deceased Holder
Bonds shall be accepted in the order of receipt of such requests by
the

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Trustee to the extent permitted by the one hundred Individual Bond
limitation referred to in Section 10.4(a); requests for redemption of
Bonds other than Deceased Holder Bonds shall be accepted in the order
of receipt of such requests by the Trustee to the extent permitted by
the ten Individual Bond limitation referred to in Section 10.4(a),
after all requests for redemption of Deceased Holder Bonds of the same
Class theretofore submitted have been accepted within the one hundred
Individual Bond limitation. With respect to each Redemption Date, the
Issuer shall accept requests for redemption of Deceased Holder Bonds
in excess of the one hundred Individual Bond limitation, but only to
the extent of the Class Redemption Amount for such Class for such
Series after all requests for redemption in this subsection (b) with
respect to such Redemption Date within the one hundred Individual Bond
and ten Individual Bond limitations set forth above have been
accepted. With respect to each Redemption Date, the Issuer shall
accept requests for redemption of Bonds other than Deceased Holder
Bonds in excess of the ten Individual Bond limitation, but only to the
extent of the Class Redemption Amount for such Class for such Series
after all other requests for redemption in this subsection (b) with
respect to such Redemption Date within the one hundred Individual Bond
and ten Individual Bond limitations set forth above have been
accepted. With respect to each Redemption Date, the Issuer shall
accept requests for redemption of Bonds other than Deceased Holder
Bonds in excess of the ten Individual Bond limitation, but only to the
extent of the Class Redemption Amount for such Class for such Series
after all other requests for redemption in this subsection (b) with
respect to such Redemption Date have been accepted. Subject to the
foregoing provisions, requests for redemption shall be accepted in the
order that they were received by the Trustee.

(c) In order to obtain redemption, the Holder or the
personal representative, surviving joint tenant or surviving tenant by
the entirety of a deceased Holder must deliver to the Trustee on or
before the Tender Date preceding the Redemption Date: (i) a written
request for redemption in form satisfactory to the Trustee (such as
the form appearing on the certificate representing the Bonds), signed
by the Holder or the Holder's legal representative (with appropriate
evidence of authority), (ii) the certificates representing the Bond or
Bonds for which redemption is being requested, and (iii) in the case
of Deceased Holder Bonds, appropriate evidence of death and any tax
waivers required by the Trustee. No particular forms of request for
redemption or authority to request redemption are necessary (but the
form set forth on the form of Bond in Section 2.2 shall be
sufficient). Requests for redemption of Bonds received by the Trustee
after the Tender Date preceding the Redemption Date, and requests for
redemption not accepted in respect of such Redemption Date, whether on
behalf of a deceased Holder or otherwise, will be treated as a request
for redemption on the next succeeding Redemption Date, and the Bonds
submitted will be held by the Trustee, until the request is accepted
or withdrawn, except that the Trustee, in its discretion, may cancel
the certificates representing any such Bonds provided that it shall
maintain a record of the Bonds so cancelled and such Bonds shall
continue to be deemed Outstanding for all purposes. Within the first
five Business Days of any month, the Trustee shall notify each Holder
whose Bonds have been accepted for redemption in whole or in part on
the Redemption Date in such month. Only whole Individual Bonds may be
redeemed.

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(d) For purposes of this Section, the death of a tenant
by the entirety, joint tenant or tenant in common will be deemed the
death of a Holder, and the entire principal amount of the Bond so held
will be deemed to be a Deceased Holder Bond. The death of a person
who, during his lifetime, was entitled to substantially all of the
beneficial interests of ownership of a Bond will be deemed the death
of the Holder, regardless of the registered Holder, if such beneficial
interest can be established to the satisfaction of the Trustee. Such
beneficial interest shall be deemed to exist in typical cases of
street name of nominee ownership, ownership under the Uniform Gifts to
Minors Act, community property or other joint ownership arrangement
between a husband and wife, and trust and certain other arrangements
where a person has substantially all of the beneficial ownership
interests in the Bonds during his or her lifetime. Beneficial
interest shall include the power to sell, transfer or otherwise
dispose of a Bond and the right to receive the proceeds therefrom, as
well as interest and principal payable with respect thereto.

(e) To the extent that the Class Redemption Amount as
defined under Section 10.4(a) for a Principal Payment Date exceeds the
aggregate amount of Bonds of a Class to be redeemed on such Principal
Payment Date at the option of the Holders of such Class, Bonds of such
Class shall be mandatorily redeemed by the Issuer at the price
specified in the related Series Supplement. Unless otherwise provided
in the related Series Supplement, if less than all of the Bonds of any
such Class are to be redeemed, the particular Bonds to be redeemed
shall be selected by the Trustee from the Outstanding Bonds of such
Series not previously called or accepted for redemption, not more than
30 days prior to the applicable Principal Payment Date. The Trustee
shall select the Bonds to be redeemed by random lot. Only whole
Individual Bonds may be redeemed.

The Trustee shall promptly notify the Issuer in writing of the
Individual Bonds selected for redemption pursuant to this Section
10.4(e) and, in the case of any Bond selected for partial redemption,
the principal amount thereof to be redeemed.

(f) Beneficial Owners of Book Entry Bonds may tender
their interest in Bonds for redemption on any Principal Payment Date
subject to the limitations established in this Section 10.4. If, and
to the extent provided in the related Series Supplement, the Clearing
Agency will receive requests for redemption and requests for
withdrawal, determine the order of receipt of request for redemption,
select Bonds to be mandatorily redeemed, provide notices of redemption
and/or make payments of the redemption price and accrued interest, if
any, in accordance with the terms and provisions of the related Series
Supplement and the rules and procedures of the Clearing Agency.

(g) Each of the terms and provisions of this Section 10.4
may be modified, with respect to any Series, by the related Series
Supplement.

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Section 10.5 Withdrawal of Requests.

Any requests for redemption pursuant to Section 10.4 may be withdrawn
by the persons making the same upon the delivery of a written request for such
withdrawal received by the Trustee not later than the Tender Date for a given
Redemption Date on which such Bond would otherwise be redeemable pursuant to
Section 10.4. If not so withdrawn, the redemption request will be irrevocable
with respect to the selection of Bonds for redemption on the Redemption Date
within such month. In the event a request for redemption has been withdrawn as
provided herein, the Trustee shall return the certificate representing the Bond
or Bonds in respect of which the redemption request has been withdrawn or, in
the case of Bonds the certificates of which were cancelled by the Trustee
pursuant to Section 10.4(c), the Issuer shall execute, and the Trustee shall
authenticate and deliver, new certificates representing the Bonds in respect of
which the redemption request has been withdrawn, such new Bonds to be of the
same date and tenor as the Bonds cancelled under Section 10.4(c) in the amount
which remains outstanding.

Section 10.6 Redemption Register.

The Trustee shall maintain at its Corporate Trust Office a register in
which it shall record, in the order of receipt, all requests for redemption
received by the Trustee under Section 10.4. The Trustee may establish such
procedures as it may deem fair and equitable in order to determine the order of
receipt of requests for redemption received by the Trustee on a single day, and
any such determination shall be conclusive. In establishing procedures for
determining the order of receipt of request for redemption, the Trustee may
designate from time to time any particular person, department or office as the
designated recipient of such requests and provide that, after Holders have been
notified in writing of such designation, no request for redemption will be
deemed received until received by the person, department or office so
designated. Unless withdrawn as provided in Section 10.5, all such requests
shall remain in effect until the Bonds which are the subject of such request
have been redeemed.

Section 10.7 Reserved.

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ARTICLE XI

MISCELLANEOUS

Section 11.1 Compliance Certificates and Opinions.

Upon any application or request by the Issuer to the Trustee to take
any action under any provision of this Indenture, the Issuer shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and 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
relating to such particular application or request, 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, including one furnished
pursuant to specific requirements of this Indenture relating to a particular
application or request (other than certificates provided pursuant to TIA
Section 314(a)(4)) shall include and shall be deemed to include (regardless of
whether specifically stated therein) the following:

(1) a statement that each individual signing such
certificate or opinion has 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
individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and

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

Section 11.2 Form of Documents Delivered to 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.

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Any certificate or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate 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 Issuer, stating that the
information with respect to such factual matters is in the possession of the
Issuer, unless such officer or 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. Any opinion of counsel may be based on
the written opinion of other counsel, in which event such Opinion of Counsel
shall be accompanied by a copy of such other counsel's opinion and shall
include a statement to the effect that such counsel believes that such counsel
and the Trustee may reasonably rely upon the opinion of such other counsel.

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.

Wherever in this Indenture, in connection with any application or
certificate or report to the Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as
evidence of the Issuer's compliance with any term hereof, it is intended that
the truth and accuracy, at the time of the granting of such application or at
the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however,
be construed to affect the Trustee's right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in
Section 6.1(b)(2).

Whenever in this Indenture it is provided that the absence of the
occurrence and continuation of a Default or Event of Default is a condition
precedent to the taking of any action by the Trustee at the request or
direction of the Issuer, then notwithstanding that the satisfaction of such
condition is a condition precedent to the Issuer's right to make such request
or direction, the Trustee shall be protected in acting in accordance with such
request or direction if it does not have knowledge of the occurrence and
continuation of such Default or Event of Default as provided in Section 6.1(d).

Section 11.3 Acts of Bondholders.

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to
be given or taken by Bondholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Bondholders in person or by agent 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 Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are

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herein sometimes referred to as the "Act" of the Bondholders 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
6.1) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Section.

(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a
witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Whenever such execution is
by an officer of a corporation or a member of a partnership on behalf
of such corporation or partnership, such certificate or affidavit
shall also constitute sufficient proof of his authority.

(d) Any request, demand, authorization, direction,
notice, consent, waiver or other action by the Holder of any Bonds
shall bind the Holder of every Bond issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the
Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Bonds.

(e) The Voting Record Date specified in this Indenture,
or in the related Series Supplement for any Series of Bonds, shall be
applicable with respect to all Acts of Bondholders under this Section
11.3.

Section 11.4 Notices, etc. to Trustee and Issuer.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Bondholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with

(1) the Trustee by any Bondholder or by the Issuer shall
be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with and received by the Trustee at its
Corporate Trust Office, or

(2) the Issuer by the Trustee or by any Bondholder shall
be sufficient for every purpose hereunder (except as provided in
Section 5.1(A)(3) and (4)) if in writing and mailed, first-class
postage-prepaid, to the Issuer addressed to it at 2711 N. Haskell,
Suite 1000, Dallas, Texas 75204 or at any other address previously
furnished in writing to the Trustee by the Issuer.

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Section 11.5 Notices and Reports to Bondholders; Waiver of
Notices.

Where this Indenture provides for notice to Bondholders of any event
or the mailing of any report to Bondholders, such notice or report shall be
sufficiently given (unless otherwise herein expressly provided) if mailed,
first-class postage prepaid, to each Bondholder affected by such event or to
whom such report is required to be mailed, at the address of such Bondholder as
it appears on the Bond Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice or the
mailing of such report. In any case where a notice or report to Bondholders is
mailed in the manner provided above, neither the failure to mail such notice or
report, nor any defect in any notice or report so mailed, to any particular
Bondholder shall affect the sufficiency of such notice or report with respect
to other Bondholders, and any notice or report which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given or
provided.

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 Bondholders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such 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 Bondholders 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 Trustee shall be deemed to be a
sufficient giving of such notice.

Section 11.6 Rules by Trustee and Agents.

The Trustee may make reasonable rules for any meeting of Bondholders.
Any Agent may make reasonable rules and set reasonable requirements for its
functions.

Section 11.7 Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with the duties
imposed by operation of TIA Section 318(c), the imposed duties under the TIA
shall control.

Section 11.8 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

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Section 11.9 Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer shall
bind its successors and assigns, whether so expressed or not.

Section 11.10 Severability.

In case any provision in this Indenture or in the Bonds shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.11 Benefits of Indenture.

Nothing in this Indenture or in the Bonds, expressed or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, any separate trustee or co-trustee appointed under Section 6.14, any
alternate trustee appointed under Section 6.16 and the Bondholders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

Section 11.12 Legal Holidays.

In any case where the date of any Payment Date, Redemption Date,
Special Payment Date, or any other date on which principal of or interest on
any Bond or Overdue Bond is proposed to be paid shall not be a Business Day,
then (notwithstanding any other provision of the Bonds 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 nominal date of
any such Payment Date, Redemption Date, Special Payment Date, or other date for
the payment of principal of or interest on any Bond or Overdue Bond, as the
case may be, and no interest shall accrue for the period from and after any
such nominal date, provided such payment is made in full on such next
succeeding Business Day.

Section 11.13 GOVERNING LAW.

IN VIEW OF THE FACT THAT BONDHOLDERS ARE EXPECTED TO RESIDE IN MANY
STATES AND OUTSIDE THE UNITED STATES AND THE DESIRE TO ESTABLISH WITH CERTAINTY
THAT THIS INDENTURE WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAW OF A STATE HAVING A WELL-DEVELOPED BODY OF COMMERCIAL
AND FINANCIAL LAW RELEVANT TO TRANSACTIONS OF THE TYPE CONTEMPLATED HEREIN,
THIS INDENTURE, EACH SERIES SUPPLEMENT AND EACH BOND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

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Section 11.14 Counterparts.

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

Section 11.15 Recording of Indenture.

This Indenture is subject to recording in any appropriate public
recording offices, such recording to be effected by the Issuer and at its
expense in compliance with any Opinion of Counsel delivered pursuant to Section
2.12(c) or 3.6.

Section 11.16 Corporate Obligation.

No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer or director
of the Issuer or the Trustee or of any predecessor or successor of the Issuer
or the Trustee with respect to the Issuer's obligations with respect to the
Bonds or the obligations of the Issuer or the Trustee under this Indenture or
any certificate or other writing delivered in connection herewith or therewith.

Section 11.17 Inspection.

The Issuer agrees that, on reasonable prior notice, it will permit any
representative of the Trustee, during the Issuer's normal business hours, to
examine all of the books of account, records, reports and other papers of the
Issuer, to make copies and extracts therefrom, to cause such books to be
audited by Independent Accountants selected by the Trustee, and to discuss its
affairs, finances and accounts with its officers, employees and Independent
Accountants (and by this provision the Issuer hereby authorizes its Accountants
to discuss with such representatives such affairs, finances and accounts), all
at such reasonable times and as often as may be reasonably requested. Any
expense incident to the exercise by the Trustee of any right under this Section
11.17 shall be borne by the Issuer.

Section 11.18 Usury.

The amount of interest payable or paid on any Bond under the terms of
this Indenture shall be limited to an amount which shall not exceed the maximum
nonusurious rate of interest allowed by the applicable laws of the United
States or the State of New York (whichever shall permit the higher rate), which
could lawfully be contracted for, charged or received (the "Highest Lawful
Rate"). In the event any payment of interest on any Bond exceeds the Highest
Lawful Rate, the Issuer stipulates that such excess amount will be deemed to
have been paid as a result of an error on the part of both the Trustee, acting
on behalf of the Holder of such Bond, and the Issuer, and the Holder receiving
such excess payment shall promptly, upon discovery of such error or upon notice
thereof from the Issuer or the Trustee, refund the amount of such excess or, at
the option of the Trustee, apply the excess to the payment of principal of such
Bond, if any, remaining unpaid. In

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<PAGE> 133
addition, all sums paid or agreed to be paid to the Trustee for the benefit of
Holders of Bonds for the use, forbearance or detention of money shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full term of such Bonds.

Section 11.19 REMIC Status.

The provisions of this Indenture shall be construed so as to carry out
the intention of the parties that the Trust Estate and any other assets
specified in such REMIC election or elections and securing a Series of Bonds,
be treated as a REMIC, if a REMIC election or elections has or have been made
or will be made in respect of the Trust Estate or such other assets, at all
times so long as any Bond of such Series is Outstanding (or would be treated as
Outstanding for purposes of a Non-Disqualification Opinion).

Section 11.20 Reserved.

Section 11.21 Appointment of Tax Matters Partner.

If a REMIC election or elections has or have been made or will be made
in respect of the Trust Fund or any other assets specified in such REMIC
election or elections which assets secure the Bonds of a Series, the tax
matters partner for each such REMIC and for all purposes of the Code shall be
the Person designated as such in the related Series Supplement.

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<PAGE> 134
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Indenture to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.

CMC SECURITIES CORPORATION IV

By:
-------------------------------------
Name: Wade Walker
Title: Vice President-
Asset and Liability Management

STATE OF TEXAS )
: ss.:
COUNTY OF DALLAS )

On the ____ day of October, 1997, before me personally came Wade
Walker to me known, who, being by me duly sworn, did depose and say that he
resides in Dallas, Texas; that he is a Vice President of CMC SECURITIES
CORPORATION IV, the corporation described in and that executed the above
instrument; and that he signed his name thereto by order of the Board of
Directors of said Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

-----------------------------------
Notary Public

Indenture - Signature Page
<PAGE> 135
U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:
-----------------------------------
Christina Hatfield
Vice President

STATE OF TEXAS )
: ss.:
COUNTY OF DALLAS )

On the ____ day of October, 1997 before me personally came Christina
Hatfield to me known, who, being by me duly sworn, did depose and say that she
resides in St. Paul, Minnesota; that she is a Vice President of U.S. Bank
National Association, the national banking association described in and that
executed the above instrument as Trustee; and that she signed her name thereto
by order of the Board of Directors of said national banking association.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

-------------------------------------
Notary Public

Indenture - Signature Page

<PAGE> 1
EXHIBIT 4.2

CMC SECURITIES CORPORATION IV,

Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

Series 1997-2 Supplement

Dated as of October 29, 1997

INDENTURE

Dated as of October 1, 1997

$937,999,459
COLLATERALIZED MORTGAGE OBLIGATIONS

Series 1997-2
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
PAGE
<S> <C> <C>
PRELIMINARY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

GRANTING CLAUSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . 2
Section 2. Designation. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3. Dating of Series 1997-2 Bonds; Accrual Date Bonds. . . . . . . 24
Section 4. Transfer of ERISA Restricted and ERISA Prohibited Bonds. . . . 25
Section 5. Aggregate Principal Amount; Classes. . . . . . . . . . . . . . 25
Section 6. Denominations of Series 1997-2 Bonds . . . . . . . . . . . . . 29
Section 7. Authentication of Series 1997-2 Bonds. . . . . . . . . . . . . 29
Section 8. Payment Dates. . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 9. Places for Payment of Principal of Series 1997-2 Bonds;
Payments on Book-Entry Bonds . . . . . . . . . . . . . . . . . 29
Section 10. Payment on the Bonds Before Acceleration . . . . . . . . . . . 30
Section 11. Payment on the Bonds On and After Acceleration . . . . . . . . 41
Section 12. Allocation of Realized Losses. . . . . . . . . . . . . . . . . 41
Section 13. Transfer of Certificates to Trustee; Deposits to Collection
Account; Pledged Accounts. . . . . . . . . . . . . . . . . . . 44
Section 14. Requirements for Issuance of Series 1997-2 Bonds . . . . . . . 44
Section 15. Calculations with Respect to Underlying Mortgage Loans . . . . 44
Section 16. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 17. Actions by Trustee as Holder of Conventional Certificates. . . 45
Section 18. REMIC Administration . . . . . . . . . . . . . . . . . . . . . 46
Section 19. Form of Series 1997-2 Bonds; Matters Relating to Book Entry
Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 20. The Bond Administrator and the Trustee . . . . . . . . . . . . 52
Section 21. Supplements, Modifications and Ratifications of Indenture. . . 52
Section 22. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 23. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 24. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
</TABLE>

Schedule A - Schedule of Certificates
Appendix A - Planned Principal Balances
Appendix B - Targeted Principal Balances

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<PAGE> 3
EXHIBITS

<TABLE>
<S> <C> <C>
Exhibit A-1 - Form of Bond (Class IA-2, IA-3, IA-4, IA-5, IA-6, IA-7, IA-8, IA-9, IA-11, IA-12, IA-13, IA-14,
IA-15, IIA-1, IIA-2, IIA-3, IIA-4, IIA-5 and IIA-6)
Exhibit A-2 - Form of Bond (Class IA-10 and IIA-5)
Exhibit A-3 - Form of Bond (Class IA-1)
Exhibit A-4 - Form of Bond (Class IX and IIX)
Exhibit A-5 - Form of Bond (Class B-1, B-2 and B-3)
Exhibit A-6 - Form of Bond (Class B-4, B-5 and B-6)
Exhibit A-7 - Form of Bond (Class RL)
Exhibit A-8 - Form of Bond (Class RU)
Exhibit B - Transferee Affidavit and Agreement (Residual Bonds)
Exhibit C-1 - Investor Representation Letter (Private Securities)
Exhibit C-2 - Transferor Representation Letter (Private Securities)
Exhibit C-3 - Rule 144A Investment Representation (Private Securities)
Exhibit D - Letter of Representations
Exhibit E - Transferor Certificate (Residual Bonds)
</TABLE>

-ii-
<PAGE> 4
Series 1997-2 Supplement dated as of October 29, 1997, between CMC
SECURITIES CORPORATION IV, a Delaware corporation (together with its successors
and assigns as provided in the Indenture referred to below, the "Issuer") and
U.S. BANK NATIONAL ASSOCIATION, a national banking association (together with
its successors in trust thereunder as provided in the Indenture, the
"Trustee"), as trustee under an Indenture dated as of October 1, 1997 (such
Indenture, as thereafter amended and supplemented, is referred to herein as the
"Indenture").

PRELIMINARY STATEMENT

Section 2.3 of the Indenture provides, among other things, that the
Issuer, when authorized by its Board of Directors, and the Trustee may enter
into an indenture supplemental to the Indenture for the purpose of authorizing
a Series of Bonds and to specify certain terms of such Series of Bonds. The
Board of Directors of the Issuer has duly authorized the creation of a Series
of Bonds in an aggregate principal amount of $937,999,459 to be known as its
Collateralized Mortgage Obligations, Series 1997-2 (the "Series 1997-2 Bonds"),
and the Issuer and the Trustee are executing and delivering this Series 1997-2
Supplement in order to provide for the Series 1997-2 Bonds. All terms used in
this Series 1997-2 Supplement that are defined in the Indenture, either
directly or by reference therein, have the meanings assigned to them therein as
supplemented by Section 1 hereof, if applicable, except to the extent the
context clearly requires otherwise. Any such defined term that is defined in
the Indenture as relating to a particular Series rather than to all Bonds
generally shall, when used in this Series 1997-2 Supplement, relate to the
Series 1997-2 Bonds, whether or not expressly so stated herein.

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee, for the exclusive benefit of
the Holders of the Series 1997-2 Bonds, all of the Issuer's right, title and
interest in and to (a) the mortgage pass-through certificates listed in
Schedule A to this Series 1997-2 Supplement, which the Issuer has caused to be
delivered to the Trustee herewith and which Conventional Certificates evidence
interests in pools of mortgage loans on single family residential properties,
and all Distributions with respect thereto payable at any time on or after the
first Distribution Date, (b) each Pledged Account for the Series 1997-2 Bonds,
including all income from the investment of funds in each such Pledged Account,
and (c) all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid property. Such Grants are made, however,
in trust, to secure the Series 1997-2 Bonds, equally and ratably, without
prejudice or distinction between any Series 1997-2 Bond and any other Series
1997-2 Bond by reason of difference in time of issuance or otherwise, and to
secure (i) the payment of all amounts due on the Series 1997-2 Bonds as such
amounts become due in accordance with their terms, (ii) the payment of all
other sums payable under the Indenture or this Series 1997-2 Supplement with
respect to the Series 1997-2 Bonds, and (iii) compliance with the provisions of
the Indenture and this Series 1997-2 Supplement with respect to the Series
1997-2 Bonds, all as provided in the Indenture and this Series 1997- 2
Supplement.

<PAGE> 5
The Trustee acknowledges such Grants, accepts the trusts hereunder in
accordance with the provisions hereof and of the Indenture, and agrees to
perform the duties herein or therein required in accordance with Article VI of
the Indenture.

Section 1. Certain Defined Terms.

Sections 1.1 and 2.3 of the Indenture provide that the meaning of
certain defined terms used in the Indenture shall, when applied to the Bonds of
a particular Series, be as defined in said Section 1.1 but with such additional
provisions as are specified in the related Series Supplement. With respect to
the Series 1997-2 Bonds, the following provisions shall govern the defined
terms set forth below:

"Accrual Date": With respect to all Classes of Bonds which pay or
accrue interest, other than the LIBOR Bonds, October 1, 1997, and with respect
to the LIBOR Bonds October 25, 1997.

"Accrued Interest": With respect to any Payment Date, for any Class
of Bonds or any Component (other than Component IA-1-1 and Component IA-1-4
(and related Sub-Components)), the amount of interest accrued on the respective
Class Principal Balance, Component Principal Balance, Class Notional Amount or
in the case of Component IA-1-3, the Component IA-1-3 Notional Amount, as
applicable, at 1/12th of the related Bond Interest Rate for such Class or
Component during the related Interest Accrual Period, before giving effect to
allocations of Realized Losses for such Interest Accrual Period or payments to
be made on such Payment Date, reduced by Uncompensated Interest Shortfall and
the interest portion of Realized Losses allocated to such Class or Component
pursuant to the definition of "Uncompensated Interest Shortfall" and Section 12
respectively; provided, however, that (a) in the case of Component IA-1-2, on
each Payment Date on or before the Component IA-1-2 Accretion Termination Date,
such amount shall be reduced by the Component IA-1-2 Accrual Amount, and (b) in
the case of the Class IA-4 Bonds, on each Payment Date on or before the Class
IA-4 Accretion Termination Date, such amount shall be reduced by the Class IA-4
Accrual Amount. The Accrued Interest for the Components IA-1-1 and IA-1-4 of
the Class IA-1 Bonds on any Payment Date shall equal zero.

"Available Funds": As defined in the Pooling and Servicing Agreement.

"Bankruptcy Coverage": As defined in the Pooling and Servicing
Agreement.

"Bankruptcy Loss": As defined in the Pooling and Servicing Agreement.

"Bond Administrator": As defined in the Pooling and Servicing
Agreement.

"Bond Group": Either of the Group I Bonds or the Group II Bonds.

"Bond Interest Rate": With respect to any Bond or Component, the
annual interest rate thereon specified in Section 5.

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<PAGE> 6
"Bond Redemption Date": The "Optional Termination Date" as defined in
the Pooling and Servicing Agreement.

"Book Entry Bonds": As defined in Section 3(b) hereof.

"Business Day": As defined in the Pooling and Servicing Agreement.

"Certificate Trustee": As defined in the Pooling and Servicing
Agreement.

"Class": Each class subdivision of the Bonds created hereunder
pursuant to Section 5.

"Class IA-4 Accretion Termination Date": The earlier to occur of (i)
the Payment Date on which the Component IA-1-2 Principal Balance has been
reduced to zero and (ii) the Group I Credit Support Depletion Date.

"Class IA-4 Accrual Amount": With respect to a Payment Date, an
amount equal to the Accrued Interest (calculated without giving effect to the
proviso of the definition of such term) with respect to the Class IA-4 Bonds
for such Payment Date.

"Class IA-1 Bond": Any one of the Class IA-1 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-3.

"Class IA-2 Bond": Any one of the Class IA-2 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-3 Bond": Any one of the Class IA-3 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-4 Bond": Any one of the Class IA-4 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-5 Bond": Any one of the Class IA-5 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-6 Bond": Any one of the Class IA-6 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-7 Bond": Any one of the Class IA-7 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-8 Bond": Any one of the Class IA-8 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-9 Bond": Any one of the Class IA-9 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

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<PAGE> 7
"Class IA-10 Bond": Any one of the Class IA-10 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-2.

"Class IA-10 Notional Amount": As of any date of determination, the
Class IA-9 Principal Balance as of such date of determination.

"Class IA-11 Bond": Any one of the Class IA-11 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-12 Bond": Any one of the Class IA-12 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-13 Bond": Any one of the Class IA-13 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-14 Bond": Any one of the Class IA-14 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA-15 Bond": Any one of the Class IA-15 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IA Lockout Bonds": The Class IA-5, Class IA-6, Class IA-11 and
Class IA-12 Bonds.

"Class IA Lockout Liquidation Amount": With respect to a Class of the
Class IA Lockout Bonds and a Payment Date, the aggregate of, for each Group I
Loan which became a Liquidated Loan during the calendar month preceding the
month of such Payment Date, the lesser of (i) the Class IA Lockout Percentage
for such Class of the Scheduled Principal Balance of such Mortgage Loan
(exclusive of the Sub-Component IA-1- 4I Fraction thereof, if applicable) and
(ii) the Class IA Lockout Percentage for such Class on any Payment Date
occurring prior to November 2002, and the Class IA Lockout Prepayment
Percentage on any Payment Date thereafter, in each case, of the Group I
Liquidation Principal with respect to such Mortgage Loan.

"Class IA Lockout Percentage": With respect to any Payment Date (i) in
the case of either the Class IA-5 Bonds or the Class IA-6 Bonds, a fraction
expressed as a percentage equal to the Class Principal Balance of such Class of
Bonds, divided by the aggregate of the Class Principal Balance of the Group I
Bonds and the Residual Bonds and the Component Principal Balances of the Group
I Subordinate Components (less the Component IA-1-4 Principal Balance) in each
case immediately prior to such Payment Date, (ii) in the case of either the
Class IA-11 or Class IA-12 Bonds (a) with respect to any Payment Date occurring
prior to the Payment Date in November 2002, 0% and (b) with respect to any
Payment Date occurring in November 2002 and thereafter, a fraction expressed as
a percentage equal to the Class Principal Balance of such Class of Bonds
divided by the aggregate Class Principal Balance of the Group I Bonds and the
Residual Bonds and the Component Principal Balances of the Group I Subordinate
Components (less the Component IA-1-4 Principal Balance) in each case
immediately prior to such Payment Date.

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<PAGE> 8
"Class IA Lockout Prepayment Percentage": With respect to a Class of
Class IA Lockout Bonds and a Payment Date, the product of (a) the Class IA
Lockout Percentage for such Payment Date with respect to such Class and (b) the
applicable Step Down Percentage for such Payment Date.

"Class IA Lockout Principal Payment Amount": For any Payment Date and
a Class of the Class IA Lockout Bonds, the sum of (i) the Class IA Lockout
Percentage for such Class and such Payment Date of the applicable Principal
Payment Amount for Group I (exclusive of the portion thereof attributable to
the applicable Sub-Component IA-1-4I Discount Mortgage Loan Principal Payment
Amount), (ii) the Class IA Lockout Prepayment Percentage for such Class and
such Payment Date of the applicable Principal Prepayment Amount for Group I
(exclusive of the portion thereof attributable to the applicable Sub-Component
IA-1-4I Discount Mortgage Loan Principal Payment Amount) and (iii) the Class IA
Lockout Liquidation Amount for such Class and such Payment Date.

"Class IX Bond": Any one of the Class IX Bonds executed by the Issuer
and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-4.

"Class IX Notional Amount": With respect to any Payment Date, 46% of
the Group I WAC IO Notional Amount with respect to such Payment Date.

"Class IIA-1 Bond": Any one of the Class IIA-1 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IIA-2 Bond": Any one of the Class IIA-2 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IIA-3 Bond": Any one of the Class IIA-3 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IIA-4 Bond": Any one of the Class IIA-4 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

"Class IIA-5 Bond": Any one of the Class IIA-5 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-2.

"Class IIA-5 Notional Amount": The Class IIA-4 Principal Balance as
of any date of determination.

"Class IIA-6 Bond": Any one of the Class IIA-6 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-1.

Class IIA-6 Lockout Liquidation Amount": With respect to a Payment
Date, the aggregate of, for each Group II Mortgage Loan which became a
Liquidated Loan during the calendar month preceding the month of such Payment
Date, the lesser of (i) the Class IIA-6 Lockout Percentage of the Scheduled
Principal Balance of such Mortgage Loan (exclusive of the Sub-Component
IA-1-4II

-5-
<PAGE> 9
Fraction thereof, if applicable) and (ii) the Class IIA-6 Lockout on any
Payment Date occurring prior to November 2002, and the Class IIA-6 Lockout
Prepayment Percentage on any Payment Date thereafter, in each case, of the
Group II Liquidation Principal with respect to such Mortgage Loan.

"Class IIA-6 Lockout Percentage": With respect to a Payment Date, a
fraction, expressed as a percentage, equal to the Class IIA-6 Principal Balance
immediately prior to such Payment Date divided by the aggregate of the Class
Principal Balances of the Group II Bonds and the Component Principal Balances
of the Group IIB Components, in each case immediately prior to such Payment
Date.

"Class IIA-6 Lockout Prepayment Percentage": With respect to a
Payment Date, the product of (a) the Class IIA- 6 Lockout Percentage for such
Payment Date and (b) the applicable Step Down Percentage for such Payment Date.

"Class IIA-6 Lockout Principal Payment Amount": With respect to a
Payment Date, the sum of (i) the Class IIA-6 Lockout Percentage for such
Payment Date of the applicable Principal Payment Amount for Group II (exclusive
of the portion thereof attributable to the applicable Sub-Component IA-1-4II
Discount Mortgage Loan Principal Payment Amount), (ii) the Class IIA-6 Lockout
Prepayment Percentage for such Payment Date of the applicable Principal
Prepayment Amount for Group II (exclusive of the portion thereof attributable
to the applicable Sub-Component IA-1-4II Discount Mortgage Loan Principal
Payment Amount) and (iii) the Class IIA-6 Lockout Liquidation Amount for such
Payment Date.

"Class IIX Bond": Any one of the Class IIX Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-4.

"Class IIX Notional Amount": With respect to any Payment Date the
product of (x) the aggregate Scheduled Principal Balance of the Group II
Premium Rate Loans, as of the second preceding Due Date after giving effect to
payments scheduled to be received as of such Due Date, whether or not received,
or with respect to the initial Payment Date, as of the Cut-Off Date, and (y) a
fraction, the numerator of which is the weighted average of the Stripped
Interest Rates for the Group II Premium Rate Loans as of such Due Date and the
denominator of which is 7.250%.

"Class X Bonds": The Class IX and Class IIX Bonds.

"Class B-1 Bond": Any one of the Class B-1 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-5.

"Class B-2 Bond": Any one of the Class B-2 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-5.

"Class B-3 Bond": Any one of the Class B-3 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-5.

-6-
<PAGE> 10
"Class B-4 Bond": Any one of the Class B-4 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-6.

"Class B-5 Bond": Any one of the Class B-5 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-6.

"Class B-6 Bond": Any one of the Class B-6 Bonds executed by the
Issuer and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-6.

"Class B Loan Group Component Balance": At any time for either Loan
Group shall equal the then outstanding aggregate Scheduled Principal Balances
of the Mortgage Loans in such Loan Group minus the aggregate of the then
outstanding Class Principal Balances of the Group IA Bonds (not including the
Sub-Component IA-1-4II Principal Balance), with respect to Group I, or minus
the aggregate of the then outstanding Class Principal Balances of the Group II
Bonds and Sub-Component IA-1-4II Principal Balance of Component IA-1-4, with
respect to Group II. Upon reduction of the Class Principal Balances of the
Group IA Bonds (other than the Component IA-1-4 Principal Balance), or the
Class Principal Balances of the Group IIA Bonds, as applicable, to zero, the
Group I Senior Prepayment Percentage or the Group II Senior Prepayment
Percentage, as appropriate, will equal 0%. Notwithstanding the above, if on
any Payment Date, the delinquencies or Realized Losses with respect to the
related Loan Group exceed the limits specified in the definitions of Group I
Senior Prepayment Percentage or Group II Senior Prepayment Percentage, as
applicable, such that no reduction may be made as described above of the Group
I Senior Prepayment Percentage or Group II Senior Prepayment Percentage as
applicable, or if the Group I Senior Percentage for Group II Senior Percentage
exceeds the initial Group I Senior Percentage or Group II Senior Percentage,
respectively then both the Group I Senior Prepayment Percentage and Group II
Senior Prepayment Percentage for such Payment Date will equal 100%.

"Class RL Bond": Any one of the Class RL Bonds executed by the Issuer
and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-7.

"Class RU Bond": Any one of the Class RU Bonds executed by the Issuer
and authenticated and delivered by the Trustee substantially in the form
annexed as Exhibit A-8.

"Class Imputed Principal Balance": As used in the Indenture, "Class
Imputed Principal Balance" shall have the same meaning as "Class Principal
Balance" as defined herein.

"Class Notional Amount": With respect to the Class IX Certificates,
the Class IX Notional Amount; with respect to the Class IIX Certificates, the
Class IIX Notional Amount; and with respect to Component IA-1-3, the Component
IA-1-3 Notional Amount.

"Class Principal Balance": For any Class of Bonds, other than the
Class IA-1, Class IA-9, Class IX, Class IIX, Class IA-10, Class IIA-5 and
Subordinate Bonds, the applicable initial Class Principal Balance therefor set
forth in Section 5, as reduced from time to time by (x) payments of principal
to Bondholders of such Class and (y) the portion of Realized Losses allocated
to the Class Principal Balance of such Class pursuant to Section 12 with
respect to a given Payment Date. For

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<PAGE> 11
any Payment Date, the reduction of the Class Principal Balance of any Class of
Bonds pursuant to Section 12 shall be deemed effective prior to the
determination and payment of principal on such Class pursuant to Section 10.
In addition to the foregoing, on each Payment Date on or before the Class IA-4
Accretion Termination Date, the Class Principal Balance of the Class IA-4 Bonds
will be increased by the Class IA-4 Accrual Amount for such Payment Date. The
Class Principal Balance for the Class IA-1 Bonds shall be referred to as the
"Class IA-1 Principal Balance," the Class Principal Balance for the Class IA-2
Bonds shall be referred to as the "Class IA-2 Principal Balance" and so on. The
Principal Balance of each Class having Components shall equal the sum of the
related Component Principal Balances. The Class IX, Class IIX, Class IA-10 and
Class IIA-5 Principal Balances shall be zero.

"Clearing Agency": The registered Holder of the single Bond
evidencing each Class of the Book Entry Bonds. The initial Clearing Agency
with respect to each Class of Book Entry Bonds shall be The Depository Trust
Company of New York, the nominee for which is Cede & Co. The Clearing Agency
shall at all times be a "clearing corporation" as defined in Article 8 of the
Uniform Commercial Code of the State of New York.

"Closing Date": As defined in the Pooling and Servicing Agreement.

"Combined Targeted Principal Balance": With respect to a Payment
Date, the amount set forth as the "Combined Targeted Principal Balance" on
Appendix B hereto.

"Component": A portion of the Class IA-1 or the Class IA-9 Bonds, or
of a Class of the Subordinate Bonds, representing parts of the entitlement of
such Class to principal and/or interest as described in Section 5 and the
remainder of this Series 1997-2 Supplement.

"Component IA-1-1": A Component of the Class IA-1 Bonds identified
and having the characteristics described in Section 5.

"Component IA-1-2": A Component of the Class IA-1 Bonds identified
and having the characteristics described in Section 5.

"Component IA-1-2 Accretion Termination Date": The earlier to occur
of (i) the Payment Date on which the Class Principal Balances of the Class
IA-3, Class IA-7 and Class IA-15 Bonds have been reduced to zero and (ii) the
Group I Credit Support Depletion Date.

"Component IA-1-2 Accrual Amount": With respect to a Payment Date, an
amount equal to the Accrued Interest (calculated without giving effect to the
proviso of the definition of such term) with respect to Component IA-1-2 for
such Payment Date.

"Component IA-1-2 Targeted Principal Balance": With respect to a
Payment Date, the amount set forth as the "Component IA-1-2 Targeted Principal
Balance" on Appendix B hereto.

"Component IA-1-3": A Component of the Class IA-1 Bonds identified
and having the characteristics described in Section 5.

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"Component IA-1-3 Notional Amount": With respect to any Payment Date,
54% of the Group I WAC IO Notional Amount with respect to such Payment Date.

"Component IA-1-4": A Component of the Class IA-1 Bonds identified
and having the characteristics described in Section 5 and consisting of the
Sub-Component IA-1-4II and Sub-Component IA-1-4III.

"Component IA-9-1": A Component of the Class IA-9 Bonds identified
and having the characteristics described in Section 5.

"Component IA-9-2": A Component of the Class IA-9 Bonds identified
and having the characteristics described in Section 5.

"Component IA-9-3": A Component of the Class IA-9 Bonds identified
and having the characteristics described in Section 5.

"Component IB-1": A Component of the Class B-1 Bonds identified and
having the characteristics described in Section 5.

"Component IB-2": A Component of the Class B-2 Bonds identified and
having the characteristics described in Section 5.

"Component IB-3": A Component of the Class B-3 Bonds identified and
having the characteristics described in Section 5.

"Component IB-4": A Component of the Class B-4 Bonds identified and
having the characteristics described in Section 5.

"Component IB-5": A Component of the Class B-5 Bonds identified and
having the characteristics described in Section 5.

"Component IB-6": A Component of the Class B-6 Bonds identified and
having the characteristics described in Section 5.

"Component IIB-1": A Component of the Class B-1 Bonds identified and
having the characteristics described in Section 5.

"Component IIB-2": A Component of the Class B-2 Bonds identified and
having the characteristics described in Section 5.

"Component IIB-3": A Component of the Class B-3 Bonds identified and
having the characteristics described in Section 5.

"Component IIB-4": A Component of the Class B-4 Bonds identified and
having the characteristics described in Section 5.

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"Component IIB-5": A Component of the Class B-5 Bonds identified and
having the characteristics described in Section 5.

"Component IIB-6": A Component of the Class B-6 Bonds identified and
having the characteristics described in Section 5.

"Component Principal Balance": For any Component of the Class IA-1
(other than Components IA-1-3 and IA-1-4), Class IA-9 or Subordinate Bonds, the
applicable initial Component Principal Balance therefor set forth in Section 5,
as reduced from time to time by (x) payments of principal to the Class IA-1
(other than Components IA-1-3 and IA-1-4), Class IA-9 or Subordinate Bonds, as
applicable, in respect of such Component and (y) the portion of Realized Losses
allocated to the Component Principal Balance of such Component pursuant Section
12 with respect to a given Payment Date. In addition to the foregoing, on each
Payment Date on or before the Component IA-1-2 Accretion Termination Date, the
Component Principal Balance of Component IA-1-2 shall be increased by the
Component IA-1-2 Accrual Amount for such Payment Date. For any Payment Date,
the reduction of the Component Principal Balance of any Component pursuant to
Section 12 shall be deemed effective prior to the determination and payment of
principal on such Component pursuant to Section 10. Notwithstanding the
foregoing, any amounts paid in respect of losses pursuant to paragraphs
(a)(xii) or (b)(xii) of Section 10 shall not cause a further reduction in the
Component Principal Balance. The Component Principal Balance of Component
IA-1-3 shall be zero. The Component Principal Balance for Component IA-1-1
shall be referred to as the "Component IA-1-1 Component Principal Balance," the
Component Principal Balance for Component IA-1-2 shall be referred to as the
"Component IA-1-2 Component Principal Balance" and so on. The Component IA-1-4
Component Principal Balance shall equal the sum of the Sub-Component Principal
Balances of Sub-Component IA-1-4I and Sub-Component IA-1-4II.

"Conventional Certificates": The certificates pledged to secure the
Series 1997-2 Bonds, as set forth on Schedule A hereto.

"Corporate Trust Office": As defined in the Pooling and Servicing
Agreement.

"Corresponding Class": With respect to any Lower Tier Interest, the
Class, Classes, Component or Components appearing opposite such Lower Tier
Interest in the table included in Section 18(n).

"Curtailments": As defined in the Pooling and Servicing Agreement.

"Cut-Off Date": As defined in the Pooling and Servicing Agreement.

"Determination Date": As defined in the Pooling and Servicing
Agreement.

"Distribution Date": As defined in the Pooling and Servicing
Agreement.

"Due Date": As defined in the Pooling and Servicing Agreement.

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"ERISA Prohibited Bonds": The Class RU and Class RL Bonds.

"ERISA Restricted Bonds": The Class IA-1, Class IX, Class IIX, Class
IA-10, Class IIA-5 Class B-3, Class B-4, Class B-5 and Class B-6 Bonds.

"Excess Bankruptcy Losses": Bankruptcy Losses incurred on Mortgage
Loans in excess of Bankruptcy Coverage for the related Loan Group.

"Excess Fraud Losses": Fraud Losses incurred on Mortgage Loans in
excess of Fraud Coverage for the related Loan Group.

"Excess Losses": Excess Bankruptcy Losses, Excess Fraud Losses and
Excess Special Hazard Losses.

"Excess Special Hazard Losses": Special Hazard Losses incurred on
Mortgage Loans in excess of Special Hazard Coverage for the related Loan Group.

"Floater Bonds": The Class IA-9 and Class IIA-4 Bonds.

"Fraud Coverage": As defined in the Pooling and Servicing Agreement.

"Fraud Loss": As defined in the Pooling and Servicing Agreement.

"Group I Bonds": The Group IA and Class IX Bonds.

"Group IA Bonds": The Class IA-1, Class IA-2, Class IA-3, Class IA-4,
Class IA-5, Class IA-6, Class IA-7, Class IA-8, Class IA-9, Class IA-10, Class
IA-11, Class IA-12, Class IA-13, Class IA-14 and Class IA-15 Bonds.

"Group I Credit Support Depletion Date": The first Payment Date on
which the Group I Senior Percentage for such Payment Date equals 100%.

"Group I Discount Loan": A Group I Loan with a Net Mortgage Rate of
less than 7.25% per annum.

"Group I Junior Subordinate Components": The IB-4, IB-5 and IB-6
Components.

"Group I Loan": As defined in the Pooling and Servicing Agreement.

"Group I Liquidation Principal": With respect to a Payment Date, the
principal portion of Liquidation Proceeds received with respect to a Group I
Loan which became a Liquidated Loan (but not in excess of the principal balance
thereof) during the calendar month preceding the month of such Payment Date,
exclusive of the portion thereof attributable to the applicable Sub-Component
IA-1-4I Discount Mortgage Loan Principal Payment Amount for such Payment Date.

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<PAGE> 15
"Group I Premium Rate Loan": A Group I Loan that is a Premium Rate
Loan.

"Group I Senior Liquidation Amount": With respect to a Payment Date,
the aggregate of, for each Group I Loan which became a Liquidated Loan during
the calendar month preceding the month of such Payment Date, the lesser of (i)
the Group I Senior Percentage for such Payment Date of the Scheduled Principal
Balance of such Mortgage Loan (exclusive of the Sub-Component IA-1-4I Fraction
thereof, with respect to any Group I Discount Loan) and (ii) the Group I Senior
Prepayment Percentage for such Payment Date of the Group I Liquidation
Principal for such Payment Date with respect to such Mortgage Loan.

"Group I Senior Percentage": For any Payment Date, the lesser of (i)
100% and (ii) a fraction, expressed as a percentage, equal to the sum of the
Class Principal Balances of the Group IA Bonds and the Residual Bonds (less the
Component IA-1-4I Principal Balance), divided by the aggregate of the Class
Principal Balances of the Group I Bonds and Component Principal Balances of the
Group I Subordinate Components (less the Component IA-1-4 Principal Balance),
in each case immediately prior to such Payment Date.

"Group I Senior Prepayment Percentage": For any Payment Date
occurring prior to November 2002, 100%; for any Payment Date in November 2002
through and including October 2003, the Group I Senior Percentage for such
Payment Date plus 70% of the Subordinate Percentage for Group I for such
Payment Date; for any Payment Date occurring in November 2003 through and
including October 2004, the Group I Senior Percentage for such Payment Date
plus 60% of the Subordinate Percentage for Group I for such Payment Date; for
any Payment Date occurring in November 2004 through and including October 2005,
the Group I Senior Percentage for such Payment Date plus 40% of the Subordinate
Percentage for Group I for such Payment Date; for any Payment Date occurring in
November 2005 through and including October 2006, the Group I Senior Percentage
for such Payment Date plus 20% of the Subordinate Percentage for Group I for
such Payment Date; and for any Payment Date occurring in or after November
2006, the Group I Senior Percentage for such Payment Date. Any scheduled
reduction to the Group I Senior Prepayment Percentage described above shall not
be made as of any Payment Date unless for Group I both (i)(X) the average
outstanding principal balance of the Group I Loans delinquent 60 days or more
over the last six months, as a percentage of the Class B Loan Group Component
Balance for Group I, is less than 50% or (Y) the average outstanding principal
balance of the Group I Loans delinquent 60 days or more over the last six
months, as a percentage of the aggregate average outstanding principal balance
of all Group I Loans over the last six months, does not exceed 2% and (ii)
Realized Losses on the Group I Loans to date for such Payment Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the first Payment Date, are less than 30%, 35%, 40%, 45% or
50%, respectively, of the initial Class B Loan Group Component Balance for
Group I. Upon reduction of the Class Principal Balances of the Group IA Bonds
(other than the Component IA-1-4 Principal Balance) to zero, the Group I Senior
Prepayment Percentage will equal 0%. Notwithstanding the above, if on any
Payment Date, the delinquencies or Realized Losses with respect to the Group I
Loans exceed the limits described above such that no reduction of the Group I
Senior Prepayment Percentage may be made as set forth above, or if the Group I
Senior Percentage for such Payment Date exceeds the initial Group I Senior
Percentage, then the Group I Senior Prepayment Percentage for such Payment Date
will equal 100%. If on any Payment Date the

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<PAGE> 16
allocation to the Group I Senior Bonds (other than Component IA-1-4) of
Principal Prepayments in the percentage required would reduce the sum of the
Class Principal Balances (and Component Principal Balances) of the Group I
Senior Bonds (other than Component IA-1-4) below zero, the Group I Senior
Prepayment Percentage for such Payment Date shall be limited to the percentage
necessary to reduce such sum to zero. Notwithstanding the foregoing, however,
on each Payment Date, Sub-Component IA-1-4I shall receive the Sub-Component
IA-1-4I Fraction of all principal payments, including, without limitation,
Principal Prepayments, received in respect to each Group I Discount Loan.

"Group I Senior Principal Payment Amount": For any Payment Date, the
sum of (i) the Group I Senior Percentage for such Payment Date of the Principal
Payment Amount for Group I for such Payment Date (exclusive of the portion
thereof attributable to the Sub-Component IA-1-4I Discount Mortgage Loan
Principal Payment Amount for such Payment Date), (ii) the Group I Senior
Prepayment Percentage of the Principal Prepayment Amount for Group I for such
Payment Date (exclusive of the portion thereof attributable to the
Sub-Component IA-1-4I Discount Mortgage Loan Principal Payment Amount for such
Payment Date), and (iii) the Group I Senior Liquidation Amount for such Payment
Date.

"Group I Senior Subordinate Components": The IB-1, IB-2 and IB-3
Components.

"Group I Subordinate Components": The Group I Senior Subordinate
Components and Group I Junior Subordinate Components.

"Group I Subordinate Liquidation Amount": For any Payment Date, the
excess, if any, of the aggregate Liquidation Principal for all Group I Loans
which became Liquidated Loans during the calendar month preceding the month of
such Payment Date, over the Group I Senior Liquidation Amount for such Payment
Date.

"Group I Subordinate Percentage": For any Payment Date, the excess of
100% over the Group I Senior Percentage for such Payment Date.

"Group I Subordinate Prepayment Percentage": For any Payment Date,
the excess of 100% over the Group I Senior Prepayment Percentage for such
Payment Date; provided, however, that if the Class Principal Balances of the
Group IA Bonds (other than the Component IA-1-4 Principal Balance) and Residual
Bonds have been reduced to zero, then the Group I Subordinate Prepayment
Percentage will equal 100%.

"Group I Subordinate Principal Payment Amount": For any Payment Date,
the excess of (A) the sum of (i) the Group I Subordinate Percentage for such
Payment Date of the Principal Payment Amount for Group I for such Payment Date
(exclusive of the portion thereof attributable to the Sub-Component IA-1-4I
Principal Payment Amount), (ii) the Group I Subordinate Prepayment Percentage
for such Payment Date of the Principal Prepayment Amount for Group I for such
Payment Date (exclusive of the portion thereof attributable to the
Sub-Component IA-1-4I Principal Payment Amount) and (iii) the Group I
Subordinate Liquidation Amount for such Payment Date

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<PAGE> 17
over (B) the amounts required to be paid to Sub-Component IA-1-4I pursuant to
Section 10(a)(iv) on such Payment Date.

"Group I WAC IO Notional Amount": With respect to any Payment Date,
the product of (x) the aggregate Scheduled Principal Balance of the Group I
Premium Rate Loans, as of the second preceding Due Date after giving effect to
payments scheduled to be received as of such Due Date, whether or not received,
or with respect to the initial Payment Date, as of the Cut-Off Date, and (y) a
fraction, the numerator of which is the weighted average of the Stripped
Interest Rates for the Group I Premium Rate Loans as of such Due Date and the
denominator of which is 7.250%.

"Group IB Subordinate Components": The IB-1, IB-2, IB-3, IB-4, IB-5
and IB-6 Components.

"Group II Bonds": The Group IIA and Class IIX Bonds.

"Group II Loan": As defined in the Pooling and Servicing Agreement.

"Group IIA Bonds": The Class IIA-1, Class IIA-2, Class IIA-3, Class
IIA-4, Class IIA-5 and Class IIA-6 Bonds.

"Group II Credit Support Depletion Date": The first Payment Date on
which Group II Senior Percentage for such date equals 100%.

"Group II Discount Loan": A Group II Loan with a Net Mortgage Rate of
less than 7.25% per annum.

"Group II Junior Subordinate Components": The IIB-4, IIB-5 and IIB-6
Components.

"Group II Liquidation Principal": With respect to a Payment Date is
the principal portion of Liquidation Proceeds received with respect to a Group
II Loan which became a Liquidated Loan (but not in excess of the principal
balance thereof) during the calendar month preceding the month of such Payment
Date, exclusive of the portion thereof attributable to the Sub-Component
IA-1-4II Discount Mortgage Loan Principal Payment Amount for such Payment Date.

"Group II Premium Rate Loan": A Group II Loan that is a Premium Rate
Loan.

"Group II Senior Liquidation Amount": With respect to a Payment Date
is the aggregate of, for each Group II Loan which became a Liquidated Loan
during the calendar month preceding the month of such Payment Date, the lesser
of (i) the Group II Senior Percentage for such Payment Date of the Scheduled
Principal Balance of such Mortgage Loan (exclusive of the Sub-Component
IA-1-4II Fraction thereof, with respect to any Group II Discount Loan) and (ii)
the Group II Senior Prepayment Percentage for such Payment Date of the Group II
Liquidation Principal for such Payment Date with respect to such Mortgage Loan.

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<PAGE> 18
"Group II Senior Percentage": For any Payment Date will equal the
lesser of (i) 100% and (ii) a fraction, expressed as a percentage, equal to the
sum of the Class Principal Balances of the Group IIA Bonds immediately prior to
such Payment Date, divided by the aggregate of the Class Principal Balances of
the Group II Bonds and the Component Principal Balances of the Group II
Subordinate Components, in each case, immediately prior to such Payment Date.

"Group II Senior Prepayment Percentage": For any Payment Date
occurring prior to November 2002, 100%; for any Payment Date in November 2002
through and including October 2003, the Group II Senior Percentage for such
Payment Date plus 70% of the Subordinate Percentage for Group II for such
Payment Date; for any Payment Date occurring in November 2003 through and
including October 2004, the Group II Senior Percentage for such Payment Date
plus 60% of the Subordinate Percentage for Group II for such Payment Date; for
any Payment Date occurring in November 2004 through and including October 2005,
the Group II Senior Percentage for such Payment Date plus 40% of the
Subordinate Percentage for Group II for such Payment Date; for any Payment Date
occurring in November 2005 through and including October 2006, the Group II
Senior Percentage for such Payment Date plus 20% of the Subordinate Percentage
for Group II for such Payment Date; and for any Payment Date occurring in or
after November 2006, the Group II Senior Percentage for such Payment Date. Any
scheduled reduction to the Group II Senior Prepayment Percentage described
above shall not be made as of any Payment Date unless for Group II both (i)(X)
the average outstanding principal balance of the Group II Loans delinquent 60
days or more over the last six months, as a percentage of the Class B Loan
Group Component Balance for Group II, is less than 50% or (Y) the average
outstanding principal balance of the Group II Loans delinquent 60 days or more
over the last six months, as a percentage of the aggregate average outstanding
principal balance of all Group II Loans over the last six months, does not
exceed 2% and (ii) Realized Losses on the Group I Loans to date for such
Payment Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the first Payment Date, are less than 30%,
35%, 40%, 45% or 50%, respectively, of the initial Class B Loan Group Component
Balance for Group II. Upon reduction of the Class Principal Balances of the
Group IIA Bonds (other than the Component IA-1-4 Principal Balance) to zero,
the Group II Senior Prepayment Percentage will equal 0%. Notwithstanding the
above, if on any Payment Date, the delinquencies or Realized Losses with
respect to the Group II Loans exceed the limits described above such that no
reduction of the Group II Senior Prepayment Percentage may be made as set forth
above, or if the Group II Senior Percentage for such Payment Date exceeds the
initial Group II Senior Percentage, then the Group II Senior Prepayment
Percentage for such Payment Date shall equal 100%. If on any Payment Date the
allocation to the Group II Senior Bonds of Principal Prepayments in the
percentage required would reduce the sum of the Class Principal Balances of the
Group II Senior Bonds below zero, the Group II Senior Prepayment Percentage for
such Payment Date shall be limited to the percentage necessary to reduce such
sum to zero. Notwithstanding the foregoing, however, on each Payment Date,
Sub- Component IA-1-4II shall receive the Sub-Component IA-1-4II Fraction of
all principal payments, including, without limitation, Principal Prepayments,
received in respect of each Group II Discount Loan.

"Group II Senior Principal Payment Amount": With respect to a Payment
Date the sum of (i) the Group II Senior Percentage for such Payment Date of the
Principal Payment Amount for Group II for such Payment Date (exclusive of the
portion thereof attributable to the Sub-Component

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<PAGE> 19
IA-1-4II Discount Mortgage Loan Principal Payment Amount for such Payment
Date), (ii) the Group II Senior Prepayment Percentage for such Payment Date of
the Principal Prepayment Amount for Group II for such Payment Date (exclusive
of the portion thereof attributable to the Sub-Component IA-1-4II Discount
Mortgage Loan Principal Payment Amount for such Payment Date), and (iii) the
Group II Senior Liquidation Amount for such Payment Date.

"Group II Senior Subordinate Components": The IIB-1, IIB-2 and IIB-3
Components.

"Group II Subordinate Components": The Group II Senior Subordinate
Components and Group II Junior Subordinate Components.

"Group II Subordinate Liquidation Amount": For any Payment Date, the
excess, if any, of the aggregate Liquidation Principal for all Group II Loans
which became Liquidated Loans during the calendar month preceding the month of
such Payment Date, over the Group II Senior Liquidation Amount for such Payment
Date.

"Group II Subordinate Percentage": For any Payment Date, the excess
of 100% over the Group II Senior Percentage for such Payment Date.

"Group II Subordinate Prepayment Percentage": For any Payment Date,
the excess of 100% over the Group IIA Prepayment Percentage for such Payment
Date; provided, however, that if the Class Principal Balances of the Group IIA
Bonds have been reduced to zero, then the Group II Subordinate Prepayment
Percentage will equal 100%.

"Group II Subordinate Principal Payment Amount": For any Payment
Date, the excess of (A) the sum of (i) the Group II Subordinate Percentage for
such Payment Date of the Principal Payment Amount for Group II for such Payment
Date (exclusive of the portion thereof attributable to the Sub-Component
IA-1-4II Principal Payment Amount), (ii) the Group II Subordinate Prepayment
Percentage for such Payment Date of the Principal Prepayment Amount for Group
II for such Payment Date (exclusive of the portion thereof attributable to the
Component IA-1-4II Principal Payment Amount) and (iii) the Group II Subordinate
Liquidation Amount for such Payment Date over (B) the amounts required to be
paid to the Sub-Component IA-1-4II of Component IA-1-4 pursuant to Section
10(b)(iv) on such Payment Date.

"Imputed Principal Balance": As used in the Indenture, "Imputed
Principal Balance" shall have the same meaning as "Principal Balance" herein.

"Interest Accrual Period": With respect to each Payment Date, for
each Class of Bonds and Components, other than the LIBOR Bonds, the calendar
month preceding the month in which such Payment Date occurs, and for each Class
of LIBOR Bonds, the period commencing on the 25th day of the calendar month
preceding the month in which such Payment Date occurs and ending on the 24th
day of the month in which such Payment Date occurs.

"Inverse Floater Bonds": The Class IA-10 and Class IIA-5 Bonds.

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<PAGE> 20
"Junior Bonds": Any of the Subordinate Bonds.

"Junior Bond Writedown Amount": Zero.

"Junior Subordinate Bonds": The Class B-4, Class B-5 and Class B-6
Bonds.

"Junior Subordinate Components": The IB-4, IIB-4, IB-5, IIB-5, IB-6
and IIB-6 Components.

"Letter Agreement": The Letter of Representations to The Depository
Trust Company from the Trustee and the Issuer dated October 27, 1997, a copy of
which is attached hereto as Exhibit D.

"LIBOR": With respect to each Interest Accrual Period for the LIBOR
Bonds commencing on or after November 25, 1997, the London Interbank Offered
Rate for one-month United States dollar-denominated deposits determined in
accordance with the following provisions:

(i) On each LIBOR Determination Date, the Bond
Administrator shall determine LIBOR on the basis of
quotations provided by each of the Reference Banks as
of approximately 11:00 a.m. (London time) on the
LIBOR Determination Date in question, as such
quotations appear on the Telerate Page 3750 (each as
defined in the International Swap Dealers Association
Inc. Code of 1987 Interest Rate and Currency Exchange
Definitions).

(ii) If, on any LIBOR Determination Date, at least two of
the Reference Banks provide quotations, LIBOR will be
determined as the arithmetic mean (rounded upward, if
necessary, to the nearest multiple of 1/16 of 1%) of
such offered quotations.

(iii) If, on any LIBOR Determination Date, only one or none
of the Reference Banks provides quotations, LIBOR
will be the higher of:

(a) LIBOR as determined on the previous LIBOR
Determination Date (or, in the case of the
first LIBOR Determination Date, 5.6560%); or

(b) the Reserve Rate. The "Reserve Rate" will be
the rate per annum (rounded upward, if
necessary, to the nearest multiple of 1/16 of
1%) that the Bond Administrator determines to
be either

(1) the arithmetic mean of the offered
quotations that the leading banks in
New York City selected by the Bond
Administrator are quoting on the
relevant LIBOR Determination Date
for one-month United States dollar
deposits to the principal London
office of each of the Reference
Banks or those of them (being at
least two in number) to which such
offered

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<PAGE> 21
quotations are, in the opinion of the
Bond Administrator, being so made, or

(2) in the event that the Bond
Administrator can determine no such
arithmetic mean, the arithmetic mean
of the offered quotations that
leading banks in New York City
selected by the Bond Administrator
are quoting on such LIBOR
Determination Date to leading
European banks for one-month United
States dollar deposits; provided,
however, that if the banks selected
by the Bond Administrator are not
quoting as mentioned above, LIBOR
for the next Interest Accrual Period
for the LIBOR Bonds will be LIBOR as
specified in (a) above. The
establishment of LIBOR on each LIBOR
Determination Date by the Bond
Administrator and the Bond
Administrator's calculation of the
Bond Interest Rate for the LIBOR
Bonds for the related Interest
Accrual Period shall, in the absence
of manifest error be final and
binding.

"LIBOR Bonds": The Class IA-9, Class IA-10, Class IIA-4 and Class
IIA-5 Bonds.

"LIBOR Determination Date": With respect to each Interest Accrual
Period for the LIBOR Bonds commencing on or after November 25, 1997, the second
Business Day prior to the day on which such Interest Accrual Period commences.
For purposes of this definition, a "Business Day" is any day on which banks in
London and New York City are open for the transaction of international
business.

"Liquidated Loan": A "Liquidated Mortgage Loan" as defined in the
Pooling and Servicing Agreement.

"Liquidation Proceeds": As defined in the Pooling and Servicing
Agreement.

"Loan Group": As defined in the Pooling and Servicing Agreement.

"Loan Group I": Collectively, the Group I Loans.

"Loan Group II": Collectively, the Group II Loans.

"Loan Sale Agreement": As defined in the Pooling and Servicing
Agreement.

"Loan Seller": As defined in the Pooling and Servicing Agreement.

"Lower REMIC": One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the assets granted to the Trustee, other
than the Lower Tier Interests and any Buydown Funds.

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<PAGE> 22
"Lower Tier Balance": As to each Class of Lower Tier Interests and
any Payment Date, the initial Lower Tier Balance thereof set forth in Section
18(n) less the sum of (i) the aggregate amount of principal allocable thereto
on previous Payment Dates pursuant to Section 18; and (ii) any Realized Losses
allocated thereto on previous Payment Dates pursuant to Section 12.

"Lower Tier Interest": Any one of the Classes of regular interests in
the Lower REMIC described as such in Section 18(n).

"Lower Tier Interest Rate": As to each Lower Tier Interest, the
applicable "Lower Tier Interest Rate," if any, set forth in Section 18(n ).

"Mortgage Loan": As defined in the Pooling and Servicing Agreement.

"Net Mortgage Rate": As defined in the Pooling and Servicing
Agreement.

"New York Agent": First Trust Company New York, National Association.

"New York Office": The office designated as such in Section 7.

"Non-U.S. Person": A Person other than a United States Person.

"Notional Amount Bonds": The Class IA-10, Class IIA-5 and Class X
Bonds.

"Payment Date": The twenty-fifth day of each month, or if such day is
not a Business Day, the next succeeding Business Day, commencing in November
1997.

"Permitted Transferee": As to a Residual Bond, a transferee of such
Residual Bond that is not a Disqualified Organization and not a Non-U.S. Person
and satisfies the requirements for a transferee of a Residual Bond under
Section 2.15 of the Indenture.

"Planned Principal Balance": With respect to the Class IA-2 Bonds,
Class IA-3 Bonds, Class IA-8 Bonds, Class IA-13 Bonds, Class IA-14 Bonds, Class
IA-15 Bonds, Component IA-9-1 or Component IA-9-2, as applicable, and a given
Payment Date, the amount set forth as the "Planned Principal Balance" with
respect thereto on Appendix A.

"Pooling and Servicing Agreement": The Pooling and Servicing
Agreement dated as of October 1, 1997, between PNC Mortgage Securities Corp.,
Indymac, Inc. and U.S. Bank National Association.

"Premium Rate Loan": A Mortgage Loan with a Net Mortgage Rate in
excess of 7.25% per annum.

"Prepayment Assumption": 250% of the Prepayment Model with respect to
Group I and 195% of the Prepayment Model with respect to Group II.

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<PAGE> 23
"Prepayment Model": The assumed fixed schedule of prepayments on a
pool of new mortgage loans with such schedule given as a monthly sequence of
prepayment rates, expressed as annualized percent values. These values start
at 0.2% per year in the first month and increase by 0.2% per year in each
succeeding month until month 30, ending at 6.0% per year. At such time, the
rate remains constant at 6.0% per year for the balance of the remaining term.
Multiples of the Prepayment Assumption are calculated from this prepayment rate
series.

"Prepayment Period": As defined in the Pooling and Servicing
Agreement.

"Principal Balance": With respect to any Bond of a Class as of any
date of determination, the product of the Class Principal Balance of such Class
as of such date and a fraction, the numerator of which is the initial principal
balance of such Bond on the Closing Date and the denominator is the initial
Class Principal Balance of such Class.

"Principal Payment Amount": As defined in the Pooling and Servicing
Agreement.

"Principal Prepayment": As defined in the Pooling and Servicing
Agreement.

"Principal Prepayment Amount": As defined in the Pooling and
Servicing Agreement.

"Pro Rata Allocation": The allocation of the principal portion of
Realized Losses relating to a Mortgage Loan in a given Loan Group to all
Classes of Bonds and all Subordinate Components in the related Bond Group
(other than Sub- Component IA-1-4I in the case of a Group I Loan and
Sub-Component IA-1-4II in the case of a Group II Loan) pro rata according to
their respective Class Principal or Component Balances (except if the loss is
recognized with respect to a Group I Discount Loan or Group II Discount Loan,
in which event the Sub-Component IA-1-4I Fraction or Sub-Component IA- 1-4II
Fraction of such loss will first be allocated to Sub-Component IA-1-4I or
Sub-Component IA-1-4II, as applicable, and the remainder of such loss will be
allocated as described above), and the allocation of the interest portion of
such Realized Losses to the Bonds and the Subordinate Components in the related
Bond Group (other than Sub-Component IA-1-4I in the case of a Group I Loan and
Sub-Component IA-1-4II in the case of a Group II Loan) pro rata according to
the amount of interest accrued on each such Class or Component in reduction
thereof and then in reduction of their related Class Principal or Component
Balances; provided, however, that (i) the principal portion of any Realized
Losses otherwise allocable to the Class IA-1 Bonds (other than Component IA-1-4
of the Class IA-1 Bonds) or to the Class IA-8 Bonds shall first be allocated to
the Senior Support Bonds until the Class Principal Balance thereof has been
reduced to zero and (ii) the interest portion of any such Realized Loss
otherwise allocable to the Class IA-1 Bonds (other than Components IA-1-1 and
IA-1-4 of the Class IA-1 Bonds) or to the Class IA-8 Bonds shall first be
allocated to the Senior Support Bonds in reduction of accrued but unpaid
interest thereon and then in reduction of the Class Principal Balance of the
Senior Support Bonds. For the purpose of allocating losses in Loan Group I to
the outstanding Classes of Group I Bonds by Pro Rata Allocation, the Residual
Bonds are deemed to be Group I Bonds.

"Rating Agency": As defined in the Pooling and Servicing Agreement.

-20-
<PAGE> 24
"Realized Loss": As defined in the Pooling and Servicing Agreement.

"Record Date": The last Business Day of the month immediately
preceding the month of the related Payment Date.

"Reference Banks": Barclays Bank PLC, Bankers Trust Company and The
Bank of Tokyo, Ltd. or, if any such bank shall cease to provide quotations for
one-month United States dollar-denominated deposits, any other leading bank
with an established place of business in London engaged in transactions in
Eurodollar deposits in the international Eurocurrency market not controlling,
controlled by or under common control with the Bond Administrator designated by
the Bond Administrator from time to time for the purpose of providing
quotations for one-month United States dollar- denominated deposits. If any
such Reference Bank should be unwilling or unable to act as such or if the Bond
Administrator should terminate the designation of any such Reference Bank, the
Bond Administrator shall promptly designate another leading bank meeting the
criteria specified above.

"Repurchase Price": As defined in the Pooling and Servicing
Agreement.

"Residual Bonds": Any of the Class RU and Class RL Bonds.

"Residual Interest": As to the Upper REMIC, the Class RU Bonds and
as to the Lower REMIC, the Class RL Bonds.

"Restricted Bonds": The Class IA-1, Class B4, Class B5 and Class B6
Bonds.

"Scheduled Principal Balance": As defined in the Pooling and
Servicing Agreement.

"Senior Bonds": The Class A, Class X and Residual Bonds.

"Senior Subordinate Bonds": The Class B-1, Class B-2 and Class B-3
Bonds.

"Series 1997-2 Bonds": Each Class of Bonds set forth in Section 5
hereof.

"Series REMIC": Each of the Upper REMIC and Lower REMIC.

"Special Hazard Coverage": With respect to a Loan Group, either the
Group I Special Hazard Coverage or the Group II Special Hazard Coverage.

"Special Hazard Loss": As defined in the Pooling and Servicing
Agreement.

"Special Payment Date": As defined in Section 8(a) hereof.

"Startup Day": As defined in Section 18.

"Step Down Percentage": With respect to a Payment Date, the
percentage indicated below:

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<PAGE> 25
<TABLE>
<CAPTION>
PAYMENT DATE OCCURRING IN STEP DOWN PERCENTAGE
------------------------- --------------------
<S> <C>
November 1997 through October 2002 0%
November 2002 through October 2003 30%
November 2003 through October 2004 40%
November 2004 through October 2005 60%
November 2005 through October 2006 80%
November 2006 and thereafter 100%
</TABLE>

"Stripped Interest Rate": For each Premium Rate Loan, the excess of
the Net Mortgage Rate for such Mortgage Loan over 7.25% per annum.

"Sub-Component": A portion of Component IA-1-4 representing parts of
the entitlement of such Component to principal as described in Section 5 and
the remainder of this Series 1997-2 Supplement.

"Sub-Component Principal Balance": For any Sub-Component of Component
IA-4, the applicable initial Sub-Component Principal Balance thereof set forth
in Section 5, as reduced from time to time by (x) payments of principal to the
Class IA-1 Bonds in respect of such Sub-Component and (y) the portion of
Realized Losses allocated to the Sub-Component Principal Balance in respect of
such Sub-Component pursuant Section 12 with respect to a given Payment Date.
Notwithstanding the foregoing, any amounts paid in respect of losses pursuant
to paragraphs (a)(iv) or (b)(iv) of Section 10 shall not cause a further
reduction in the Sub-Component Principal Balance.

"Sub-Component IA-1-4I Discount Mortgage Loan Principal Payment
Amount": With respect to a Payment Date, an amount equal to the aggregate of
the amounts, computed with respect to each Group I Discount Loan, equal to the
product of the related Sub-Component IA-1-4I Fraction and the sum of (x)
scheduled payments of principal on such Group I Discount Loan due on or before
the related Due Date in respect of which no payment has been made on any
previous Payment Date and which were received by the related Determination Date,
or which have been advanced as part of an Advance with respect to such Payment
Date, and (y) any Principal Prepayment received in respect of such Group I
Discount Loan during the related Prepayment Period.

"Sub-Component IA-1-4I Fraction": With respect to any Group I
Discount Loan, a fraction, the numerator of which is 7.25% minus the Net
Mortgage Rate on such Group I Discount Loan and the denominator of which is
7.25%.

"Sub-Component IA-1-4I Losses Payable": With respect to any Payment
Date and any Group I Mortgage Loan, the Realized Losses for such Payment Date
on such Group I Discount Loan other than Excess Losses.

"Sub-Component IA-1-4II Discount Mortgage Loan Principal Payment
Amount": With respect to a Payment Date, an amount equal to the aggregate of
the amounts, computed with respect to each Group II Discount Component IA-1-4II
Loan, equal to the product of the related Sub-Discount Fraction and the sum of
(x) scheduled payments of principal on such Group II Discount

-22-
<PAGE> 26
Loan due on or before the related Due Date in respect of which no payment has
been made on any previous Payment Date and which were received by the related
Determination Date, or which have been advanced as part of an Advance with
respect to such Payment Date, and (y) the portion of the Principal Prepayment
Amount for Group I received in respect of such Group II Discount Loan during
the related Prepayment Period.

"Sub-Component IA-1-4II Fraction": With respect to any Group II
Discount Loan, a fraction, the numerator of which is 7.25% minus the Net
Mortgage Rate on such Group II Discount Loan and the denominator of which is
7.25%.

"Sub-Component IA-1-4II Losses Payable": With respect to any Payment
Date and any Group II Mortgage Loan, the Realized Losses for such Payment Date
on such Group II Discount Loan other than Excess Losses.

"Subordinate Bonds": The Senior Subordinate Bonds and Junior
Subordinate Bonds.

"Subordinate Components": The Group IB Subordinate Components and
Group II Subordinate Components.

"Subordinate Percentage": The Group I Subordinate Percentage or the
Group II Subordinate Percentage.

"Subordination Level": On any specified date with respect to any
Subordinate Component of a Bond Group, the percentage obtained by dividing the
sum of the Component Principal Balances of all Components in such Bond Group
which are subordinate in right of payment to such Component by the sum of the
Class Principal Balances of all of the Bonds and the Component Principal
Balances of all Subordinate Components in the related Bond Group as of such
date prior to giving effect to payments or allocations of Realized Losses on
the Mortgage Loans in the related Loan Group on such date; provided, however,
that for purposes of the preceding calculation, Sub-Component IA-1-4II shall be
deemed to be in the Group II Bonds and not in the Group I Bonds.

"Targeted Principal Balance": With respect to Component IA-1-2, the
Class IA-7 Bonds, or Component IA-9-3, as applicable, and a given Payment Date,
the amount set forth as the "Targeted Principal Balance" with respect thereto
on Appendix B.

"Transferor": A transferor of a Residual Bond.

"Uncompensated Interest Shortfall": As defined in the Pooling and
Servicing Agreement.

"United States Person". A Person who is (a) a citizen or resident of
the United States, (b) a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any political
subdivision thereof (other than a partnership that is not treated as a United
States person under any applicable Treasury regulations), (c) an estate whose
income from sources without the United States is includible in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States, or (d)

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<PAGE> 27
a trust if a United States court is able to exercise primary supervision over
the administration of the trust and one or more of the United States persons
have the authority to control all substantial decisions of the trust; provided,
however, to the extent provided in U.S. Treasury regulations, certain trusts in
existence on August 20, 1996 and treated as United States persons prior to such
date that elect to continue to be so treated also shall be considered United
States persons.

"Upper REMIC": One of the two separate REMICs comprising the Trust
Estate the assets of which consist of the Lower Tier Interests.

Section 2. Designation.

The Series 1997-2 Bonds shall be designated generally as the Issuer's
Collateralized Mortgage Obligations, Series 1997-2.

Section 3. Dating of Series 1997-2 Bonds; Accrual Date Bonds.

(a) The Series 1997-2 Bonds that are authenticated and delivered
by the Trustee to or upon the order of the Issuer on the Closing Date for the
Series 1997-2 Bonds shall be dated October 29, 1997. All other Series 1997-2
Bonds that are authenticated after the Closing Date for the Series 1997-2 Bonds
for any other purpose under the Indenture shall be dated the date of their
authentication. The date upon which interest begins accruing on each Class of
the Series 1997-2 Bonds, other than Components IA-1-1 and IA-1-4, which do not
bear interest, shall be the "Accrual Date" specified in respect of such Class in
Section 11 of this Series 1997-2 Supplement. Interest accruing on each Class of
Bonds, other than the LIBOR Bonds, during each Interest Accrual Period will be
calculated on the assumption that principal payments on, and allocations of
losses to, such Bonds are made (or the Class Notional Amount is reduced) on the
last day of the preceding Interest Accrual Period, and not on the following
Payment Date when actually made (or reduced).

(b) Each Class of Bonds, other than the Junior Subordinate Bonds,
Class IA-1 Bonds and Residual Bonds shall constitute Classes of Book Entry
Bonds, as defined in Section 2.13 of the Indenture. Unless an event resulting
in Book Entry Termination (as described in Section 2.14 of the Indenture) shall
occur, the Book Entry Bonds shall be held and transfers of beneficial ownership
interest shall be made through book entries, by the Clearing Agency; provided
that after Book Entry Termination, Definitive Bonds shall, after execution and
delivery of a supplemental indenture containing any provisions, which in the
opinion of the Issuer are necessary for such purpose, be issued to the
Beneficial Owner of Bonds Outstanding at the time of such Book Entry Termination
and such Bonds shall no longer be "Book Entry Bonds."

(c) For purposes of the Indenture, the Senior Bonds shall
constitute Classes of "Senior Bonds," and the Subordinate Bonds shall constitute
Classes of "Junior Bonds."

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<PAGE> 28
Section 4. Transfer of ERISA Restricted and ERISA Prohibited Bonds.

No transfer of an ERISA Restricted Bond or an ERISA Prohibited Bond
may be made except as provided in Section 2.15 of the Indenture.

Section 5. Aggregate Principal Amount; Classes.

The aggregate principal amount of Series 1997-2 Bonds that may be
authenticated and delivered under this Series 1997-2 Supplement shall be
$937,999,459 except for Series 1997-2 Bonds authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Series
1997-2 Bonds pursuant to Sections 2.6, 2.7, 2.8 or 9.6 of the Indenture. Such
aggregate principal amount shall be divided among the thirty-one Classes having
designations, original principal balances, Bond Interest Rates and Stated
Maturities of their final installment of principal as follows:

<TABLE>
<CAPTION>
Class Original Class Bond Stated
Designation Principal Balance Interest Rate (i) Maturity
----------- ----------------- ----------------- --------
<S> <C> <C> <C>
IA-1 $ 152,849,554 (ii) November 25, 2027
IA-2 39,100,200 6.6000% November 25, 2027
IA-3 15,745,000 6.5000% November 25, 2027
IA-4 7,750,000 7.4000% (iii) November 25, 2027
IA-5 11,580,000 7.2500% November 25, 2027
IA-6 70,008,075 7.2500% November 25, 2027
IA-7 179,804,570 7.0000% November 25, 2027
IA-8 57,324,965 7.4000% November 25, 2027
IA-9 101,445,224 (iv) November 25, 2027
IA-10 0 (v) November 25, 2027
IA-11 31,440,000 7.2500% November 25, 2027
IA-12 37,917,363 7.2500% November 25, 2027
IA-13 10,696,500 6.6000% November 25, 2027
IA-14 10,134,654 6.6000% November 25, 2027
IA-15 31,416,600 6.5000% November 25, 2027
IX 0 7.2500% (vi) November 25, 2027
IIA-1 65,076,568 7.0000% November 25, 2027
IIA-2 22,456,000 7.0000% November 25, 2027
IIA-3 10,951,000 7.2500% November 25, 2027
IIA-4 12,504,652 (vii) November 25, 2027
IIA-5 0 (viii) November 25, 2027
IIA-6 19,585,000 7.2500% November 25, 2027
IIX 0 7.2500% (ix) November 25, 2027
B-1 26,901,018(x) 7.2500% November 25, 2027
B-2 9,379,994(x) 7.2500% November 25, 2027
B-3 5,559,165(x) 7.2500% November 25, 2027
B-4 2,813,998(x) 7.2500% November 25, 2027
</TABLE>

-25-
<PAGE> 29
<TABLE>
<CAPTION>
Class Original Class Bond Stated
Designation Principal Balance Interest Rate (i) Maturity
----------- ----------------- ----------------- --------
<S> <C> <C> <C>
B-5 2,745,166(x) 7.2500% November 25, 2027
B-6 2,814,003(x) 7.2500% November 25, 2027
RL 90 7.2500% November 25, 2027
RU 100 7.2500% November 25, 2027
</TABLE>

(i) Interest will accrue from October 1, 1997 for all
Classes and Components bearing interest, except that
interest will accrue from October 25, 1997 for the
LIBOR Bonds.

(ii) For purposes of calculating payments, the Class IA-1
Bonds will comprise four Components having the
designations, initial Component Principal Balances
and Bond Interest Rates set forth below:

Component Initial Component Bond Interest
Designation Principal Balance Rate
----------- ----------------- -------------
<S> <C> <C>
Component IA-1-1 . . . . $12,238,815 (1)

Component IA-1-2 . . . . 138,125,000 7.400%(2)

Component IA-1-3 . . . . 0 7.250%(3)

Component IA-1-4 . . . . 2,485,739 (4)
</TABLE>

(1) Component IA-1-1 will not be entitled to
payments of interest.

(2) On each Payment Date on or before the
Component IA-1-2 Accretion Termination Date,
interest equal to the Component IA-1-2
Accrual Amount will be added to the Component
IA-1-2 Principal Balance, and such amount
will be paid as principal to other Components
and Classes of Bonds as provided herein and
will not be paid as interest to Component
IA-1-2.

(3) Component IA-1-3 will accrue interest on the
Component IA-1-3 Notional Amount. The
Component IA-1-3 Notional Amount as of the
Cut-Off Date is $25,925,707. Component IA-
1-3 will not be entitled to receive payments
of principal.

(4) Component IA-1-4 will consist of two
Sub-Components, designated as Sub-Component
IA-1- 4I and Sub-Component IA-1-4II, which
will have initial Sub-Component Principal
Balances of $1,591,028 and $894,711,
respectively. Sub-Components IA-1-4I and
IA-1- 4II will not be entitled to payments of
interest and will receive principal only

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<PAGE> 30
in respect of the Group I Discount Loans and the
Group II Discount Loans, respectively.

(iii) On each Payment Date on or before the Class A-4
Accretion Termination Date, interest equal to the
Class IA-4 Accrual Amount will be added to the Class
IA-4 Principal Balance, and such amount will be paid
as principal to other Components and Classes of
Bonds as provided herein and will not be paid as
interest to the Class IA-4 Bonds.

(iv) For purposes of calculating principal payments, the
Class IA-9 Bonds will comprise three Components
having the designations and initial Component
Principal Balances set forth below:

<TABLE>
<CAPTION>
Component Initial Component
Designation Principal Balance
----------- -----------------
<S> <C>
Component IA-9-1 . . . . . . . . $29,965,681

Component IA-9-2 . . . . . . . . 26,528,400

Component IA-9-3 . . . . . . . . 44,951,143
</TABLE>

The Bond Interest Rate for the Class IA-9 Bonds for
the first Interest Accrual Period for such Bonds will
be 6.056% per annum. For each Interest Accrual Period
thereafter, the Bond Interest Rate for the Class IA-9
Bonds will be a per annum rate equal to LIBOR for
such Interest Accrual Period plus 0.400%, subject to
a minimum and maximum Bond Interest Rate of 0.400%
and 9.000% per annum, respectively.

(v) The Bond Interest Rate for the Class IA-10 Bonds for
the first Interest Accrual Period for such Bonds will
be 2.944% per annum. For each Interest Accrual
Period thereafter, the Bond Interest Rate for the
Class IA-10 Bonds will be a per annum rate equal to
8.600% minus LIBOR for such Interest Accrual Period,
subject to a minimum and maximum Bond Interest Rate
of 0.000% and 8.600 per annum, respectively. The
Class IA-10 Bonds will not be entitled to receive
payments of principal and will accrue interest on the
Class IA-10 Notional Amount which will equal the
Class IA-9 Principal Balance at the time of
determination.

(vi) The Bond Interest Rate for the Class IX Bonds will be
7.250% per annum. The Class IX Bonds will not be
entitled to receive payments of principal and will
accrue interest on the Class IX Notional Amount. The
Class IX Notional Amount as of the Cut-Off Date will
be $22,084,861.

(vii) The Bond Interest Rate for the Class IIA-4 Bonds for
the first Interest Accrual Period for such Bonds will
be 6.2562% per annum. For each Interest

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<PAGE> 31
Accrual Period thereafter, the Bond Interest Rate for
the Class IIA-4 Bonds will be a per annum rate equal
to LIBOR for such Interest Accrual Period plus 0.600%,
subject to a minimum and maximum Bond Interest Rate of
0.600% and 9.000% per annum, respectively.

(viii) The Bond Interest Rate for the Class IIA-5 Bonds for
the first Interest Accrual Period for such Bonds will
be 2.7438% per annum. For each Interest Accrual
Period thereafter, the Bond Interest Rate for the
Class IIA-5 Bonds will be a per annum rate equal to
8.400% minus LIBOR for such Interest Accrual Period,
subject to a minimum and maximum Bond Interest Rate
of 0.000% and 8.400% per annum, respectively. The
Class IIA-5 Bonds will not be entitled to receive
payments of principal and will accrue interest on the
Class IIA-5 Notional Amount which will equal the
Class IIA-4 Principal Balance at the time of
determination.

(ix) The Bond Interest Rate for the Class IIX Bonds will
be 7.250% per annum. The Class IIX Bonds will not be
entitled to receive payments of principal and will
accrue interest on the Class IIX Notional Amount.
The Class IIX Notional Amount as of the Cut-Off Date
will be $2,632,445.

(x) For purposes of calculating principal payments and
allocating Realized Losses, each Class of Subordinate
Bonds will comprise two Components having the
designations and initial Component Principal Balance,
and relating to the Classes of Subordinate Bonds and
Bond Groups, as set forth below:
<TABLE>
<CAPTION>
Initial
Component Related Class Related Bond
Principal of Subordinate Bond Interest
Designation Balance Bonds Group Rate
----------- --------- -------------- ------- --------
<S> <C> <C> <C> <C>
IB-1 $24,010,101 B-1 Group I 7.25%
IIB-1 2,890,917 B-1 Group II 7.25%
IB-2 8,003,367 B-2 Group I 7.25%
IIB-2 1,376,627 B-2 Group II 7.25%
IB-3 4,802,020 B-3 Group I 7.25%
IIB-3 757,145 B-3 Group II 7.25%
IB-4 2,401,010 B-4 Group I 7.25%
IIB-4 412,988 B-4 Group II 7.25%
IB-5 2,401,010 B-5 Group I 7.25%
IIB-5 344,156 B-5 Group II 7.25%
IB-6 2,401,011 B-6 Group I 7.25%
IIB-6 412,992 B-6 Group II 7.25%
</TABLE>

-28-
<PAGE> 32
Section 6. Denominations of Series 1997-2 Bonds.

Each Class of Book Entry Bonds shall be evidenced by a single Bond
representing the initial Class Principal Balance or initial Class Notional
Amount, as applicable, of such Class of Bonds as of the Closing Date. The
Senior Bonds (other than the Class IIA-2, Class IIA-3, Notional Amount and
Residual Bonds) and the Subordinate Bonds will be issued in minimum
denominations of $25,000 and integral multiples of $1.00 in excess thereof.
The Class IIA-2 and Class IIA-3 Bonds will be issued in minimum denominations
of $1,000 and integral multiples of $1.00 in excess thereof. The Notional
Amount Bonds will be issued in minimum initial Notional Amounts of $100,000 and
integral multiples of $1.00 in excess thereof. The Class RL and Class RU
Bonds will be issued in minimum denominations of $90 and $100, respectively.
Notwithstanding the foregoing, one Bond of each Class of Bonds having Principal
Balances may be issued in a different denomination. All of the Book Entry
Bonds shall initially be registered on the Bond Register in the name of Cede &
Co., the nominee of the Clearing Agency, and no Beneficial Owner thereof will
receive a Definitive Bond representing such Beneficial Owner's interest in the
Book Entry Bonds, except in the event of Book Entry Termination.

Section 7. Authentication of Series 1997-2 Bonds.

The Series 1997-2 Bonds may be authenticated by the Trustee at the
Trustee's office in the Borough of Manhattan, City and State of New York
currently located at First Trust Company, New York, National Association, 100
Wall Street, Suite 2000, New York, New York, 10005 (the "New York Office").
There shall be no Authenticating Agent for the Series 1997-2 Bonds unless the
appointment of an Authenticating Agent is required as a condition to the
listing of the Series 1997-2 Bonds on any stock exchange.

Section 8. Payment Dates.

For purposes of the Indenture, the Interest Payment Dates and
Principal Payment Dates for the Series 1997-2 Bonds are each Payment Date. For
purposes of the Indenture the Special Payment Dates for the Series 1997-2 Bonds
are the 25th day of any calendar month in which any Outstanding Series 1997-2
Bonds are Overdue Bonds.

Section 9. Places for Payment of Principal of Series 1997-2 Bonds;
Payments on Book-Entry Bonds.

(a) The final payment of principal in retirement of each Series
1997-2 Bond, other than a Class IA-10 Bond, Class IX Bond, Class IIA-5 Bond and
Class IIX Bond, or the final payment of interest in respect of a Class IA-10
Bond, Class IX Bonds, Class IIA-5 Bond and Class IIX Bond, or the final payment
of contingent interest in respect of a Residual Bond (or the Redemption Price of
any such Series 1997-2 Bond called for redemption in full), shall be payable
upon presentation and surrender thereof only at the office of the Trustee in the
Borough of Manhattan, City and State of New York.

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<PAGE> 33
(b) Each payment of principal of and interest on a Book Entry Bond
shall be paid to the Clearing Agency, which shall credit the amount of such
payments to the accounts of its Clearing Agency Participants in accordance with
its normal procedures. Each Clearing Agency Participant shall be responsible
for disbursing such payments to the Beneficial Owners of the Book Entry Bonds
that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Beneficial
Owners of the Book Entry Bonds that it represents. All such credits and
disbursements are to be made by the Clearing Agency and the Clearing Agency
Participants in accordance with the provisions of the Bonds. Neither the
Trustee, the Bond Registrar nor the Issuer shall have any responsibility
therefor except as otherwise provided by applicable law.

Section 10. Payment on the Bonds Before Acceleration.

Before acceleration, if any, of the Bonds pursuant to Section 5.2 of
the Indenture, the Trustee shall, on each Payment Date, pay interest and
principal on the Bonds in the following priority and amounts:

(a) Group I and Residual Bonds. With respect to the Group I and
Residual Bonds, prior to the Group I Credit Support Depletion Date, to the
extent of the Available Funds for such Payment Date and for Group I remaining
following prior payments, if any, on such Payment Date:

(i) first, to Sub-Component IA-1-4I, the Sub-Component
IA-1-4I Discount Mortgage Loan Principal Payment
Amount for such Payment Date;

(ii) second,

(a) to the Group IA Bonds (other than Components IA-1-1
and IA-1-4 of the Class IA-1 Bonds), the Class IX
Bonds and the Residual Bonds the Accrued Interest for
such Classes of Bonds for the current Payment Date
and any unpaid Accrued Interest with respect to
previous Payment Dates, pro rata (based on the amount
of interest to which each such Class or Component is
entitled to receive) provided, however, that no such
payments shall be made to Component IA-1-2 on or
before the Component IA-1-2 Accretion Termination
Date or to the Class IA-4 Bonds on or before the
Class IA-4 Accretion Termination Date;

(b) on each Payment Date on or before the Component
IA-1-2 Accretion Termination Date, the Component
IA-1-2 Accrual Amount with respect to such Payment
Date shall be paid, as principal, to the following
Bonds and Components:

(1) first, to the extent necessary to reduce the
aggregate of the Class Principal Balances of
the Class IA-3, Class IA-7 and Class IA-15
Bonds and the Component Principal Balances of
Components IA-9-2

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<PAGE> 34
and IA-9-3 of the Class IA-9 Bonds to the
Combined Targeted Principal Balance for such
Payment Date, sequentially as follows:

(a) concurrently as follows:

(i) 36.000000000% to Component
IA-9-2 to the extent necessary
to reduce the Component IA-9-2
Principal Balance to the Planned
Principal Balance for Component
IA-9-2 and such Payment Date;
and

(ii) 64.000000000% as follows: (A)
concurrently, 51.186605982% to
the Class IA-3 Bonds to the
extent necessary to reduce the
Class IA-3 Principal Balance to
the Planned Principal Balance
for the Class IA-3 Bonds and
such Payment Date and
48.813394018% to reduce the
Class IA- 15 Principal Balance
and (B) the remainder to the
Class IA-15 Bonds to the extent
necessary to reduce the Class
IA-15 Principal Balance to the
Planned Principal Balance for
the Class IA-15 Bonds and such
Payment Date;

(b) concurrently, 79.999999822% to the
Class IA-7 Bonds, until the Class
IA-7 Principal Balance has been
reduced to zero, and 20.000000178%
to Component IA- 9-3 until the
Component IA-9-3 Principal Balance
has been reduced to zero;

(i) 36.000000000% to Component
IA-9-2 until the Component
IA-9-2 Principal Balance is
reduced to zero; and

(ii) 64.000000000% as follows: (A)
concurrently, 51.186605982% to
the Class IA-3 Bonds until the
Class IA-3 Principal Balance is
reduced to zero and
48.813394018% to reduce the
Class IA-15 Principal Balance
and (B) the remainder to the
Class IA-15 Bonds until the
Class IA-15 Principal Balance is
reduced to zero;

(2) second, to Component IA-1-2 to the extent
necessary to reduce the Component IA-1-2
Principal Balance to the Component IA-1-2
Targeted Principal Balance for such Payment
Date;

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<PAGE> 35
(3) third, to the Class IA-4 Bonds, until the
Class IA-4 Principal Balance has been reduced
to zero;

(4) fourth, concurrently, as follows:

(a) 90.000000000%, as provided in
paragraph 1(a)-(c) above; and

(b) 10.000000000% to Component IA-1-2 to
reduce the Component IA-1-2
Principal Balance to zero without
regard to the Component IA-1-2
Targeted Principal Balance;

(5) fifth, to Component IA-1-2, until the
Component IA-1-2 Principal Balance has been
reduced to zero; and

(c) on each Payment Date on or before the Class IA-4
Accretion Termination Date, the Class IA-4 Accrual
Amount with respect to such Payment Date shall be
paid, as principal, to the following Bonds and
Components:

(1) first, as in clause (1) of Section
10(a)(ii)(b);

(2) second, as in clause (2) of Section
10(a)(ii)(b); and

(3) third, as in clause (3) of Section
10(a)(ii)(b);

(iii) third, to the Group IA Bonds (other than the Class
IA-10 Bonds and Components IA-1-3 and IA-1-4 of the
Class IA-1 Bonds) and the Residual Bonds as
principal, the Group I Senior Principal Payment
Amount for such Payment Date in the following order
of priority:

(I) first, concurrently to the Class IA-5, Class
IA-6, Class IA-11 and Class IA-12 Bonds, the
respective Class IA Lockout Principal Payment
Amount for each such Class for such Payment
Date, pro rata, based on such respective
amounts; provided, however, that all amounts
otherwise payable in respect of the Class IA
Lockout Principal Payment Amount to the Class
IA-12 Bonds on any Payment Date shall be paid
first to the Class IA-11 Bonds, until the
Class Principal Balance thereof is reduced to
zero, and then to the Class IA-12 Bonds;

(II) second, the portion of the Group I Senior
Principal Payment Amount remaining after
payments as described above, concurrently, as
follows:

(A) 0.000033148% to the Residual Bonds,
pro rata, the portion of the Group I
Senior Principal Payment Amount for
such

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<PAGE> 36
Payment Date remaining after payments as
described above, until the Class
Principal Balance of each Class of the
Residual Bonds has been reduced to zero;

(B) 2.027026429% to Component
IA-1-1, until the Component IA-1-1
Principal Balance has been reduced to
zero; and

(1) first, concurrently as
follows:

(a) 38.937770850% to the Class
IA-8 Bonds, to the extent
necessary to reduce the Class
IA-8 Principal Balance to the
Planned Principal Balance for
the Class IA-9-1 and such
Payment Date; and

(b) 20.354078195% to Component
IA-9-1, to the extent
necessary to reduce the
Component IA-9-1 Principal
Balance to the Planned
Principal Balance for
Component IA-9-1 and such
Payment Date; and

(I) to the Class IA-13 Bonds,
to the extent necessary to
reduce the Class IA-13
Principal Balance to the
Planned Principal Balance
for the Class IA-13 Bonds
and such Payment Date;

(II) to the Class IA-2 Bonds,
to the extent necessary
to reduce the Class IA-2
Principal Balance to the
Planned Principal Balance
for the Class IA-2 Bonds
and such Payment Date;

(III) to the Class IA-14 Bonds,
to the extent necessary to
reduce the Class IA-14
Principal Balance to the
Planned Principal Balance
for the Class IA-14 Bonds
and such Payment Date; and

(2) second, to the extent necessary
to reduce the aggregate of the
Class Principal Balances of the
Class

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<PAGE> 37
IA-3, Class IA-7 and Class IA-15 Bonds
and the Component Principal Balances of
Components IA-9-2 and IA-9-3 of the
Class IA-9 Bonds to the Combined
Targeted Principal Balance for such
Payment Date, sequentially as follows:

(a) concurrently as follows:

(i) 36.000000000% to
Component IA-9-2 to the
extent necessary to
reduce the Component
IA-9-2 Principal
Balance to the Planned
Principal Balance for
Component IA-9-2 and
such Payment Date;

(ii) 64.000000000% as
follows: (A)
concurrently,
51.186605982% to the
Class IA-3 Bonds to the
extent necessary to
reduce the Class IA-3
Principal Balance to
the Planned Principal
Balance for the Class
IA-3 Bonds and such
Payment Date and
48.813394018% to reduce
the Class IA-15
Principal Balance and
(B) the remainder to
the Class IA-15 Bonds
to the extent necessary
to reduce the Class
IA-15 Principal Balance
to the Planned
Principal Balance for
the Class IA-15 Bonds
and such Payment Date;

(b) concurrently, 79.999999822% to
the Class IA-7 Bonds, until
the Class IA-7 Principal
Balance has been reduced to
zero, and 20.000000178% to
Component IA-9-3 until the
Component IA- 9-3 Principal
Balance has been reduced to
zero;

(i) 36.000000000% to
Component IA-9-2 until
the Component IA-9-2
Principal Balance has
been reduced to zero;
and

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<PAGE> 38
(ii) 64.000000000% as
follows: (A)
concurrently,
51.186605982% to the
Class IA-3 Bonds until
the Class IA-3
Principal Balance is
reduced to zero and
48.813394018% to reduce
the Class IA-15
Principal Balance and
(B) the remainder to
the Class IA-15 Bonds
until the Class IA-15
Principal Balance is
reduced to zero;

(3) third, to Component IA-1-2 to
the extent necessary to
reduce the Component IA-1-2
Principal Balance to the
Component IA-1-2 Targeted
Principal Balance for such
Payment Date;

(4) fourth, to the Class IA-4
Bonds, until the Class IA-4
Principal Balance has been
reduced to zero;

(5) fifth, concurrently, as
follows:

(a) 90.000000000%, as
provided in paragraphs
(C)(2)(a)-(c) above;
and

(b) 10.000000000% to
Component IA-1-2 to
reduce the Component
IA- 1-2 Principal
Balance to zero; but
without regard to the
Component IA-1-2
Targeted Principal
Balance;

(6) sixth, to Component IA-1-2,
until the Component IA-1-2
Principal Balance has been
reduced to zero; and

(7) seventh, concurrently as
follows:

(a) 38.937770850% to the
Class IA-8 Bonds, until
the Class IA-8
Principal Balance has
been reduced to zero;

(b) 20.354078195% to
Component IA-9-1, until
the Component IA-9-1
Principal Balance has
been reduced to zero;
and

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<PAGE> 39
(I) to the Class IA-13 Bonds,
until the Class IA-13
Principal Balance has been
reduced to zero;

(II) to the Class IA-2 Bonds, until
the Class IA-2 Principal
Balance has been reduced to
zero;

(III) to the Class IA-14 Bonds,
until the Class IA-14
Principal Balance has been
reduced to zero; and

(III) third, to the Class IA-5, Class IA-6, Class
IA-11 and Class IA-12 Bonds, the portion of
the Group I Senior Principal Payment Amount
for such Payment Date remaining, after
payments as described above, pro rata (based
on Class Principal Balance), until the Class
Principal Balances thereof have been reduced
to zero; provided, however, that the portion
thereof otherwise allocable to the Class
IA-12 Bonds on any Payment Date shall first
be paid to the Class IA-11 Bonds until the
Class Principal Balance thereof is reduced to
zero and then to the Class IA-12 Bonds;

(iv) fourth, for so long as the Component Principal
Balances of each of the Group I Subordinate
Components has not been reduced to zero, to
Sub-Component IA-1-4I, to the extent of amounts
otherwise available to pay the Group I Subordinate
Principal Payment Amount (without regard to clause
(B) of such definition) on such Payment Date, the sum
of (a) with respect to each Group I Discount Loan,
principal in an amount equal to the related
Sub-Component IA-1-4I Fraction of the related
Sub-Component IA-1-4I Losses Payable for such Payment
Date and (b) the sum of amounts, if any, by which the
Sub-Component IA-1-4I Losses Payable with respect to
each Group I Discount Loan for each prior Payment
Date exceeded the amount actually paid in respect
thereof on each such prior Payment Date and not
subsequently paid; provided that any amounts paid in
respect of losses pursuant to this paragraph shall
not cause a further reduction in the Sub-Component
IA-1-4I Principal Balance;

(v) fifth, to Component IB-1, accrued and unpaid interest
at the Class B-1 Bond Interest Rate on the Component
IB-1 Principal Balance;

(vi) sixth, to Component IB-1, its pro rata share of the
Group I Subordinate Principal Payment Amount;

(vii) seventh, to Component IB-2, accrued and unpaid
interest at the Class B-2 Bond Interest Rate on the
Component IB-2 Principal Balance;

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<PAGE> 40
(viii) eighth, to Component IB-2, its pro rata share of the
Group I Subordinate Principal Payment Amount;

(ix) ninth, to Component IB-3, accrued and unpaid interest
at the Class B-3 Bond Interest Rate on the Component
IB-3 Principal Balance;

(x) tenth, to Component IB-3, its pro rata share of the
Group I Subordinate Principal Payment Amount;

(xi) eleventh, to the Group I Junior Subordinate
Components, interest and principal in the same manner
as for the Group I Senior Subordinate Components,
first to Component IB-4, then to Component IB-5 and
then to Component IB-6;

(xii) twelfth, to each Group I Subordinate Component in the
order of seniority, the remaining portion, if any, of
the Available Funds for Group I, up to the amount of
unreimbursed Realized Losses previously allocated to
such Component, if any, provided payment of any
amount pursuant to this paragraph shall not cause a
further reduction in the Component Principal Balance
of any such Component; and

(xiii) thirteenth, as contingent interest to the Class RL
Bonds, the remaining portion, if any, of the
Available Funds for Group I for such Payment Date.

(b) Group II Bonds, Sub-Component IA-1-4II and the Class RL Bonds.
With respect to the Group II Bonds, Sub-Component IA-1-4II of Component IA-1-4
of the Class IA-1 Bonds and the Class RL Bonds, prior to the Group II Credit
Support Depletion Date, to the extent of the Available Funds for such Payment
Date for Group II remaining following prior payments, if any, on such Payment
Date:

(i) first, to Sub-Component IA-1-4II, the Sub-Component
IA-1-4II Discount Mortgage Loan Principal Payment
Amount for such Payment Date;

(ii) second, to the Group IIA Bonds and the Class IIX
Bonds, the Accrued Interest for such Classes of Bonds
for the current Payment Date and any unpaid Accrued
Interest with respect to previous Payment Dates, pro
rata (based on the amount of interest to which each
such Class of Bonds is entitled to receive);

(iii) third, to the Group IIA Bonds, other than the Class
IIA-5 Bonds, as principal, the Group II Senior
Principal Payment Amount for such Payment Date to the
following Group IIA Bonds in the following order of
priority:

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<PAGE> 41
(a) first, to the Class IIA-6 Bonds, an amount,
up to the Class IIA-6 Lockout Principal
Payment Amount for such Payment Date, if any,
until the Class Principal Balance thereof has
been reduced to zero;

(b) second, concurrently, until the Class
Principal Balance of the Class IIA-1 Bonds is
reduced to zero, 87.500000672% to the Class
IIA-1 Bonds and 12.499999328% to the Class
IIA-4 Bonds;

(c) third, concurrently, until the Class
Principal Balance of the Class IIA-2 Bonds
has been reduced to zero, 87.500000000% to
the Class IIA-2 Bonds and 12.500000000% to
the Class IIA-4 Bonds;

(d) fourth, to the Class IIA-3 Bonds, until the
Class Principal Balance of the Class IIA-3
Bonds has been reduced to zero; and

(e) fifth, to the Class IIA-6 Bonds, until the
Class Principal Balance of the Class IIA-6
Bonds has been reduced to zero;

(iv) fourth, for so long as the Component Principal
Balances of each of the Group II Subordinate
Components has not been reduced to zero, to
Sub-Component IA-1-4II, to the extent of amounts
otherwise available to pay the Group II Subordinate
Principal Payment Amount (without regard to clause
(B) of such definition) on such Payment Date, the sum
of (a) with respect to each Group II Discount Loan,
principal in an amount equal to the related
Sub-Component IA-1-4II Fraction of the related
Sub-Component IA-1-4II Losses Payable for such
Payment Date and (b) the sum of amounts, if any, by
which the Sub-Component IA-1-4II Losses Payable with
respect to each Group II Discount Loan for each prior
Payment Date exceeded the amount actually paid in
respect thereof on each such prior Payment Date and
not subsequently paid; provided, that any amounts
paid in respect of losses pursuant to this paragraph
shall not cause a further reduction in the
Sub-Component IA-1-4II Principal Balance;

(v) fifth, to Component IIB-1, accrued and unpaid
interest at the Class B-1 Bond Interest Rate on the
Component IIB-1 Principal Balance;

(vi) sixth, to Component IIB-1, its pro rata share of the
Group II Subordinate Principal Payment Amount;

(vii) seventh, to Component IIB-2, accrued and unpaid
interest at the Class B-2 Bond Interest Rate on the
Component IIB-2 Principal Balance;

(viii) eighth, to Component IIB-2, its pro rata share of the
Group II Subordinate Principal Payment Amount;

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<PAGE> 42
(ix) ninth, to Component IIB-3, accrued and unpaid
interest at the Class B-3 Bond Interest Rate on the
Component IIB-3 Principal Balance;

(x) tenth, to Component IIB-3, its pro rata share of the
Group II Subordinate Principal Payment Amount;

(xi) eleventh, to the Group II Junior Subordinate
Components, interest and principal in the same manner
as for the Group II Senior Subordinate Components,
first to Component IIB-4, then to Component IIB-5 and
then to Component IIB-6;

(xii) twelfth, to each Group II Subordinate Component in
the order of seniority, the remaining portion, if
any, of the Available Funds for Group II, up to the
amount of unreimbursed Realized Losses previously
allocated to such Component, if any, provided payment
of any amount pursuant to this paragraph shall not
cause a further reduction in the Component Principal
Balance of any such Component; and

(xiii) thirteenth, as contingent interest to the Class RL
Bonds, the remaining portion, if any, of the
Available Funds for Group II for such Payment Date.

(c) Subordinate Components. With respect to the Subordinate
Components of each Bond Group, notwithstanding the foregoing, on any Payment
Date on which the Subordination Level for any Subordinate Component of a Bond
Group is less than such percentage as of the Cut-Off Date, the portion of the
Group I Subordinate Principal Payment Amount or Group II Subordinate Principal
Payment Amount, as applicable, for such Payment Date otherwise allocable to the
Subordinate Component or Components in the related Bond Group junior to such
Subordinate Component will be allocated to the most senior Subordinate
Component of such Bond Group for which the Subordination Level is less than
such percentage as of the Cut-Off Date and to the Subordinate Component or
Components in the related Bond Group senior thereto, pro rata according to the
Component Principal Balances of such Subordinate Components; provided, however,
that for purposes of the preceding calculation, Sub-Component IA-1-4II shall be
deemed to be included in the Group II Bonds and not in the Group I Bonds .

(d) On or After Group I Credit Support Depletion Date. On each
Payment Date on or after the Group I Credit Support Depletion Date, prior to the
acceleration, if any, of the Bonds, payments will be made with respect to the
Group I and Residual Bonds, subject, in each case, to the extent of the
Available Funds for Group I remaining following prior payments, if any, on such
Payment Date as follows:

(i) first, to Sub-Component IA-1-4I of the Class IA-1
Bonds, the Sub-Component IA-1-4I Discount Mortgage
Loan Principal Payment Amount for such Payment Date;

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<PAGE> 43
(ii) second, to the Group IA and Class IX Bonds (other
than Components IA-1-1 and IA-1-4 of the Class IA-1
Bonds) and the Residual Bonds, the Accrued Interest
for such Classes of Bonds for the current Payment
Date and any unpaid Accrued Interest with respect to
previous Payment Dates, pro rata (based on the amount
of interest to which each such Class or Component is
entitled to receive) provided, however, that no such
payments shall be made to Component IA-1- 2 on or
before the Component IA-1-2 Accretion Termination
Date or to the Class IA-4 Bonds on or before the
Class IA-4 Accretion Termination Date;

(iii) third, to the Group IA Bonds (other than the Class
IA-10 Bonds and Components IA-1-3 and IA-1-4 of the
Class IA-1 Bonds) and the Residual Bonds, the Group I
Senior Principal Payment Amount, pro rata according
to their respective Class Principal Balances and
Component Principal Balances; and

(iv) fourth, to the Class RL Bonds, the remaining portion,
if any, of the Available Funds for Group I for such
Payment Date.

(e) On or After Group II Credit Support Depletion Date. On each
Payment Date on or after the Group II Credit Support Depletion Date, prior to
the acceleration if any, of the Bonds, payments will be made with respect to the
Group II and Class RL Bonds and Sub-Component IA-1-4II of the Class IA-1 Bonds,
subject, in each case, to the extent of the Available Funds for Group II
remaining following prior payments, if any, on such Payment Date as follows:

(i) first, to Sub-Component IA-1-4II of the Class IA-1
Bonds, the Sub-Component IA-1-4II Discount Mortgage
Loan Principal Payment Amount for such Payment Date;

(ii) second, to the Group IIA and Class IIX Bonds, the
Accrued Interest for such Classes of Bonds for the
current Payment Date and any unpaid Accrued Interest
with respect to previous Payment Dates, pro rata
(based on the amount of interest to which each such
Class or Component is entitled to receive);

(iii) third, to the Group IIA Bonds (other than the Class
IIA-5 Bonds), the Group II Senior Principal Payment
Amount, pro rata, according to their respective Class
Principal Balances; and

(iv) fourth, as contingent interest to the Class RL Bonds,
the remaining portion, if any, of the Available Funds
for Group II for such Payment Date, as described in
the Indenture.

(f) Class RU Bonds. On each Payment Date, the Trustee shall pay
to the Holders of the Class RU Bonds as contingent interest any remaining
amounts in the Upper REMIC after

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<PAGE> 44
all amounts otherwise required to be paid have been so paid which remaining
amounts shall not reduce the Class Principal Balance of the Class RU Bonds.

Section 11. Payment on the Bonds On and After Acceleration.

On each Payment Date, if the Bonds are declared due and payable
pursuant to Section 5.2 of the Indenture, accrued interest on the Bonds shall
be paid pro rata in accordance with the amount of unpaid accrued interest and
payments of principal on the Outstanding Bonds (other than the Notional Amount
Bonds) shall be paid pro rata out of remaining Available Funds for both Loan
Groups in repayment first of any unpaid accrued interest on the Bonds and then
to repay any previously unpaid Realized Losses allocated to the Bonds, pro rata
in accordance with such unpaid Realized Losses.

Section 12. Allocation of Realized Losses.

(a) Except for all Excess Losses, Realized Losses with respect to
the Group I Loans shall be allocated among the Group I Subordinate Components,
Group I and Residual Bonds (i) for Realized Losses allocable to principal (a)
first, to Component IB-6 of the Class IB-6 Bonds, until the Component Principal
Balance thereof has been reduced to zero, (b) second, to Component IB-5 of the
Class IB-5 Bonds, until the Component Principal Balance thereof has been
reduced to zero, (c) third, to Component IB-4 of the Class IB-4 Bonds, until
the Component Principal Balance thereof has been reduced to zero, (d) fourth,
to Component IB-3 of the Class IB-3 Bonds, until the Component Principal
Balance thereof has been reduced to zero, (e) fifth, to Component IB-2 of the
Class IB-2 Bonds, until the Component Principal Balance thereof has been
reduced to zero, (f) sixth, to Component IB-1 of the Class IB-1 Bonds, until
the Component Principal Balance thereof has been reduced to zero, and (g)
seventh, to the Group IA and Residual Bonds, pro rata, according to their
respective Class Principal Balances (or Component Principal Balances, in the
case of Component IA-1-1 and IA-1-2 of the Class IA-1 Bonds and all Components
of the Class IA-9 Bonds) in reduction of their respective Class Principal or
Component Balances, as applicable, provided, however, that if the Realized Loss
is recognized with respect to a Group I Discount Loan, the Sub-Component
IA-1-4I Fraction of such loss will first be allocated to Sub- Component IA-1-4I
and the remainder of such loss will be allocated as described above in this
clause (i), and provided further, however, that any such Realized Losses
otherwise allocable to the Class IA-1 Bonds (other than Component IA-1-4 of the
Class IA-1 Bonds) or to the Class IA-8 Bonds will first be allocated to the
Class IA-5 Bonds until the Class Principal Balance thereof has been reduced to
zero; and (ii) for Realized Losses allocable to interest (a) first, to
Component IB-6 of the Class IB-6 Bonds, in reduction of accrued but unpaid
interest thereon and then in reduction of the Component Principal Balance
thereof, (b) second, to Component IB-5 of the Class IB-5 Bonds, in reduction of
accrued but unpaid interest thereon and then in reduction of the Component
Principal Balance thereof, (c) third, to Component IB-4 of the Class IB-4
Bonds, in reduction of accrued but unpaid interest thereon and then in
reduction of the Component Principal Balance thereof, (d) fourth, to Component
IB-3 of the Class IB-3 Bonds, in reduction of accrued but unpaid interest
thereon and then in reduction of the Component Principal Balance thereof, (e)
fifth, to Component IB-2 of the Class IB-2 Bonds, in reduction of accrued but
unpaid interest thereon and then in reduction of the Component Principal
Balance thereof, (f) sixth, to Component IB-1 of the Class IB-1 Bonds, in

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<PAGE> 45
reduction of accrued but unpaid interest thereon and then in reduction of the
Component Principal Balance thereof, and (g) seventh, to the Group IA Bonds
(other than Components IA-1-1 and IA-1-4 of the Class IA-1 Bonds), Class IX and
Residual Bonds, pro rata, according to accrued but unpaid interest on such
Classes of Bonds (or Components) and then pro rata according to their
respective Class Principal Balances (or Component Principal Balances in the
case of Component IA-1-2 of the Class IA-1 Bonds and all Components of the
Class IA-9 Bonds) in reduction of their respective Class Principal or Component
Balances, as applicable; provided, however, that any such Realized Losses
otherwise allocable to the Class IA-1 Bonds (other than Components IA-1-1 and
IA-1-4 of the Class IA-1 Bonds) or to the Class IA-8 Bonds will first be
allocated to the Class IA-5 Bonds in reduction of accrued but unpaid interest
thereon and then in reduction of the Class Principal Balance of the Class IA-5
Bonds.

(b) Except for Excess Losses, any Realized Losses with respect to
the Group II Loans shall be allocated among the Group II (i) for Realized
Losses allocable to principal (a) first, to Component IIB-6 of the Class IIB-6
Bonds, until the Component Principal Balance thereof has been reduced to zero,
(b) second, to Component IIB-5 of the Class IIB-5 Bonds, until the Component
Principal Balance thereof has been reduced to zero, (c) third, to Component
IIB-4 of the Class IIB-4 Bonds, until the Component Principal Balance thereof
has been reduced to zero, (d) fourth, to Component IIB-3 of the Class IIB-3
Bonds, until the Component Principal Balance thereof has been reduced to zero,
(e) fifth, to Component IIB-2 of the Class IIB-2 Bonds, until the Component
Principal Balance thereof has been reduced to zero, (f) sixth, to Component
IIB-1 of the Class IIB-1 Bonds, until the Component Principal Balance thereof
has been reduced to zero, and (g) seventh, to the Group IIA Bonds, pro rata,
according to their respective Class Principal Balances in reduction of their
respective Class Principal Balances; provided, however, that if the Realized
Loss is recognized with respect to a Group II Discount Loan, the Sub-Component
IIA-1-4II Fraction of such loss will first be allocated to Sub-Component
IIA-1-4II and the remainder of such loss will be allocated as described above
in this clause (i); and (ii) for Realized Losses allocable to interest (a)
first, to Component IIB-6 of the Class IIB-6 Bonds, in reduction of accrued but
unpaid interest thereon and then in reduction of the Component Principal
Balance thereof, (b) second, to Component IIB-5 of the Class IIB-5 Bonds, in
reduction of accrued but unpaid interest thereon and then in reduction of the
Component Principal Balance thereof, (c) third, to Component IIB-4 of the Class
IIB-4 Bonds, in reduction of accrued but unpaid interest thereon and then in
reduction of the Component Principal Balance thereof, (d) fourth, to Component
IIB-3 of the Class IIB-3 Bonds, in reduction of accrued but unpaid interest
thereon and then in reduction of the Component Principal Balance thereof, (e)
fifth, to Component IIB-2 of the Class IIB-2 Bonds, in reduction of accrued but
unpaid interest thereon and then in reduction of the Component Principal
Balance thereof, (f) sixth, to the Component IIB-1 of the Class IIB-1 Bonds, in
reduction of accrued but unpaid interest thereon and then in reduction of the
Component Principal Balance thereof, and (g) seventh, to the Group IIA and
Class IIX Bonds, pro rata, according to accrued but unpaid interest on such
Classes of Bonds and then pro rata according to their respective Class
Principal Balances in reduction thereof.

(c) Special Hazard Losses on Group I Loans in excess of the
Special Hazard Coverage on Group I Loans, Fraud Losses on Group I Loans in
excess of the Group I Fraud Coverage, and Bankruptcy Losses on Group I Loans in
excess of the Group I Bankruptcy Coverage shall be

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<PAGE> 46
allocated among the Group I, Residual Bonds and Component Principal Balances of
the Subordinate Components in Group I Bonds by Pro Rata Allocation.

Special Hazard Losses on Group II Loans in excess of the Special
Hazard Coverage on Group II Loans, Fraud Losses on Group II Loans in excess of
the Group II Fraud Coverage, and Bankruptcy Losses on Group II Loans in excess
of the Group II Bankruptcy Coverage shall be allocated among the Group II Bonds
by Pro Rata Allocation.

(d) On each Payment Date, after giving effect to the principal
payments and allocations of losses as provided herein (without regard to this
paragraph), if the aggregate of the Class Principal Balances of all outstanding
Group I Bonds and Residual Bonds and the Component Principal Balances of the
Group I Subordinate Components exceeds the aggregate Scheduled Principal
Balance of the Group I Loans remaining to be paid at the close of business on
the Cut-Off Date, after deduction of (i) all principal payments due on or
before the Cut-Off Date in respect of each such Mortgage Loan whether or not
paid and (ii) all amounts of principal in respect of each such Mortgage Loan
that have been received or advanced and included in the Available Funds for
Loan Group I Loans, and all losses in respect of each such Mortgage Loan that
have been allocated to Bonds, on such Payment Date or prior Payment Dates, then
such excess will be deemed a principal loss and will be allocated to the most
junior Group I Subordinate Component until the Component Principal Balance
thereof is reduced to zero, then to the next most junior Group I Subordinate
Component until the Component Principal Balance thereof is reduced to zero, and
so on.

On each Payment Date, after giving effect to the principal payments
and allocations of losses as provided herein (without regard to this
paragraph), if the aggregate of the Class Principal Balances of all outstanding
Group II Bonds and the Component Principal Balances of the Group II Subordinate
Components exceeds the aggregate Scheduled Principal Balance of the Group II
Loans remaining to be paid at the close of business on the Cut-Off Date, after
deduction of (i) all principal payments due on or before the Cut-Off Date in
respect of each such Mortgage Loan whether or not paid and (ii) all amounts of
principal in respect of each such Mortgage Loan that have been received or
advanced and included in the Available Funds for Group II Loans, and all losses
in respect of each such Mortgage Loan that have been allocated to Bonds, on
such Payment Date or prior Payment Dates, then such excess will be deemed a
principal loss and will be allocated to the most junior Group II Subordinate
Components until the Component Principal Balance thereof is reduced to zero,
then to the next most junior Group I Subordinate Component until the Component
Principal Balance thereof is reduced to zero, and so on.

(e) Any Realized Loss allocated to a Bond, Component or
Sub-component shall be allocated to the Corresponding Class of Lower Tier
Interest.

(f) All payments with respect to a Component or Sub-Component of a
Bond will be made to the Holder of such Bond.

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<PAGE> 47
Section 13. Transfer of Certificates to Trustee; Deposits to Collection
Account; Pledged Accounts.

(a) The Conventional Certificates shall have been registered in
the name of the Trustee or its Qualified Nominee by no later than the Closing
Date pursuant to Section 2.12(f) (iii) of the Indenture. The Trustee shall have
confirmed in writing on or prior to the Closing Date that it is holding such
Conventional Certificates as Trustee.

(b) The Issuer shall not be required to deposit funds in the
Collection Account on the Closing Date.

(c) A Qualified GIC shall not be granted to the Trustee with
respect to the investment of funds in any Pledged Account for the Series 1997-2
Bonds.

Section 14. Requirements for Issuance of Series 1997-2 Bonds.

Except as otherwise expressly provided immediately below and elsewhere
herein, no additional items shall be required to be delivered to the Trustee
pursuant to Sections 2.12(k) and 2.12(n) of the Indenture in connection with
the issuance of the Series 1997-2 Bonds:

(a) An executed counterpart of the Pooling and Servicing
Agreement.

(b) A certificate of a vice president of the Loan Sellers, dated
as of the Closing Date, certifying that the representations and warranties made
by the Loan Sellers in the respective Loan Sale Agreements are true and correct
as of the Closing Date.

Section 15. Calculations with Respect to Underlying Mortgage Loans.

Calculations with respect to the Mortgage Loans underlying the
Conventional Certificates granted as security for the Series 1997-2 Bonds shall
be made on a mortgage loan-by-mortgage loan basis to the extent required to
determine the amounts to be paid on the Bonds on each Payment Date.

Section 16. Redemption.

If on a Bond Redemption Date, the Bond Administrator or the Issuer
exercises its rights to purchase the Mortgage Loans pursuant to Section 9.01 of
the Pooling and Servicing Agreement, on the immediately following Payment Date
the Trustee shall apply the Repurchase Price in effecting a full redemption of
the Bonds.

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<PAGE> 48
Section 17. Actions by Trustee as Holder of Conventional Certificates.

(a) With the consent of the Holders of Series 1997-2 Bonds
representing not less than 66-2/3% of the aggregate Principal Balance of all
Outstanding Series 1997-2 Bonds, by Act of said Holders delivered to the Issuer
and the Trustee, the Issuer, when authorized by an Issuer Resolution, and the
Trustee may take any action that by the terms of the Pooling and Servicing
Agreement requires the consent of the holder of the Conventional Certificates,
including but not limited to: (1) entering into any amendments to the Pooling
and Servicing Agreement; (2) removing or consenting to the removal of, and
appointing or consenting to the appointment of, a successor Master Servicer;
and (3) removing or consenting to the removal of, and appointing or consenting
to the appointment of, the Person acting as trustee under the Pooling and
Servicing Agreement; provided, however, that no such action shall, without the
consent of the Holder of each Outstanding Bond affected thereby:

(1) reduce the amount of, or delay the timing of,
payments received on its trust estate that are
required to be distributed on any Conventional
Certificate or change the repurchase price with
respect thereto, change any place of payment where,
or the coin or currency in which, any Conventional
Certificate or any interest thereon is payable, or
impair the right to institute suit for the
enforcement of the payment of any installment of
interest or principal due on any Conventional
Certificate or adversely affect the tax consequences
to any holder of a Conventional Certificate;

(2) change the requirement of the consent of the holders
of the Conventional Certificate for any such action
pursuant to the Pooling and Servicing Agreement;

(3) modify any of the provisions of this Section, except
to increase any percentage specified herein; or

(4) permit the creation of any lien ranking prior to or
on a parity with the trust created by the Pooling and
Servicing Agreement with respect to any part of its
trust estate or terminate the trust created by the
Pooling and Servicing Agreement on any property at
any time subject thereto or deprive the Holder of any
Bond of the security afforded by the Conventional
Certificate;

provided, however, that notwithstanding the foregoing provisions of this
Section, Issuer and the Trustee may, without the consent of any Holder of any
Series 1997-2 Bonds, consent to the release from or termination of the trust
created by the Pooling and Servicing Agreement with respect to any Mortgage
Loan when such action by the Issuer and the Trustee is specifically authorized
by any other provision of the Indenture, this Series 1997-2 Supplement or the
Pooling and Servicing Agreement.

The Trustee may in its discretion determine whether or not any Series
1997-2 Bonds would be affected by any proposed action and any such
determination shall be conclusive upon the Holders

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<PAGE> 49
of all series 1997-2 Bonds, whether theretofore or thereafter authenticated and
delivered hereunder. The Trustee shall not be liable for any such
determination made in good faith.

It shall not be necessary for any Act of Bondholders under this
Section to approve the particular form of any written instrument proposed to
effect such action, but it shall be sufficient if such Act shall approve the
substance thereof.

Promptly after the execution by the Issuer and the Trustee of any
written instrument proposed to effect such action pursuant to this Section, the
Issuer shall mail to the Holders of the Series 1997-2 Bonds to which such
action relates a notice setting forth in general terms the substance of such
action. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
action.

(b) The Issuer hereby acknowledges and agrees that should the
Person acting as trustee under the Pooling and Servicing Agreement demand
indemnity satisfactory to it as a condition precedent to taking any action
requested by the Trustee, as holder of the Conventional Certificates, the
Trustee hereunder shall have no duty or obligation to advance its own funds in
fulfillment of such indemnity, but rather may request such indemnity from the
Issuer or from the Holders of the Series 1997-2 Bonds.

Section 18. REMIC Administration.

(a) The Trustee shall perform all duties of the Issuer under
Section 4.3 of the Indenture; provided, however, the Bond Administrator shall
perform all computations required to be performed hereunder in connection with
monthly payments to the Holders. Pursuant to the Pooling and Servicing
Agreement, PNC Mortgage Securities Corp. has agreed to serve as Bond
Administrator. The Trustee shall make elections to treat the Lower REMIC and
Upper REMIC as REMICs under the Code and, if necessary, under applicable state
law. Such elections will be made on Forms 1066 or other appropriate federal
tax or information return or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Bonds are issued. For
the purposes of the REMIC elections in respect of the Trust Estate, each Class
of Bonds having no Components (other than the Class RL and Class RU Bonds),
each Component (other than the Component IA-1-4) and each Sub-Component shall
be designated as the "regular interests" and the Class RU Bonds shall be
designated as the sole class of "residual interest" in the Upper REMIC. The
Lower Tier Interests shall be designated as the "regular interests" and the
Class RL Bonds shall be designated as the sole class of "residual interest" in
the Lower REMIC. The Trustee shall not permit the creation of any "interests"
in the Trust Estate (within the meaning of Section 860G of the Code) other than
the interests represented by the Lower REMIC Interests and the Bonds (including
the Components and Sub-Components).

(b) The Closing Date is hereby designated as the "Startup Day" of
each of the Lower REMIC and Upper REMIC within the meaning of Section
860G(a)(9) of the Code.

(c) The Trustee shall pay out of its own funds, without any right
of reimbursement from the Trust Estate, any and all expenses relating to any
tax audit of the Trust Estate (including, but not

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<PAGE> 50
limited to, any professional fees or any administrative or judicial proceedings
with respect thereto that involved the Internal Revenue Service or state tax
authorities), other than the expense of obtaining any tax related Opinion of
Counsel not obtained in connection with such an audit and other than taxes, in
either case except as specified in the Pooling and Servicing Agreement. The
holder of the largest Percentage Interest of the Class RU Bonds shall be the
tax matters person of the Upper REMIC and the holder of the largest Percentage
Interest of the Class RL Bonds shall be the tax matters person of the Lower
REMIC, in each case in the manner provided under Treasury Regulations Section
1.860F- 4(d) and Temporary Treasury Regulations Section 301.6231(a)(7)-1 and
the Trustee is hereby irrevocably designated and shall serve as
attorney-in-fact and agent for any such Persons that are tax matters persons.
The Trustee, as designated by the tax matters persons, shall (i) act on behalf
of the Upper REMIC and Lower REMIC in relation to any tax matter or controversy
involving either the Upper REMIC or the Lower REMIC and (ii) represent the
Upper REMIC and Lower REMIC in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority with
respect thereto. To the extent authorized under the Code and the regulations
promulgated thereunder, the Issuer hereby irrevocably appoints and authorizes
the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the REMICs.

(d) The Trustee shall prepare or cause to be prepared, sign and
file all of the Tax Returns in respect of each Series 1997-2 REMIC, other than
Tax Returns required to be filed by a Master Servicer pursuant to the Pooling
and Servicing Agreement. The expenses of preparing and filing such returns
shall be borne by the Trustee without any right of reimbursement therefor. The
Trustee shall cause the first federal income tax return of each Series 1997-2
REMIC to include the information required by Treasury Regulation Section
1.860D-1(d)(2) and Treasury Regulation Section 1.860F- 4(b)(2).

(e) The Trustee shall perform on behalf of the Trust Estate all
reporting and other tax compliance duties that are the responsibility of the
Trust Estate under the Code, REMIC Provisions or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trustee shall provide (i) to any Transferor of a
Class RU or a Class RL Bond such information as is necessary for the
application of any tax relating to the transfer of a Class RU or a Class RL
Bond to any Person who is not a Permitted Transferee, (ii) to Bondholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption) and (iii) to the Internal
Revenue Service the name, title, address and telephone number of the person who
will serve as the representative of the Trust Estate. In addition, the Issuer
Administrator shall provide or cause to be provided to the Trustee, within ten
(10) days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Bonds, including, without limitation, the price, yield, and
prepayment assumption of the Bonds. The Prepayment Assumption for the purposes
of Section 4.3(b)(iv) of the Indenture is the Prepayment Assumption as defined
in Section 11 hereof.

(f) The Trustee shall take such action and shall cause the Trust
Estate created hereunder to take such action as shall be necessary to create or
maintain the status of each Series 1997-2

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<PAGE> 51
REMIC as REMICs under the REMIC Provisions. The Trustee shall not take any
action, cause either the Upper REMIC or the Lower REMIC to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of the either the Upper REMIC or the Lower REMIC as a REMIC or (ii)
result in the imposition of a tax upon the Trust Estate (including but not
limited to the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the
Trustee has received an Opinion of Counsel (at the expense of the party seeking
to take such action but in no event shall such Opinion of Counsel be an expense
of the Trustee) to the effect that the contemplated action will not, with
respect to either the Upper REMIC or the Lower REMIC created hereunder,
endanger such status or result in the imposition of such a tax. The Trustee
shall cause the Master Servicers not to take or fail to take any action
(whether or not authorized hereunder) as to which the Trustee has received an
Opinion of Counsel (which such Opinion of Counsel shall not be an expense of
the Trustee) to the effect that an Adverse REMIC Event could occur with respect
to such action. At all times as may be required by the Code, the Trustee will
take no action, nor permit any such action, that it knows will cause
substantially all of the assets of the Trust Estate to not consist of
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

(g) In the event that any tax is imposed on "prohibited
transactions" of either the Upper REMIC or the Lower REMIC created hereunder as
defined in Section 860F(a)(2) of the Code, on "net income from foreclosure
property" of either the Upper REMIC or the Lower REMIC as defined in Section
860G(c) of the Code, on any contributions to either the Upper REMIC or the
Lower REMIC after the Startup Day therefor pursuant to Section 860G(d) of the
Code, or any other tax is imposed by the Code or any applicable provisions of
state or local tax laws, such tax shall be charged (i) to the Trustee pursuant
to Section 17(m) hereof, if such tax arises out of or results from a breach by
the Trustee of any of its obligations hereunder, (ii) to the applicable Master
Servicer pursuant to the Pooling and Servicing Agreement, if such tax arises
out of or results from a breach by such Master Servicer of any of its
obligations under the Pooling and Servicing Agreement, or otherwise (iii)
Available Funds.

(h) On or before April 15 of each calendar year, commencing April
15, 1998, the Trustee shall deliver to each Master Servicer and each Rating
Agency a certificate from a Responsible Officer of the Trustee stating the
Trustee's compliance with this Section 18.

(i) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to the Trust Estate on a calendar year and on an
accrual basis.

(j) The Trustee shall not permit the acquisition of any assets by
either the Upper REMIC or the Lower REMIC unless it shall have received an
Opinion of Counsel (which such Opinion of Counsel shall not be an expense of
the Trustee) to the effect that the inclusion of such assets in either the
Upper REMIC or the Lower REMIC will not cause either the Upper REMIC or the
Lower REMIC to fail to qualify as a REMIC at any time that any Bonds are
outstanding or subject either the Upper REMIC or the Lower REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

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<PAGE> 52
(k) The Trustee shall not enter into any arrangement by which
either the Upper REMIC or the Lower REMIC will receive a fee or other
compensation for services nor permit either of such REMICs to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

(l) Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii)
of the Treasury Regulations, the "latest possible maturity date" of each
regular interest in the Lower REMIC and Upper REMIC would be reduced to zero is
the Payment Date occurring in November 2027.

(m) The Trustee agrees to indemnify the Trust Estate, the Issuer,
the Bond Administrator, and the Master Servicers for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Estate, the Issuer or the Master Servicers, as a result
of a breach of the Trustee's covenants set forth in Section 18 hereof provided
that the Trustee shall not indemnify the Bond Administrator for any taxes or
costs arising out of the Bond Administrator's breach of its duties under
Section 18(c) hereof.

(n) The Lower Tier Interests shall be issued as non-certificated
interests. The Trustee shall be the sole holder of the Lower Tier Interests,
which shall not be transferable under any circumstances. The Class RL Bonds
shall be issued in fully registered certificated form and shall be executed and
authenticated as provided herein. Principal of and interest on the Lower Tier
Interests shall be allocated to the Corresponding Classes of Bonds in the
manner set forth in the following table.

<TABLE>
<CAPTION>
Lower Tier Initial Lower Lower Tier Corresponding Class of Stated
Interest Tier Balance Interest Bonds or Components Maturity Date
Rate %
- -------------------------------------------------------------------------------------------------------
Interest Principal
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LTIA-1-1 12,368,998 None 0 IA-1-1 November 25, 2027

LTIA-1-2 138,125,000 7.400 IA-1-2 IA-1-2 November 25, 2027

LTIA-1-3 (1) 7.2500 IA-1-3 0 November 25, 2027

LTIA-1-4I 1,591,028 None 0 IA-1-4I November 25, 2027

LTIA-1-4II 894,711 None 0 IA-1-4II November 25, 2027

LTIA-2 39,100,200 6.6000 IA-2 IA-2 November 25, 2027

LTIA-3 15,745,000 6.5000 IA-3 IA-3 November 25, 2027

LTIA- 4 7,750,000 7.4000 IA-4 IA-4 November 25, 2027

LTIA-5 11,580,000 7.2500 IA-5 IA-5 November 25, 2027

LTIA-6 70,008,075 7.2500 IA-6 IA-6 November 25, 2027

LTIA-7 179,804,570 7.0000 IA-7 IA-7 November 25, 2027
</TABLE>

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<PAGE> 53
<TABLE>
<CAPTION>
Lower Tier Initial Lower Lower Tier Corresponding Class of Stated
Interest Tier Balance Interest Bonds or Components Maturity Date
Rate %
- -------------------------------------------------------------------------------------------------------
Interest Principal
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LTIA-8 57,324,965 7.4000 IA-8 IA-8 November 25, 2027

LTIA-9 101,445,224 9.0000 IA-9-1 IA-9-1 November 25, 2027
IA-9-2 IA-9-2
IA-9-3 IA-9-3
IA-10

LTIA-11 31,440,000 7.2500 IA-11 IA-11 November 25, 2027

LTIA-12 37,917,363 7.2500 IA-12 IA-12 November 25, 2027

LTIA-13 10,696,500 6.6000 IA-13 IA-13 November 25, 2027

LTIA-14 10,134,654 6.6000 IA-14 IA-14 November 25, 2027

LTIA-15 31,416,600 6.5000 IA-15 IA-15 November 25, 2027

LTIX (2) 7.2500 IX 0 November 25, 2027

LTIIA-1 65,076,568 7.0000 IIA-1 IIA-1 November 25, 2027

LTIIA-2 22,456,000 7.0000 IIA-2 IIA-2 November 25, 2027

LTIIA-3 10,951,000 7.2500 IIA-3 IIA-3 November 25, 2027

LTIIA-4 12,504,652 9.0000 IIA-4 IIA-4 November 25, 2027
IIA-5
LTIIA-6 19,585,000 7.2500 IIA-6 IIA-6 November 25, 2027

LTIIX (3) 7.2500 IIX 0 November 25, 2027

LTIB-1 24,010,101 7.2500 IB-1 IB-1 November 25, 2027

LTIIB-1 2,890,917 7.2500 IIB-1 IIB-1 November 25, 2027

LTIB-2 8,003,367 7.2500 IB-2 IB-2 November 25, 2027

LTIIB-2 1,376,627 7.2500 IIB-2 IIB-2 November 25, 2027

LTIB-3 4,802,020 7.2500 LTIB-3 LTIB-3 November 25, 2027

LTIIB-3 757,145 7.2500 LTIIB-3 LTIIB-3 November 25, 2027

LTIB-4 2,401,010 7.2500 LTIB-4 LTIB-4 November 25, 2027

LTIIB-4 412,988 7.2500 LTIIB-4 LTIIB-4 November 25, 2027

LTIB-5 2,401,010 7.2500 LTIB-5 LTIB-5 November 25, 2027

LTIIB-5 344,156 7.2500 LTIIB-5 LTIIB-5 November 25, 2027

LTIB-6 2,401,011 7.2500 LTIB-6 LTIB-6 November 25, 2027
</TABLE>

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<PAGE> 54
<TABLE>
<CAPTION>
Lower Tier Initial Lower Lower Tier Corresponding Class of Stated
Interest Tier Balance Interest Bonds or Components Maturity Date
Rate %
- -------------------------------------------------------------------------------------------------------
Interest Principal
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LTIIB-6 412,992 7.2500 LTIIB-6 LTIIB-6 November 25, 2027

LTR-U 100 7.2500 RU RU November 25, 2027
</TABLE>

(1) LTIA-1-3 has a Notional Amount equal to the Component IA-1-3 Notional
Amount.

(2) LTIX has a Notional Amount equal to the Class IX Notional Amount.

(3) LTIIX has a Notional Amount equal to the class IIX Notional Amount.

Section 19. Form of Series 1997-2 Bonds; Matters Relating to Book Entry
Bonds.

(a) The Series 1997-2 Bonds shall be in the respective forms
attached hereto as Exhibits A-1 through A-8. If the Series 1997-2 Bonds are
listed on any stock exchange at any time after the Closing Date, then the
Issuer shall, if required as a condition to such listing, prepare and deliver
to the Trustee Series 1997-2 Bonds in substantially the same form as the Series
1997-2 Bonds issued on the Closing Date, but with such other additional
features and such modifications, if any, as shall be deemed by the Issuer to be
necessary or appropriate in order to comply with the requirements of such stock
exchange for the listing of the Series 1997-2 Bonds on such exchange. Series
1997-2 Bonds in the form issued on the Closing Date shall thereafter be
exchangeable for Series 1997-2 Bonds in such revised form to the same extent as
temporary Bonds are exchangeable for definitive Bonds pursuant to Section 2.6
of the Indenture. The Issuer shall also include in the Series 1997-2 Bonds of
any Class any information required to be set forth therein pursuant to the Code
and applicable regulations thereunder.

(b) Each Class of Book Entry Bonds will be issued in the form of a
single typewritten bond certificate (each, a "DTC Certificate") to be delivered
to the Clearing Agency by the Issuer substantially in the respective forms for
each such Class of Bonds attached as exhibits hereto. The DTC Certificate for
each such Class of Bonds shall be initially registered on the Bond Register in
the name of the nominee of such Clearing Agency and no Beneficial Owner will
receive a certificate representing its interests in any Class of Book Entry
Bonds except in the event that the Trustee issues Definitive Bonds, as provided
in Section 2.14 of the Indenture. Pursuant to the Letter Agreement, while each
Class of the Book Entry Bonds remains outstanding and such Clearing Agency
remains the Holder, it will agree to make book-entry transfers among the
Clearing Agency Participants and receive and transmit payments of principal of,
and interest on, the Book Entry Bonds until and unless the Trustee
authenticates and delivers Definitive Bonds to the Beneficial Owners of the
Book Entry Bonds or their nominees, as described in Section 2.14 of the
Indenture.

(c) Prior to Book Entry Termination, each Class of Book Entry
Bonds will remain registered in the name of the Clearing Agency or its nominee
and at all times: (i) registration of the Book Entry Bonds may not be
transferred by the Trustee or the Bond Registrar except to another

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<PAGE> 55
Clearing Agency; (ii) the Clearing Agency shall maintain book entry records
with respect to the Beneficial Owners and with respect to ownership and
transfers of such Book Entry Bonds; (iii) ownership and transfers of
registration of the Book Entry Bonds on the books of the Clearing Agency shall
be governed by applicable rules established by the Clearing Agency; (iv) the
Clearing Agency may collect its usual and customary fees, charges and expenses
from its Clearing Agency Participants; (v) the Trustee shall deal with the
Clearing Agency, Clearing Agency Participants and indirect participating firms
as representatives of the Beneficial owners of the Book Entry Bonds for
purposes of exercising the rights of holders under the Indenture, and requests
and directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Beneficial Owners; and
(vi) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Clearing Agency with respect to its Clearing
Agency Participants and furnished by the Clearing Agency Participants with
respect to indirect participating firms and their direct or indirect Beneficial
Owners.

Section 20. The Bond Administrator and the Trustee.

The Bond Administrator, pursuant to the Pooling and Servicing
Agreement, will provide the Certificate Trustee who will provide the Trustee
with certain information concerning the Mortgage Loans underlying the
Conventional Certificates. The Trustee shall not be required to recompute,
verify or recalculate the information supplied to it by the Issuer or the Bond
Administrator and may conclusively rely and shall be protected in relying on
the accuracy of all such information in performing its duties and
responsibilities hereunder.

Section 21. Supplements, Modifications and Ratifications of Indenture.

(a) The Trustee will be required to mail, in each year when
required by the TIA, to all Bondholders a brief report relating to its
eligibility and qualifications to continue as the Trustee under the Indenture,
any amounts advanced by it under the Indenture, the amount, interest rate and
maturity date of certain indebtedness owing by the Issuer to it in the
Trustee's commercial capacity, the property and funds physically held by the
Trustee as such, any release or substitution of property subject to the lien of
the Indenture which has not been previously reported, any additional Series of
Bonds not previously reported and any action taken by the Trustee which
materially affects the Series 1997-2 Bonds and which has not been previously
reported.

(b) Any references in the Indenture to "the Trust Estate securing
a Series as a REMIC" are hereby deemed to refer to "each Series REMIC as
REMIC".

(c) References to "Residual Interest Holders" in the Indenture are
hereby deemed to refer to the Holders of the Class RU and Class RL Bonds with
respect to the related Series REMIC.

(d) For purposes of clause (y) of the first paragraph of Section
4.1 of the Indenture, the final distribution of assets in each REMIC after all
Bonds have received all required principal and interest payments shall be made
as follows: (i) in the case of an optional redemption pursuant to Section 16 of
this Series 1997-2 Supplement with respect to the Lower REMIC, to the purchaser
of

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<PAGE> 56
the Mortgage Loans, and with respect to the Upper REMIC, to the Class RU Bonds
and (ii) in all other cases to the Class RU and Class RL Bonds pursuant to this
Series 1997-2 Supplement.

(e) For purposes of Section 5. 8 of the Indenture, Clause Second
(b), interest shall be paid to the twenty- fifth day before the date fixed for
payment in Section 5.8 in the case of all Classes and Components of Bonds,
except that interest shall be paid on the Floater Bonds and Inverse Floater
Bonds to the date fixed for payment.

(f) For purposes of Section 5.8 of the Indenture, Clause Fifth,
subclause (ii), the remaining assets included in each Series REMIC shall be
paid to the Class RU and Class RL Bonds to the extent such assets remain in the
Upper REMIC or Lower REMIC, respectively.

(g) For purposes of Section 8.2(d) of the Indenture, assets
released from the Indenture pursuant to such Section and payable to the
Residual Interest shall be paid to the Class RU and Class RL Bonds to the
extent such assets remain in the Upper REMIC or Lower REMIC, respectively.

(h) Section 1.1 of the Indenture is hereby amended to restate
subsection (x) of the definition of "Eligible Investments" as follows:

(x) any other demand, money market or time deposit
obligation, security or investment which is acceptable to each of the
Rating Agencies as confirmed in writing by each such Rating Agency.

(i) The Indenture as modified and supplemented by this Series
1997-2 Supplement with respect to the Series 1997-2 Bonds (but which
modification and supplement shall not apply to any other Series of Bonds unless
otherwise specified in the related Series Supplement) is in all respects
ratified and confirmed, and the Indenture as so modified and supplemented by
this Series 1997-2 Supplement shall be read, taken and construed as one and the
same instrument.

(j) Section 2.15(b) of the Indenture shall not apply to transfers
of the Class IA-1, Class B-4, Class B-5 or Class B-6 Bonds. The following
provisions shall apply to such Bonds in lieu of Section 2.15(b) of the
Indenture:

(1) Except as provided in Section 21(j)(2), no transfer,
sale, pledge or other disposition of a Class B-4 Security, Class B-5
Security, or Class B-6 Security, shall be made unless such transfer,
sale, pledge or other disposition is exempt from the registration
requirements of the Bonds Act of 1933, as amended (the "Act"), and any
applicable state securities laws or is made in accordance with said
Act and laws. In the event that a transfer of a Class B-4 Security,
Class B-5 Security, or Class B-6 Security is to be made under this
Section 21(j)(1), (i) except with respect to sales by the Initial
Purchaser, the Issuer may direct the Trustee to require an Opinion of
Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Issuer that such transfer shall be made pursuant to an
exemption, describing the applicable exemption and the basis therefor,
from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the
Issuer or the Master Servicer, provided that such Opinion of

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<PAGE> 57
Counsel will not be required in connection with the initial transfer
of any such Security by the Issuer or any affiliate thereof, to an
affiliate of the Issuer or the Initial Purchaser and (ii) the Trustee
shall require the transferee to execute a representation letter,
substantially in the form of Exhibit C-1 hereto, and the Trustee shall
require the transferor to execute a representation letter,
substantially in the form of Exhibit C-2 hereto, each acceptable to
and in form and substance satisfactory to the Issuer and the Trustee
certifying to the Issuer and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the
Trustee, the Issuer or the Master Servicer; provided however that such
representation letters will not be required in connection with any
transfer of any such Security by the Issuer to an affiliate of the
Issuer, or the Initial Purchaser and the Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of
the Trustee, shall be a written representation) from the Issuer of the
status of such transferee as an affiliate of the Issuer. Any such
Bondholder (other than the Initial Purchaser) desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee,
the Issuer, the Loan Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not
made in accordance with such applicable federal and state laws.

(2) Transfers of Class IA-1, Class B-4, Class B-5 and
Class B-6 Bonds may be made in accordance with this Section 21(j)(2)
if the prospective transferee of a Security provides the Trustee and
the Issuer with an investment letter substantially in the form of
Exhibit C-3 attached hereto, which investment letter shall not be an
expense of the Trustee or the Issuer, and which investment letter
states that, among other things, such transferee is a "qualified
institutional buyer" as defined under Rule 144A. Such transfers shall
be deemed to have complied with the requirements of Section 21(j)(1)
hereof; provided, however, that no Transfer of any of the Bonds may be
made pursuant to this Section 2(c) by the Issuer. Any such Bondholder
desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Issuer against any liability that may
result if the transfer is not so exempt or is not made in accordance
with such applicable federal and state laws.

(k) The references to Exhibit D in the Indenture shall instead be to
Exhibit C-1 or Exhibit C-3.

(1) Any references in the Indenture to "Administrator" are hereby
deemed to refer to the applicable Master Servicer under the Pooling and
Servicing Agreement. Any references to the "Pooling and Administration
Agreement" in the Indenture are hereby deemed to refer to the "Pooling and
Servicing Agreement." The following definitions in Section 1.1 of the Indenture
shall not be applicable to the Series 1997-2 Bonds: "Bankruptcy Coverage
Termination Date", "Bankruptcy Loss", "Bankruptcy Loss Amount", "Business Day",
"Conventional Certificate Prepayment Reserve Amount", "Cross-over Date", "Debt
Service Reduction", "Deficient Valuation", "Excess Bankruptcy Loss", "Excess
Fraud Loss", "Excess Special Hazard Loss", "Expense Reserve Amount", "Fraud
Loss", "Fraud Loss Amount", "Fraud Loss Coverage Termination Date", "Manager",
"Net Interest Shortfall", "Net Liquidation Proceeds", "Realized Losses",
"Reinvestment Income", "Remittance Date", "Reserve Interest Rate", "Special
Hazard Loss", "Special Hazard Loss Amount", "Special Hazard Coverage Termination
Date", and "Variable Rate Bond Redemption Price". Under Section 2.3 of the
Indenture, the Bond Administrator shall determine the interest applicable to
each Class

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<PAGE> 58
of Variable Rate Bonds instead of the Trustee. In Section 3.3 of the Indenture
the last sentence shall be amended to read as follows "The Trustee may adopt
and employ, at the expense of the Bond Administrator, any reasonable means of
notification of such repayment (including but not limited to, mailing notice of
such repayment to Holders whose Bonds have been called but have not been
surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Trustee or any
Agent, at the last address of record for each such Holder)." Section 6.7 of
the Indenture shall be completely restated as follows "The Trustee shall be
compensated and reimbursed for its expenses pursuant to the provisions of the
Pooling and Servicing Agreement." Section 8.9 of the Indenture shall not
apply.

Section 22. Counterparts.

This Series 1997-2 Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.

SECTION 23. GOVERNING LAW.

AS PROVIDED IN SECTION 11.13 OF THE INDENTURE, THIS SERIES SUPPLEMENT
AND EACH SERIES 1997-2 BOND ISSUED HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.

Section 24. Notices.

(a) All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
by telecopy or mailed by registered mail, postage prepaid, to (a) in the case
of the Issuer, 2711 North Haskell Avenue, Suite 1000, Dallas, Texas 75204,
Attention: Julie A. Moore, Telecopy No. (214) 874-2599, Confirmation No. (214)
874-2501, and (b) in the case of the Trustee, 180 East Fifth Street, St. Paul,
Minnesota 55101, Attention: Christina Hatfield, Telecopy No. (612) 244-0010,
Confirmation No. (612) 244-4300, or such other address or telecopy number as
may hereafter be furnished by any of the parties hereto, in writing, to the
other parties hereto. Unless otherwise specified herein, any notice required
or permitted to be mailed to a Bondholder shall be given by registered mail,
postage prepaid, at the address of such holder as shown. Any notice so mailed
within the time prescribed herein shall be conclusively presumed to have been
duly given, whether or not the Bondholder receives such notice.

(b) The Trustee shall as soon as practicable notify the Rating
Agencies in writing of the following circumstances:

(i) any amendment to the Indenture or this supplement
pursuant to Section 9.1 or 9.2 of the Indenture, in
which case the Trustee shall accompany such notice
with a copy of the executed supplemental indenture
effecting such amendment;

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<PAGE> 59
(ii) the occurrence of an Event of Default and the action,
if any, taken as a consequence thereof;

(iii) the resignation or removal of the Trustee and the
appointment of any successor Trustee;

(iv) the final Payment Date on the Bonds; and

(v) each Payment Date Statement.

The Issuer shall, as soon as practicable, notify the Rating Agencies of the
appointment of any successor Trustee pursuant to Section 6.10 of the Indenture
in the event that the resigning or removed Trustee is unable so to do. All
notices to the Rating Agencies under this Section 24 shall be deemed to have
been duly given if mailed by registered mail, postage prepaid, or express
courier service, to (a) in the case of S&P, Standard & Poor's Ratings Group, 25
Broadway, New York, New York 10004, Attention: Residential Mortgage Department
and (b) in the case of Duff & Phelps Credit Rating Co., 55 East Monroe Street,
Chicago, Illinois 60603, Attention: Structured Finance Group. Failure to give
any notice as required by this clause (b) of Section 24 shall not constitute a
breach hereof by any party hereto.

-56-
<PAGE> 60
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Series
1997-2 Supplement to be duly executed by their respective officers thereunto
duly authorized and duly attested in the case of the Issuer to be hereunto
affixed all as of the day and year first above written.

CMC SECURITIES CORPORATION IV

By:
---------------------------------
Name: Wade Walker
Title: Vice President-Asset
and Liability Management

Attest:
----------------------------
Name: David Barbour
Title: Assistant Secretary

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:
----------------------------------
Name: Christina Hatfield
Title: Vice President

Series Supplement - Signature Page
<PAGE> 61
STATE OF TEXAS )
) : ss.:
COUNTY OF DALLAS )

On the ____ day of October, 1997, before me personally came WADE
WALKER, to me known, who, being by me duly sworn, did depose and say that he
resides at Dallas, Texas; that he is the Vice President--Asset and Liability
Management of CMC SECURITIES CORPORATION IV, the corporation that executed the
above instrument as Issuer; and that he signed his name thereto by order of the
Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

[NOTARY SEAL] ------------------------------
Notary Public

STATE OF TEXAS )
) : ss.:
COUNTY OF DALLAS )

On the ____ day of October, 1997, before me personally came Christina
Hatfield, to me known, who, being by me duly sworn did depose and say that she
resides at St. Paul, Minnesota; that she is Vice President of U.S. BANK
NATIONAL ASSOCIATION, the national banking association described in and that
executed the above instrument as Trustee; and that she signed her name thereto
by order of the Board of Directors of said national banking association.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

[NOTARY SEAL] ------------------------------
Notary Public

Series Supplement - Signature Page

<PAGE> 1
EXHIBIT 10.1

CMC SECURITIES CORPORATION IV,

as Depositor

PNC MORTGAGE SECURITIES CORP.,

as Master Servicer and Bond Administrator

INDYMAC, INC.

as Master Servicer

and

U.S. BANK
NATIONAL ASSOCIATION,

as Certificate Trustee

POOLING AND SERVICING AGREEMENT

$937,999,464.84

CMC Securities Corporation IV
CMO Pass-Through Program

Mortgage Pass-Through Certificates
Series 1997-2

Cut-Off Date: October 1, 1997

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Preliminary Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

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

ARTICLE II

CONVEYANCE OF THE TRUST FUND;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of the Trust Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.02. Acceptance by Certificate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 2.03. Representations and Warranties of Loan Sellers . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.04. Authentication of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. PNC and IndyMac to Act as Master Servicers . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 3.02. Custodial Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 3.03. The Investment Account; Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . 35
Section 3.04. The Certificate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 3.05. Permitted Withdrawals from the Certificate Account and Custodial
Accounts for P&I and of Buydown Funds from the Buydown
Fund Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 3.06. Maintenance of Primary Insurance Policies; Collections
Thereunder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 3.07. Maintenance of Hazard Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 3.08. Enforcement of Due-on-Sale Clauses; Assumption Agreements . . . . . . . . . . . . . . . . 40
Section 3.09. Realization Upon Defaulted Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 3.10. Certificate Trustee to Cooperate; Release of Mortgage Files . . . . . . . . . . . . . . . 42
Section 3.11. Compensation to the Master Servicers, the Servicers and
the Bond Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 3.12. Reports to the Certificate Trustee; Certificate Account Statement . . . . . . . . . . . . 43
Section 3.13. Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 3.14. Duties with respect to REMICs. . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 3.15. Annual Independent Public Accountants' Servicing Report . . . . . . . . . . . . . . . . . 45
Section 3.16. Special Servicing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

i
<PAGE> 3
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 3.17. Assumption or Termination of Selling and Servicing Contracts by
Certificate Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES

Section 4.01. Distributions to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 4.02. Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 4.03. Advances by the Master Servicers; Distribution Reports to the
Certificate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 4.04. Nonrecoverable Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE V

THE CERTIFICATES

Section 5.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.02. Certificates Issuable in Series; Authorized Denominations . . . . . . . . . . . . . . . . 50
Section 5.03. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . . . 51
Section 5.04. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . . . 51
Section 5.05. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 5.06. Office for Transfer of Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE VI

THE COMPANY, THE MASTER SERVICER AND THE BOND ADMINISTRATOR

Section 6.01. Liability of the Company, the Master Servicers and the
Bond Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 6.02. Merger or Consolidation of the Company, a Master Servicer
or the Bond Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 6.03. Limitation on Liability of the Company, the Master Servicers,
the Bond Administrator and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 6.04. The Company, Each Master Servicer and the Bond Administrator
Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE VII

DEFAULT

Section 7.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 7.02. Certificate Trustee to Act; Appointment of Successor . . . . . . . . . . . . . . . . . . . 57
</TABLE>

ii
<PAGE> 4
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 7.03. Notification to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE VIII

CONCERNING THE CERTIFICATE TRUSTEE

Section 8.01. Duties of Certificate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 8.02. Certain Matters Affecting the Certificate Trustee . . . . . . . . . . . . . . . . . . . . 59
Section 8.03. Certificate Trustee Not Liable for Certificates or Mortgage Loans . . . . . . . . . . . . 60
Section 8.04. Certificate Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 8.05. The Bond Administrator to Pay Certificate Trustee's Fees and
Expenses; Indemnification of Certificate Trustee; Additional
Duties of Bond Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 8.06. Eligibility Requirements for Certificate Trustee . . . . . . . . . . . . . . . . . . . . . 61
Section 8.07. Resignation and Removal of Certificate Trustee . . . . . . . . . . . . . . . . . . . . . . 61
Section 8.08. Successor Certificate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 8.09. Merger or Consolidation of Certificate Trustee . . . . . . . . . . . . . . . . . . . . . . 62
Section 8.10. Appointment of Co-Certificate Trustee or Separate Certificate
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 8.11. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 8.12. Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE IX

TERMINATION

Section 9.01. Termination Upon Repurchase by the Company or Liquidation
of All Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 9.02. Additional Termination Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 9.03. Trusts Irrevocable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 10.02. Recordation of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 10.03. Limitation on Rights of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 10.04. Access to List of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 10.05. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 10.06. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 10.07. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 10.08. Counterpart Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
</TABLE>

iii
<PAGE> 5
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 10.09. Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 10.10. Notices and Copies to Rating Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
</TABLE>

EXHIBITS

<TABLE>
<S> <C> <C>
Exhibit A -- Forms of Certificates
Exhibit B -- Schedule of PNC Mortgage Loans
Exhibit C -- Schedule of PHH Mortgage Loans
Exhibit D -- Schedule of IndyMac Mortgage Loans
Exhibit E(1) -- Form of Selling and Servicing Contract (PHH and PNC)
Exhibit E(2) -- Form of Selling and Servicing Contract (IndyMac)
Exhibit F -- Form of Purchaser Representation Letter
Exhibit G -- Form of Trustee's Certificate of Review of Mortgage Loans
Exhibit H -- Schedule of Certain Mortgage Loans With Group Primary Insurance Policies
Exhibit I(1) -- Form of Master Servicer's Section 3.12 Report (PHH and PNC)
Exhibit I(2) -- Form of Master Servicer's Section 3.12 Report (IndyMac)
Exhibit J(1) -- Form of Master Servicer's Section 4.02 Report (PHH and PNC)
Exhibit J(2) -- Form of Master Servicer's Section 4.02 Report (IndyMac)
</TABLE>

SCHEDULES

<TABLE>
<S> <C>
Schedule I - Schedule of Group I Loans
Schedule II - Schedule of Group II Loans
</TABLE>

iv
<PAGE> 6

This Pooling and Servicing Agreement, dated and effective as of
October 1, 1997 (this "Agreement"), is executed by and among CMC Securities
Corporation IV, as Depositor (the "Company"), PNC Mortgage Securities Corp. and
IndyMac, Inc., each as Master Servicer (each, a "Master Servicer"), PNC
Mortgage Securities Corp., as Bond Administrator (the "Bond Administrator") and
U.S. Bank National Association, as Certificate Trustee (the "Certificate
Trustee"). Capitalized terms used in this Agreement and not otherwise defined
have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Company at the Closing Date is the owner of the Mortgage Loans and
the other property being conveyed by it to the Certificate Trustee for
inclusion in the related Trust Funds. On the Closing Date, the Company will
acquire the Certificates from the related Trust Funds as consideration for its
transfer to the related Trust Funds of the related Mortgage Loans and certain
other assets and will be the owner of the Certificates. The Certificates will
be issued hereunder in two Series, each of which shall evidence the entire
beneficial ownership interest in a Loan Group consisting of Mortgage Loans. The
Company has duly authorized the execution and delivery of this Agreement to
provide for the conveyance to the Certificate Trustee of the Mortgage Loans and
the issuance to the Company of the Certificates representing in the aggregate
the entire beneficial ownership of each Trust Fund, the conveyance to the
Certificate Trustee by the Company of the Certificates. All covenants and
agreements made by the Company and the Certificate Trustee herein with respect
to the related Mortgage Loans and the other property constituting each Trust
Fund are for the benefit of the Holders from time to time of the related Series
of Certificates. The Company is entering into this Agreement, and the
Certificate Trustee is accepting the trusts created hereby, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.

W I T N E S S E T H :

WHEREAS, the Company is a corporation duly organized and existing
under and by virtue of the laws of the State of Delaware and has full corporate
power and authority to enter into this Agreement and to undertake the
obligations undertaken by it herein;

WHEREAS, the Company is the owner of the Mortgage Loans identified in
the Mortgage Loan Schedules having unpaid Scheduled Principal Balances on the
Cut-Off Date as stated therein;

WHEREAS, the Company has been duly authorized to (i) create a trust
(each, a "Trust") to hold each Trust Fund, consisting of the related Mortgage
Loans and certain other property, (ii) create a Series of Certificates
evidencing undivided beneficial ownership interests in such Trust, and (iii)
pledge such Certificates to the Indenture Trustee pursuant to the Indenture;

1
<PAGE> 7
WHEREAS, the Certificate Trustee is a national banking association
duly organized and existing under the laws of the United States and has full
power and authority to enter into this Agreement.

NOW, THEREFORE, in order to declare the terms and conditions upon
which the Certificates are, and are to be, authenticated, issued and delivered,
and in consideration of the premises and of the purchase and acceptance of the
Certificates by the Holders thereof, the Company covenants and agrees with the
Certificate Trustee, for the equal and proportionate benefit of the respective
Holders from time to time of the Certificates, as follows:

ARTICLE I

Section 1.01. Definitions.

Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Indenture.

Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

Aggregate Certificate Principal Balance: At any given time, the sum of
the then current Certificate Principal Balances of the Certificates.

Appraised Value: The amount set forth in an appraisal made by or for
the mortgage originator in connection with its origination of each Mortgage
Loan.

Assignment of Proprietary Lease: With respect to a Cooperative Loan,
the assignment of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.

Authenticating Agent: Any authenticating agent appointed by the
Certificate Trustee pursuant to Section 8.11.

Authorized Denomination: With respect to the Certificates, an initial
Certificate Principal Balance equal to $25,000 and integral multiples of $1 in
excess thereof, except that one Certificate of each Series may be issued in a
different amount.

Available Funds: On any Distribution Date, the sum of the following
amounts:

(1) the total amount of all cash received by or on behalf
of the related Master Servicer with respect to the related Mortgage
Loans by the Determination Date for such Distribution Date and not
previously distributed (including Monthly P&I Advances made by
Servicers, proceeds of Liquidated Mortgage Loans and scheduled amounts
of distributions from Buydown Funds respecting Buydown Loans, if any),
except:

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(a) all scheduled payments of principal and
interest collected but due on a date subsequent to the related
Due Date;

(b) all Curtailments received after the Prior
Period (together with any interest payment received with such
prepayments to the extent that it represents the payment of
interest accrued on a related Mortgage Loan subsequent to the
Prior Period);

(c) (i) in the case of the PNC Mortgage Loans and the
PHH Mortgage Loans, all Payoffs received on or after the 15th
day of the month of any such Determination Date (together with
any interest payment received with such Payoffs to the extent
that it represents the payment of interest accrued on a
related Mortgage Loan subsequent to the calendar month prior
to such Determination Date), and interest accrued during the
period from the 1st to the 14th day of the month of such
Determination Date and received with Payoffs received during
such period, which interest shall not be included in the
calculation of the Available Funds for any Payment Date, and
(ii) in the case of the IndyMac Mortgage Loans, all Payoffs
received after the Prior Period, together with any interest
payment received with such Payoffs;

(d) Insurance Proceeds and Liquidation Proceeds
received after the Prior Period;

(e) all amounts in the Certificate Account which
are due and reimbursable to a Servicer or a Master Servicer
pursuant to the terms of this Agreement;

(f) the sum of the Master Servicing Fee, the Bond
Administrator Fee and the Servicing Fee for each Mortgage
Loan; and

(g) Excess Liquidation Proceeds;

(2) the sum, to the extent not previously distributed, of the
following amounts, to the extent advanced or received, as applicable, by the
related Master Servicer by the Distribution Date:

(a) any Monthly P&I Advance made by such Master
Servicer to the Certificate Trustee with respect to such
Distribution Date; and

(b) Compensating Interest; and

(3) the total amount, to the extent not previously distributed, of
all cash received by the Distribution Date by the Certificate Trustee, in
respect of a Purchase Obligation under Section 2.02 or any permitted repurchase
of a Mortgage Loan.

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<PAGE> 9
Bankruptcy Coverage: With respect to a Loan Group, the Bankruptcy
Coverage Initial Amount for such Loan Group, less (a) any scheduled or
permissible reduction in the amount of Bankruptcy Coverage pursuant to this
definition and (b) Bankruptcy Losses allocated to the Certificates. Bankruptcy
Coverage may be reduced upon written confirmation from the Rating Agency that
such reduction will not adversely affect the then current ratings assigned to
the Bonds by the Rating Agency.

Bankruptcy Coverage Initial Amount: The Group I Bankruptcy Coverage
Initial Amount or the Group II Bankruptcy Coverage Initial Amount, as
applicable.

Bankruptcy Loss: A loss on a Mortgage Loan arising out of (i) a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a case under the United States Bankruptcy Code, other
than any such reduction that arises out of clause (ii) of this definition of
"Bankruptcy Loss," including, without limitation, any such reduction that
results in a permanent forgiveness of principal, or (ii) a valuation, by a
court of competent jurisdiction in a case under such Bankruptcy Code, of the
related Mortgaged Property in an amount less than the then Scheduled Principal
Balance of such Mortgage Loan.

Bonds: The bonds issued pursuant to the Indenture.

Bond Administrator: PNC Mortgage Securities Corp., or its successors
and assigns.

Bond Administrator Fee: The fee charged by the Bond Administrator for
performing its duties hereunder, equal to a per annum rate equal to 0.005% on
the Scheduled Principal Balance of each IndyMac Mortgage Loan, payable monthly
from the Certificate Account.

Business Day: Any day other than a Saturday, a Sunday, or a day on
which banking institutions in Minneapolis, Minnesota or New York, New York are
authorized or obligated by law or executive order to be closed.

Buydown Agreement: An agreement between a Person and a Mortgagor
pursuant to which such Person has provided a Buydown Fund.

Buydown Fund: A fund provided by the originator of a Mortgage Loan or
another Person with respect to a Buydown Loan which provides an amount
sufficient to subsidize regularly scheduled principal and interest payments due
on such Buydown Loan for a period. Buydown Funds may be (i) funded at the par
values of future payment subsidies, or (ii) funded in an amount less than the
par values of future payment subsidies, and determined by discounting such par
values in accordance with interest accruing on such amounts, in which event
they will be deposited in an account bearing interest. Buydown Funds may be
held in a separate Buydown Fund Account or may be held in a Custodial Account
for P&I or a Custodial Account for Reserves and monitored by a Servicer.

Buydown Fund Account: A separate account or accounts created and
maintained pursuant to Section 3.02 (a) with the corporate trust department of
the Certificate Trustee or another financial

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<PAGE> 10
institution approved by the related Master Servicer, (b) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to
the Rating Agency) created, maintained and monitored by a Servicer or (c) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. Such account or accounts may be non-interest bearing or may bear
interest. In the event that a Buydown Fund Account is established pursuant to
clause (b) of the preceding sentence, amounts held in such Buydown Fund Account
shall not exceed the level of deposit insurance coverage on such account;
accordingly, more than one Buydown Fund Account may be established.

Buydown Loan: A Mortgage Loan for which the Mortgage Rate has been
subsidized through a Buydown Fund provided at the time of origination of such
Mortgage Loan.

Certificate: Any one of the Certificates issued pursuant to this
Agreement, executed by the Certificate Trustee and authenticated by or on
behalf of the Certificate Trustee hereunder in substantially the form set forth
in Exhibit A.

Certificate Account: The separate trust account created and maintained
with the Certificate Trustee, an Investment Depository or any other bank or
trust company acceptable to the Rating Agency which is incorporated under the
laws of the United States or any state thereof pursuant to Section 3.04, which
account shall bear a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Certificate Trustee on behalf
of the Certificateholders or any other account serving a similar function
acceptable to the Rating Agency. Funds in the Certificate Account may be
invested in Eligible Investments and reinvestment earnings thereon (net of
investment losses and any Payoff Earnings applied to Compensating Interest)
shall be paid to the Bond Administrator as additional compensation for the Bond
Administrator's duties under this Agreement. Funds deposited in the
Certificate Account (exclusive of the Master Servicing Fee and the Bond
Administrator Fee, if any) shall be held in trust for the Certificateholders
and for the uses and purposes set forth in Section 3.04, Section 3.05 and
Section 4.01.

Certificate Account Statement: With respect to the Certificate
Account, a statement delivered by the Bond Administrator to the Certificate
Trustee pursuant to Section 3.12.

Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in
the name of the Company, any Master Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Fractional Undivided Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Fractional Undivided Interests necessary to effect any such
consent has been obtained; provided, that the Certificate Trustee may
conclusively rely upon an Officer's Certificate to determine whether any Person
is an affiliate of the Company or any Master Servicer.

Certificate Register and Certificate Registrar: The register
maintained and the registrar appointed, respectively, pursuant to Section 5.03.

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<PAGE> 11
Certificate Principal Balance: With respect to a Series of
Certificates, the Initial Certificate Principal Balance of such Series of
Certificates, reduced by all amounts of principal distributed in respect of
such Series of Certificates pursuant to the terms of this Agreement, and
further reduced by the principal portion of any Realized Losses allocated in
respect of such Series of Certificates pursuant to the terms of this Agreement.

Certificate Trustee: U.S. Bank National Association, or its
successor-in-interest as provided in Section 8.09, or any successor trustee
appointed as herein provided.

Closing Date: October 29, 1997.

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

Company: CMC Securities Corporation IV, a Delaware corporation, or its
successor-in-interest.

Compensating Interest: With respect to a Series for any Distribution
Date, and with respect to the PNC Mortgage Loans and the PHH Mortgage Loans
included in such Series, the lesser of (i) the sum of (a) the aggregate Master
Servicing Fee, (b) the aggregate Payoff Earnings and (c) the aggregate Payoff
Interest and (ii) the aggregate Uncollected Interest. With respect to a Series
for any Distribution Date, and with respect to the IndyMac Mortgage Loans
included in such Series, the lesser of (i) two-thirds of the aggregate Master
Servicing Fee, and (ii) the sum of (a) the aggregate Uncollected Interest and
(b) the aggregate Curtailment Shortfall.

Cooperative: A private, cooperative housing corporation organized
under the laws of, and headquartered in, the State of New York which owns or
leases land and all or part of a building or buildings located in the State of
New York, including apartments, spaces used for commercial purposes and common
areas therein and whose board of directors authorizes, among other things, the
sale of Cooperative Stock.

Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.

Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.

Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred

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<PAGE> 12
and assigned to the Certificate Trustee pursuant to Section 2.01 and are from
time to time held as part of the related Trust Fund.

Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.

Cooperative Stock Certificate: With respect to a Cooperative Loan,
the stock certificate or other instrument evidencing the related Cooperative
Stock.

Corporate Trust Office: The corporate trust office of the Certificate
Trustee in the State of Minnesota, at which at any particular time its
corporate trust business with respect to this Agreement shall be administered,
which office at the date of the execution of this Agreement is located at 180
East 5th Street, SPFT0210, St. Paul, MN 55101, Attention: Structured Finance
CMCSC IV 1997-2.

Curtailment: Any payment of principal on a Mortgage Loan, made by or
on behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid
Monthly Payment or a Payoff, which is applied to reduce the Scheduled Principal
Balance of the Mortgage Loan.

Curtailment Shortfall: With respect to any Curtailment applied with a
Monthly Payment other than a Prepaid Monthly Payment, an amount equal to one
month's interest on such Curtailment at the applicable Net Mortgage Rate on
such Mortgage Loan.

Custodial Account for P&I: The Custodial Account for Principal and
Interest established and maintained by each Servicer pursuant to its Selling
and Servicing Contract and caused by the related Master Servicer to be
established and maintained pursuant to Section 3.02 (a) with the corporate
trust department of the Certificate Trustee or another financial institution
approved by the related Master Servicer such that the rights of the related
Master Servicer, the Certificate Trustee and the Certificateholders thereto
shall be fully protected against the claims of any creditors of the applicable
Servicer and of any creditors or depositors of the institution in which such
account is maintained, (b) within FDIC insured accounts (or other accounts with
comparable insurance coverage acceptable to the Rating Agency) created,
maintained and monitored by a Servicer or (c) in a separate non-trust account
without FDIC or other insurance in an Eligible Institution. In the event that a
Custodial Account for P&I is established pursuant to clause (b) of the
preceding sentence, amounts held in such Custodial Account for P&I shall not
exceed the level of deposit insurance coverage on such account; accordingly,
more than one Custodial Account for P&I may be established. Any amount that is
at any time not protected or insured in accordance with the first sentence of
this definition of "Custodial Account for P&I" shall promptly be withdrawn from
such Custodial Account for P&I and be remitted to the Investment Account.

Custodial Account for Reserves: The Custodial Account for Reserves
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the related Master Servicer to be established
and maintained pursuant to Section 3.02 (a) with the corporate trust department
of the Certificate Trustee or another financial institution approved by the
related Master Servicer such that the rights of the related Master Servicer,
the Certificate Trustee and the Certificateholders thereto shall be fully
protected against the claims of any creditors of the applicable

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<PAGE> 13
Servicer and of any creditors or depositors of the institution in which such
account is maintained, (b) within FDIC insured accounts (or other accounts with
comparable insurance coverage acceptable to the Rating Agency) created,
maintained and monitored by a Servicer or (c) in a separate non-trust account
without FDIC or other insurance in an Eligible Institution. In the event that a
Custodial Account for Reserves is established pursuant to clause (b) of the
preceding sentence, amounts held in such Custodial Account for Reserves shall
not exceed the level of deposit insurance coverage on such account;
accordingly, more than one Custodial Account for Reserves may be established.
Any amount that is at any time not protected or insured in accordance with the
first sentence of this definition of "Custodial Account for Reserves" shall
promptly be withdrawn from such Custodial Account for Reserves and be remitted
to the Investment Account.

Custodial Agreement: The agreement, if any, among the related Master
Servicer, the Certificate Trustee and a Custodian providing for the safekeeping
of the Mortgage Files on behalf of the Certificateholders.

Custodian: A custodian which is not an affiliate of either Master
Servicer or the Company and which is appointed pursuant to a Custodial
Agreement. Any Custodian so appointed shall act as agent on behalf of the
Certificate Trustee, and shall be compensated by the Certificate Trustee at no
additional charge to either Master Servicer. The Certificate Trustee shall
remain at all times responsible under the terms of this Agreement,
notwithstanding the fact that certain duties have been assigned to a Custodian.

Cut-Off Date: October 1, 1997.

DCR: Duff & Phelps Credit Rating Co., provided that at any time it be
a Rating Agency.

Defaulting Master Servicer: As such term is defined in Section
7.01(a).

Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.

Determination Date: A day not later than the 10th day preceding a
related Distribution Date.

Distribution Date: With respect to distributions on the Certificates,
the 25th day of each month (or if such 25th day is not a Business Day, the
Business Day immediately succeeding such 25th day), with the first such date
being November 25, 1997.

Due Date: The first day of each calendar month, which is the day on
which the Monthly Payment for each Mortgage Loan is due.

Eligible Account: An account maintained with an Eligible Institution.

Eligible Institution: An institution having (i) the highest short-term
debt rating, and one of the two highest long-term debt ratings of the Rating
Agency, (ii) with respect to any Custodial Account for P&I and special
Custodial Account for Reserves, an unsecured long-term debt rating

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<PAGE> 14
of at least one of the two highest unsecured long-term debt ratings of the
Rating Agency, (iii) with respect to any Buydown Fund Account or Custodial
Account which also serves as a Buydown Fund Account, the highest unsecured
long-term debt rating by the Rating Agency, or (iv) the approval of the Rating
Agency. Such institution may be the Servicer if the applicable Selling and
Servicing Contract requires the Servicer to provide the related Master Servicer
with written notice on the Business Day following the date on which the
Servicer determines that such Servicer's short-term debt and unsecured
long-term debt ratings fail to meet the requirements of the prior sentence.

Eligible Investments: Any one or more of the obligations or securities
listed below in which funds deposited in the Reserve Fund, if any, the
Investment Account, the Certificate Account, the Custodial Account for P&I and
the Custodial Account for Reserves may be invested:

(i) Obligations of, or guaranteed as to principal and interest
by, the United States or any agency or instrumentality thereof when
such obligations are backed by the full faith and credit of the United
States;

(ii) Repurchase agreements on obligations described in clause
(i) of this definition of "Eligible Investments," provided that the
unsecured obligations of the party agreeing to repurchase such
obligations have at the time the highest short term debt rating of the
Rating Agency and provided that such repurchaser's unsecured long term
debt has one of the two highest unsecured long term debt ratings of
the Rating Agency;

(iii) Federal funds, certificates of deposit, time deposits
and bankers' acceptances of any U.S. bank or trust company
incorporated under the laws of the United States or any state,
provided that the debt obligations of such bank or trust company at
the date of acquisition thereof have the highest short term debt
rating of the Rating Agency and has one of the two highest unsecured
long term debt ratings of the Rating Agency;

(iv) Obligations of, or obligations guaranteed by, any state
of the United States or the District of Columbia, provided that such
obligations at the date of acquisition thereof shall have the highest
long-term debt ratings available for such securities from the Rating
Agency;

(v) Commercial paper of any corporation incorporated under the
laws of the United States or any state thereof, which on the date of
acquisition has the highest commercial paper rating of the Rating
Agency, provided that the corporation has unsecured long term debt
that has one of the two highest unsecured long term debt ratings of
the Rating Agency;

(vi) Securities (other than stripped bonds or stripped
coupons) bearing interest or sold at a discount that are issued by any
corporation incorporated under the laws of the United States or any
state thereof and have the highest long-term unsecured rating
available for such securities from the Rating Agency; provided,
however, that

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<PAGE> 15
securities issued by any such corporation will not be investments to
the extent that investment therein would cause the outstanding
principal amount of securities issued by such corporation that are
then held as part of the Investment Account or the Certificate Account
to exceed 20% of the aggregate principal amount of all Eligible
Investments then held in the Investment Account and the Certificate
Account;

(vii) Units of taxable money market funds (which may be 12b-1
funds, as contemplated under the rules promulgated by the Securities
and Exchange Commission under the Investment Company Act of 1940),
which funds have the highest rating available for such securities from
the Rating Agency or which have been designated in writing by the
Rating Agency as Eligible Investments; and

(viii) Such other instruments as shall not affect the Ratings;

provided, however, that such obligation or security is held for a temporary
period pursuant to Section 1.860G-2(g)(1) of the Treasury Regulations, and that
such period can in no event exceed thirteen months.

In no event shall an instrument be an Eligible Investment if such
instrument (a) evidences a right to receive only interest payments with respect
to the obligations underlying such instrument or (b) has been purchased at a
price greater than the outstanding principal balance of such instrument.

Event of Default: Any event of default as specified in Section 7.01.

Excess Liquidation Proceeds: With respect to any Distribution Date,
the excess, if any, of aggregate Liquidation Proceeds in the preceding month
over the amount that would have been received if a Payoff had been made on the
last day of such month with respect to each Mortgage Loan which became a
Liquidated Mortgage Loan during such month.

FDIC: Federal Deposit Insurance Corporation, or any successor thereto.

FHA: Federal Housing Administration, or any successor thereto.

FHLB: Federal Home Loan Bank of San Francisco, or any successor
thereto.

FHLMC: Federal Home Loan Mortgage Corporation, or any successor
thereto.

FNMA: Federal National Mortgage Association, or any successor thereto.

Fractional Undivided Interest: With respect to any Certificate of a
Series, the fractional undivided interest in the related Trust Fund for such
Series as evidenced by such Certificate.

Fraud Coverage: During the period prior to the first anniversary of
the Cut-Off Date, and with respect to a Loan Group, the Fraud Coverage Initial
Amount for such Loan Group reduced by

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<PAGE> 16
Fraud Losses; during the period from the first anniversary of the Cut-Off Date
to (but not including) the fifth anniversary of the Cut-Off Date, the amount of
the Fraud Coverage on the most recent previous anniversary of the Cut-Off Date
(calculated in accordance with the second sentence of this definition) reduced
by Fraud Losses allocated to the related Series of Certificates since such
anniversary; and during the period on and after the fifth anniversary of the
Cut-Off Date, Fraud Coverage will be zero. On each anniversary of the Cut-Off
Date, Fraud Coverage shall be reduced to the lesser of (i) on the first,
second, third, and fourth anniversaries of the Cut-Off Date, 1.0% of the
aggregate principal balance of the Mortgage Loans as of the Due Date in the
preceding month and (ii) the excess of the Fraud Coverage Initial Amount over
cumulative Fraud Losses allocated to the related Series of Certificates to
date. Fraud Coverage may be reduced upon written confirmation from the Rating
Agency that such reduction will not adversely affect the then current ratings
assigned to the Bonds by the Rating Agency.

Fraud Coverage Initial Amount: The Group I Fraud Coverage Initial
Amount or the Group II Fraud Coverage Initial Amount, as applicable.

Fraud Loss: The occurrence of a loss on a Mortgage Loan arising from
any action, event or state of facts with respect to such Mortgage Loan which,
because it involved or arose out of any dishonest, fraudulent, criminal,
negligent or knowingly wrongful act, error or omission by the Mortgagor,
originator (or assignee thereof) of such Mortgage Loan, the related Loan
Seller, the related Lender, a Servicer or the related Master Servicer, would
result in an exclusion from, denial of, or defense to coverage which otherwise
would be provided by a Primary Insurance Policy previously issued with respect
to such Mortgage Loan.

Group I Loan: A Mortgage Loan listed on Schedule I attached hereto.

Group I Bankruptcy Coverage Initial Amount: $295,873.

Group I Fraud Coverage Initial Amount: $16,006,734.

Group I Special Hazard Coverage Initial Amount: $8,083,028.

Group II Loan: A Mortgage Loan listed on Schedule II attached hereto.

Group II Bankruptcy Coverage Initial Amount: $100,000.

Group II Fraud Coverage Initial Amount: $2,753,255.

Group II Special Hazard Coverage Initial Amount: $2,249,276.

Indenture: The Indenture, dated as of October 1, 1997, by and between
the Company and the Indenture Trustee, as supplemented by the Series
Supplement.

Indenture Trustee: U.S. Bank National Association, or its successors
and assigns under the Indenture.

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<PAGE> 17
IndyMac: IndyMac, Inc. and its permitted successors and assigns.

IndyMac Mortgage Loan: A mortgage loan listed on the IndyMac Mortgage
Loan Schedule.

IndyMac Mortgage Loan Schedule: The schedule, as amended from time to
time, of Mortgage Loans attached hereto as Exhibit D, which shall set forth as
to each IndyMac Mortgage Loan the following, among other things:

(i) its loan number,

(ii) the address of the Mortgaged Property,

(iii) the name of the Mortgagor,

(iv) the Original Value of the property subject to the
Mortgage,

(v) the Scheduled Principal Balance as of the Cut-Off
Date,

(vi) the Mortgage Rate borne by the Mortgage Note,

(vii) whether a Primary Insurance Policy is in effect as of
the Cut-Off Date,

(viii) the maturity of the Mortgage Note, and

(ix) the Servicing Fee and Master Servicing Fee.

Initial Certificate Principal Balance: With respect to the Series
1997-2A Certificates, $800,336,707.69, and with respect to the Series 1997-2B
Certificates, $137,662,757.15.

Insurance Proceeds: Amounts paid or payable by the insurer under any
Primary Insurance Policy or any other insurance policy (including any
replacement policy permitted under this Agreement), covering any Mortgage Loan
or Mortgaged Property, including, without limitation, any hazard insurance
policy required pursuant to Section 3.07, any title insurance policy required
pursuant to the applicable Selling and Servicing Contract, and any FHA
insurance policy or VA guaranty.

Investment Account: A commingled account (which shall be commingled
only with investment accounts related to series of pass-through certificates
with a class of certificates which has a rating equal to the highest of the
Ratings of the Bonds) maintained by a Master Servicer in the trust department
of an Investment Depository pursuant to Section 3.03 and which bears a
designation acceptable to the Rating Agency.

Investment Depository: Chemical Bank, New York, New York or another
bank or trust company designated from time to time by the related Master
Servicer. The Investment Depository shall at all times be an Eligible
Institution.

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<PAGE> 18
Lender: An institution from which the related Loan Seller purchased any
Mortgage Loan.

Liquidated Mortgage Loan: A Mortgage Loan as to which the related
Master Servicer or the applicable Servicer has determined in accordance with
its customary servicing practices that all amounts which it expects to recover
from or on account of such Mortgage Loan, whether from Insurance Proceeds,
Liquidation Proceeds or otherwise have been recovered. For purposes of this
definition, acquisition of a Mortgaged Property by the related Trust shall not
constitute final liquidation of the related Mortgage Loan.

Liquidation Principal: The principal portion of Liquidation Proceeds
received with respect to each Mortgage Loan which became a Liquidated Mortgage
Loan (but not in excess of the principal balance thereof) during the Prior
Period.

Liquidation Proceeds: Amounts after deduction of amounts reimbursable
under Sections 3.05(a)(i) and (ii) received and retained in connection with the
liquidation of defaulted Mortgage Loans, whether through foreclosure or
otherwise, other than Insurance Proceeds.

Loan Group: With respect to each Series, the pool of Mortgage Loans
assigned to such Series. The Loan Group with respect to Series 1997-2A shall
be the Group I Loans, and the Loan Group with respect to Series 1997-2B shall
be the Group II Loans.

Loan Sale Agreements: (1) With respect to the PNC Mortgage Loans, the
Mortgage Loan Purchase Agreement, Group No. 1997 WH-X/WH-X-1, dated as of
October 1, 1997 by and between PNC Mortgage Securities Corp. and DLJ Mortgage
Capital, Inc. ("DLJMC"); (2) with respect to the PHH Mortgage Loans, the
Seller's Purchase, Warranties and Servicing Agreement dated as of September 30,
1997 by and between PHH Mortgage Services Corporation and DLJMC; and (3) with
respect to the IndyMac Mortgage Loans, (a) the Mortgage Loan Purchase Agreement
dated as of October 1, 1997 by and between IndyMac, Inc. and DLJMC, and (b) the
Warranties and Servicing Agreement dated as of October 1, 1997 by and between
IndyMac and DLJMC.

Loan Seller: With respect to the PNC Mortgage Loans, PNC Mortgage
Securities Corp., a Delaware corporation; with respect to the PHH Mortgage
Loans, PHH U.S. Mortgage Corp., a Delaware corporation; and with respect to the
IndyMac Mortgage Loans, IndyMac, Inc., a Delaware corporation.

Loan-to-Value Ratio: The original principal amount of a Mortgage Loan
divided by the Original Value; however, references to "current Loan-to-Value
Ratio" shall mean the then outstanding principal balance of a Mortgage Loan
divided by the Original Value.

Lower REMIC: As defined in the Series Supplement.

Master Servicer: With respect to the PNC Mortgage Loans and the PHH
Mortgage Loans, PNC Mortgage Securities Corp., a Delaware corporation, or any
successor thereto appointed as provided pursuant to Section 7.02, acting to
service and administer such Mortgage Loans pursuant to Section 3.01; with
respect to the IndyMac Mortgage Loans, IndyMac, Inc., a Delaware

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<PAGE> 19
corporation, or any successor thereto appointed as provided pursuant to Section
7.02, acting to service and administer such Mortgage Loans pursuant to Section
3.01.

Master Servicer's Section 3.12 Report: With respect to the PNC
Mortgage Loans and the PHH Mortgage Loans, a report delivered by the related
Master Servicer to the Bond Administrator pursuant to Section 3.12 and
substantially in the form attached hereto as Exhibit I(1). With respect to the
IndyMac Mortgage Loans, a report delivered by the related Master Servicer to
the Bond Administrator pursuant to Section 3.12 and substantially in the form
attached hereto as Exhibit I(2).

Master Servicer's Section 4.02 Report: With respect to the PNC
Mortgage Loans and the PHH Mortgage Loans, a report delivered by the related
Master Servicer to the Bond Administrator pursuant to Section 4.02 and
substantially in the form attached hereto as Exhibit J(1). With respect to the
IndyMac Mortgage Loans, a report delivered by the related Master Servicer to
the Bond Administrator pursuant to Section 4.02 and substantially in the form
attached hereto as Exhibit J(2).

Master Servicing Fee: The fee charged by the applicable Master
Servicer for supervising the mortgage servicing and advancing certain expenses,
equal to a per annum rate set forth for each related Mortgage Loan in the
applicable Mortgage Loan Schedule on the Scheduled Principal Balance of such
Mortgage Loan, payable monthly from the Certificate Account.

Monthly P&I Advance: An advance of funds by a Master Servicer pursuant
to Section 4.03 or a Servicer pursuant to its Selling and Servicing Contract to
cover delinquent principal and interest installments.

Monthly Payment: The scheduled payment of principal and interest on a
Mortgage Loan (including any amounts due from a Buydown Fund, if any) which is
due on the related Due Date for such Mortgage Loan.

Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note.

Mortgaged Property: With respect to any Mortgage Loan, other than a
Cooperative Loan, the real property, together with improvements thereto, and,
with respect to any Cooperative Loan, the related Cooperative Stock and
Cooperative Lease, securing the indebtedness of the Mortgagor under the related
Mortgage Loan.

Mortgage File: The following documents or instruments with respect to
each Mortgage Loan transferred and assigned pursuant to Section 2.01, (X) with
respect to each Mortgage Loan that is not a Cooperative Loan:

(i) The original Mortgage Note endorsed to (a) "First Bank
National Association, as Custodian/Trustee, without recourse" or
"First Bank National Association, as Certificate Trustee for the
benefit of the Holders from time to time of CMC Securities Corporation
IV Mortgage Pass-Through Certificates, Series 1997-2, without
recourse" or (b) "U.S. Bank National Association, as
Custodian/Trustee, without recourse" or to "U.S. Bank National
Association, as trustee for the benefit

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of the Holders from time to time of CMC Securities Corporation IV
Mortgage Pass-Through Certificates, Series 1997-2, without recourse"
and all intervening endorsements evidencing a complete chain of
endorsements from the originator to the Certificate Trustee, or, in
the event of any Destroyed Mortgage Note, a copy or a duplicate
original of the Mortgage Note, together with an original lost note
affidavit from the originator of the related Mortgage Loan, the
related Loan Seller or Lender stating that the original Mortgage Note
was lost, misplaced or destroyed, together with a copy of the related
Mortgage Note; in the event the Mortgage Notes or the assignments
referred to in Section (iii)(2) of this definition of "Mortgage File"
are endorsed or executed in blank as of the Closing Date, the Company
shall, within 45 days of the Closing Date, cause such Mortgage Notes
or assignments to be endorsed or executed pursuant to the terms set
forth herein;

(ii) The Buydown Agreement, if applicable;

(iii) A Mortgage that is either

(1) the original recorded Mortgage with recording
information thereon for the jurisdiction in which the
Mortgaged Property is located, together with a Mortgage
assignment thereof in recordable form to "First Bank National
Association, as Custodian/Trustee," to "U.S. Bank National
Association, as Custodian/Trustee," to "First Bank National
Association, as Certificate Trustee for the Holders of CMC
Securities Corporation IV Mortgage Pass-Through Certificates,
Series 1997-2" or to "U.S. Bank National Association, as
Certificate Trustee for the Holders of CMC Securities
Corporation IV Mortgage Pass-Through Certificates, Series
1997-2" and all intervening assignments evidencing a complete
chain of assignment, from the originator to the name holder or
the payee endorsing the related Mortgage Note; or

(2) a copy of the Mortgage which represents a true
and correct reproduction of the original Mortgage and which
has either been certified (i) on the face thereof by the
public recording office in the appropriate jurisdiction in
which the Mortgaged Property is located, or (ii) by the
originator or Lender as a true and correct copy the original
of which has been sent for recordation and an original
Mortgage assignment thereof duly executed and acknowledged in
recordable form to "First Bank National Association, as
Custodian/Trustee," to "U.S. Bank National Association, as
Custodian/Trustee," to "First Bank National Association, as
Certificate Trustee for the Holders of CMC Securities
Corporation IV Mortgage Pass-Through Certificates, Series
1997-2" or to "U.S. Bank National Association, as Certificate
Trustee for the Holders of CMC Securities Corporation IV
Mortgage Pass-Through Certificates, Series 1997-2" and all
intervening assignments evidencing a complete chain of
assignment from the originator to the name holder or the payee
endorsing the related Mortgage Note;

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<PAGE> 21
(iv) A copy of (a) the title insurance policy, or (b) in lieu
thereof, a title insurance binder, a copy of an attorney's title
opinion, certificate or other evidence of title acceptable to the
Company; and

(v) For any Mortgage Loan that has been modified or amended,
the original instrument or instruments effecting such modification or
amendment.

and (Y) with respect to each Cooperative Loan:

(i) the original Mortgage Note endorsed to "First Bank
National Association, as Custodian/Trustee," to "U.S. Bank National
Association, as Custodian/Trustee," to "First Bank National
Association, as Certificate Trustee for the Holders of CMC Securities
Corporation IV Mortgage Pass-Through Certificates, Series 1997-2" or
to "U.S. Bank National Association, as Certificate Trustee for the
Holders of CMC Securities Corporation IV Mortgage Pass-Through
Certificates, Series 1997-2" and all intervening endorsements
evidencing a complete chain of endorsements, from the originator to
the Certificate Trustee, or, in the event of any Destroyed Mortgage
Note, a copy or a duplicate original of the Mortgage Note, together
with an original lost note affidavit from the originator of the
related Mortgage Loan, the related Loan Seller or Lender stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;

(ii) A counterpart of the Cooperative Lease and the Assignment
of Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Certificate Trustee;

(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative
Loan, together with an undated stock power (or other similar
instrument) executed in blank;

(iv) The original recognition agreement by the Cooperative of
the interests of the mortgagee with respect to the related Cooperative
Loan;

(v) The Security Agreement;

(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;

(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Certificate Trustee, each with
evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;

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<PAGE> 22
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary Lease
and the recognition agreement referenced in clause (iv) above, showing
an unbroken chain of title from the originator to the Certificate
Trustee;

(ix) An executed UCC-1 financing statement showing the Company
as debtor and the Certificate Trustee as secured party, each in a form
sufficient for filing, evidencing the interest of such debtors in the
Cooperative Loans; and

(x) For any Cooperative Loan that has been modified or
amended, the original instrument or instruments effecting such
modification or amendment.

Mortgage Loan Schedule: With respect to the PNC Mortgage Loans, the
PNC Mortgage Loan Schedule; with respect to the PHH Mortgage Loans, the PHH
Mortgage Loan Schedule; with respect to the IndyMac Mortgage Loans, the IndyMac
Mortgage Loan Schedule.

Mortgage Loans: The PNC Mortgage Loans, the PHH Mortgage Loans and the
IndyMac Mortgage Loans. As used herein, the term "Mortgage Loan" when used
with respect to each Cooperative Loan, also refers to the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate and Cooperative Lease, and, when used with respect to a Mortgage
Loan other than a Cooperative Loan, such term also refers to the Mortgages and
the related Mortgage Notes, each transferred and assigned to the Certificate
Trustee pursuant to the provisions hereof as from time to time are held as part
of the related Trust Fund, the Mortgage Loans so held being identified in the
applicable Mortgage Loan Schedule.

Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Pool: All of the Mortgage Loans.

Mortgage Rate: For each Mortgage Loan, a rate equal to the per annum
rate of interest borne by the Mortgage Note relating to such Mortgage Loan.

Mortgagor: The obligor on a Mortgage Note.

Net Mortgage Rate: For each Mortgage Loan, a rate equal to the
Mortgage Rate for such Mortgage Loan less the applicable per annum percentage
rates related to each of the Servicing Fee, the related Master Servicing Fee
and the Bond Administrator Fee, if any. For each Mortgage Loan, any
calculation of monthly interest at such rate shall be based upon annual
interest at such rate (computed on the basis of a 360-day year of twelve 30-day
months) on the Scheduled Principal Balance of the related Mortgage Loan divided
by twelve, and any calculation of interest at such rate by reason of a Payoff
shall be based upon annual interest at such rate on the Scheduled Principal
Balance of the related Mortgage Loan multiplied by a fraction, the numerator of
which is the number of days elapsed from the Due Date of the last scheduled
payment of principal and interest to, but not

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<PAGE> 23
including, the date of such Payoff, and the denominator of which is (a) for
Payoffs received on a Due Date, 360, and (b) for all other Payoffs, 365.

Nonrecoverable Advance: Any advance made by a Master Servicer or any
Servicer supervised by such Master Servicer which such Master Servicer shall
determine to be a Nonrecoverable Advance pursuant to Section 4.04 and which
was, or is proposed to be, made by (i) such Master Servicer or (ii) any
Servicer supervised by such Master Servicer pursuant to such Servicer's Selling
and Servicing Contract.

OTS: The Office of Thrift Supervision, or any successor thereto.

Officer's Certificate: A certificate signed by the Chairman of the
Board, the President, a Vice President, or the Treasurer of a Master Servicer
or a Loan Seller and delivered to the Certificate Trustee hereunder.

Opinion of Counsel: A written opinion of counsel, who may be counsel
for either Master Servicer, reasonably acceptable to the Certificate Trustee;
except that any opinion of counsel relating to (a) the qualification of any
account required to be maintained pursuant to this Agreement as an Eligible
Account, (b) qualification of either the Upper REMIC or the Lower REMIC as a
REMIC, (c) compliance with the REMIC Provisions or (d) resignation of a Master
Servicer pursuant to Section 6.04 must be an opinion of counsel who (i) is in
fact independent of the Master Servicers, (ii) does not have any direct
financial interest or any material indirect financial interest in the Master
Servicers or in an affiliate of either Master Servicer and (iii) is not
connected with a Master Servicer as an officer, employee, director or person
performing similar functions.

Optional Termination Date: Any Distribution Date on which the
aggregate Class Principal Balances of each Class of Bonds is equal to or less
than five percent (5%) of the aggregate Class Principal Balance of each Class
of Bonds on the Cut-Off Date.

Original Value: With respect to any Mortgage Loan other than a
Mortgage Loan originated for the purpose of refinancing an existing mortgage
debt, the lesser of (a) the Appraised Value (if any) of the Mortgaged Property
at the time the Mortgage Loan was originated or (b) the purchase price paid for
the Mortgaged Property by the Mortgagor. With respect to a Mortgage Loan
originated for the purpose of refinancing existing mortgage debt, the Original
Value shall be equal to the Appraised Value of the Mortgaged Property at the
time the Mortgage Loan was originated or the appraised value at the time the
refinanced mortgage debt was incurred.

Paying Agent: Any paying agent appointed by the Certificate Trustee
pursuant to Section 8.12.

Payoff: Any Mortgagor payment of principal on a Mortgage Loan equal to
the outstanding principal balance of such Mortgage Loan, if received in advance
of the last scheduled Due Date for such Mortgage Loan and accompanied by an
amount of interest equal to accrued unpaid interest on the Mortgage Loan to the
date of such payment-in-full.

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Payoff Earnings: For any Distribution Date with respect to each PNC
Mortgage Loan or each PHH Mortgage Loan on which a Payoff was received by the
related Master Servicer during the Payoff Period, the aggregate of the interest
earned by such Master Servicer from investment of each such Payoff from the
date of receipt of such Payoff until the Business Day immediately preceding the
related Distribution Date (net of investment losses).

Payoff Interest: For any Distribution Date with respect to each PNC
Mortgage Loan and each PHH Mortgage Loan for which a Payoff was received on or
after the second calendar day of the month of such Distribution Date and before
the 15th calendar day of such month, an amount of interest thereon at the
applicable Net Mortgage Rate from the first day of the month of distribution
through the day of receipt thereof; to the extent (together with Payoff
Earnings and the aggregate Master Servicing Fee) not required to be distributed
as Compensating Interest on such Distribution Date, Payoff Interest shall be
payable to the applicable Master Servicer as additional servicing compensation.

Payoff Period: With respect to the first Distribution Date, the period
from the Cut-Off Date through November 14, 1997, inclusive; and with respect
to any Distribution Date thereafter, the period from the 15th day of the Prior
Period through the 14th day of the month of such Distribution Date, inclusive.

Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

PHH Mortgage Loan: A mortgage loan listed on the PHH Mortgage Loan
Schedule.

PHH Mortgage Loan Schedule: The schedule, as amended from time to
time, of Mortgage Loans attached hereto as Exhibit C, which shall set forth as
to each PHH Mortgage Loan the following, among other things:

(i) its loan number,

(ii) the address of the Mortgaged Property,

(iii) the name of the Mortgagor,

(iv) the Original Value of the property subject to the
Mortgage,

(v) the Scheduled Principal Balance as of the Cut-Off
Date,

(vi) the Mortgage Rate borne by the Mortgage Note,

(vii) whether a Primary Insurance Policy is in effect as of
the Cut-Off Date,

(viii) the maturity of the Mortgage Note, and

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<PAGE> 25
(ix) the Servicing Fee and Master Servicing Fee.

PNC: PNC Mortgage Securities Corp., and its permitted successors and
assigns.

PNC Mortgage Loan: A mortgage loan listed on the PNC Mortgage Loan
Schedule.

PNC Mortgage Loan Schedule: The schedule, as amended from time to
time, of Mortgage Loans attached hereto as Exhibit B, which shall set forth as
to each PNC Mortgage Loan the following, among other things:

(i) its loan number,

(ii) the address of the Mortgaged Property,

(iii) the name of the Mortgagor,

(iv) the Original Value of the property subject to the
Mortgage,

(v) the Scheduled Principal Balance as of the Cut-Off
Date,

(vi) the Mortgage Rate borne by the Mortgage Note,

(vii) whether a Primary Insurance Policy is in effect as of
the Cut-Off Date,

(viii) the maturity of the Mortgage Note, and

(ix) the Servicing Fee and Master Servicing Fee.

Prepaid Monthly Payment: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Mortgage Loan on its
scheduled Due Date and held in the related Custodial Account for P&I until the
Withdrawal Date following its scheduled Due Date.

Primary Insurance Policy: A policy of mortgage guaranty insurance, if
any, on an individual Mortgage Loan, providing coverage as required by the
applicable Loan Sale Agreement.

Principal Payment: Any payment of principal on a Mortgage Loan other
than a Principal Prepayment.

Principal Payment Amount: On any Distribution Date, the sum of (i) the
scheduled principal payments on the Mortgage Loans due on the related Due Date,
(ii) the principal portion of repurchase proceeds received with respect to any
Mortgage Loan which was repurchased (or caused to be repurchased) by the
Company pursuant to a Purchase Obligation or as permitted by this Agreement
during the Prior Period, and (iii) any other unscheduled payments of principal
which were received with respect to any Mortgage Loan during the Prior Period,
other than Payoffs, Curtailments and Liquidation Principal.

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<PAGE> 26
Principal Prepayment: Any payment of principal on a Mortgage Loan
which constitutes a Payoff or a Curtailment.

Principal Prepayment Amount: On any Distribution Date, the sum of (i)
Curtailments received during the Prior Period and (ii) Payoffs received (A) in
the case of the PNC Mortgage Loans and the PHH Mortgage Loans, during the
Payoff Period, and (B) in the case of the IndyMac Mortgage Loans, during the
Prior Period.

Prior Period: The calendar month immediately preceding any
Distribution Date.

Purchase Obligation: An obligation of the Company to cause the
applicable Loan Seller to repurchase Mortgage Loans under the circumstances and
in the manner provided in Section 2.02.

Purchase Price: With respect to any Mortgage Loan to be purchased
pursuant to a Purchase Obligation, an amount equal to the sum of the Scheduled
Principal Balance thereof, and unpaid accrued interest thereon, if any, to the
last day of the calendar month in which the date of repurchase occurs at a rate
equal to the applicable Net Mortgage Rate; provided, however, that no Mortgage
Loan shall be purchased or required to be purchased pursuant to Section 2.03,
or more than two years after the Closing Date under Section 2.02, unless (a)
the Mortgage Loan to be purchased is in default, or default is in the judgment
of the related Master Servicer, reasonably imminent, or (b) the related Loan
Seller, at its own expense, delivers to the Certificate Trustee an Opinion of
Counsel to the effect that the purchase of such Mortgage Loan will not give
rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the
Code.

Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the states in which the Mortgaged
Properties are located if such qualification is necessary to issue the
applicable insurance policy or bond, duly authorized and licensed in such
states to transact the applicable insurance business and to write the insurance
provided by the Primary Insurance Policies and approved as an insurer by FHLMC
or FNMA and the applicable Master Servicer. A Qualified Insurer must have the
rating required by the Rating Agency.

Rating Agency: Initially, each of S&P and DCR, thereafter, each
nationally recognized statistical rating organization that has rated the Bonds
at the request of the Company, or their respective successors in interest.

Ratings: As of any date of determination, the ratings, if any, of the
Bonds as assigned by the Rating Agency.

Realized Loss: For any Distribution Date, with respect to any Mortgage
Loan which became a Liquidated Mortgage Loan during the related Prior Period,
the sum of (i) the principal balance of such Mortgage Loan remaining
outstanding and the principal portion of Nonrecoverable Advances actually
reimbursed with respect to such Mortgage Loan (the principal portion of such
Realized Loss), and (ii) the accrued interest on such Mortgage Loan remaining
unpaid and the interest portion of Nonrecoverable Advances actually reimbursed
with respect to such Mortgage Loan (the interest portion of such Realized
Loss). For any Distribution Date, with respect to any Mortgage Loan which is
not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with
respect to such Mortgage Loan as of the related Due Date.

Special Hazard Losses in excess of the Special Hazard Coverage for a
Loan Group, Fraud Losses in excess of the Fraud Coverage for a Loan Group, and
Bankruptcy Losses in excess of the

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<PAGE> 27
Bankruptcy Coverage for a Loan Group shall be allocated as Realized Losses to
the related Loan Group and will result in a corresponding reduction in the
Certificate Principal Balance of the related Series of Certificates.

Record Date: The last Business Day of the month immediately preceding
the month of the related Distribution Date.

Relief Act Shortfall: Any shortfall in interest collections resulting
from the application of the Soldiers' and Sailors' Civil Relief Act of 1940.

REMIC: A real estate mortgage investment conduit, as such term is
defined in the Code.

REMIC Loss: The failure of the Upper REMIC or Lower REMIC or any
portion thereof to qualify or to continue to qualify as a REMIC or the
imposition of a tax under the REMIC Provisions on any income of the Upper REMIC
or Lower REMIC.

REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and proposed, temporary and final regulations and published rulings, notices
and announcements promulgated thereunder, as the foregoing may be in effect
from time to time.

Repurchase Price: With respect to an Optional Termination Date, an
amount at least equal to the aggregate Class Principal Balance of each Class of
the then outstanding Bonds plus accrued interest thereon through the end of the
month preceding the month in which such Optional Termination Date occurs.

REO Property: A Mortgaged Property acquired by the related Trust
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

Responsible Officer: When used with respect to the Certificate
Trustee, any officer assigned to and working in its Corporate Trust Department
or similar group 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.

S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., provided that at any time it be a Rating Agency.

Scheduled Principal Balance: At the time of any determination, the
principal balance of a Mortgage Loan remaining to be paid at the close of
business on the Cut-Off Date, after deduction of all principal payments due on
or before the Cut-Off Date whether or not paid, reduced by all amounts
distributed or to be distributed to Certificateholders through the Distribution
Date in the month of determination that are reported as allocable to principal
(including Liquidation Principal) of such Mortgage Loan.

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In the case of a Substitute Mortgage Loan, "Scheduled Principal
Balance" shall mean, at the time of any determination, the principal balance of
such Substitute Mortgage Loan transferred to the related Trust Fund on the date
of substitution, reduced by all amounts distributed or to be distributed to
Certificateholders through the Distribution Date in the month of determination
that are reported as allocable to principal (including Liquidation Principal)
of such Substitute Mortgage Loan.

The Scheduled Principal Balance of a Mortgage Loan (including a
Substitute Mortgage Loan) shall not be adjusted solely by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period.

Whenever a Realized Loss has been incurred with respect to a Mortgage
Loan during a calendar month, the Scheduled Principal Balance of such Mortgage
Loan shall be reduced by the amount of such Realized Loss as of the
Distribution Date next following the end of such calendar month after giving
effect to the allocation of Realized Losses and distributions of principal to
the Certificates.

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

Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator of the Cooperative Loan
in the related Cooperative Stock.

Selling and Servicing Contract: (a) The contract between the related
Master Servicer and a Person relating to the sale of the Mortgage Loans to such
Master Servicer and the servicing of such Mortgage Loans, on behalf of such
Master Servicer, which contract is substantially in the form of Exhibit E(1)
hereto, in the case of the PNC Mortgage Loans and the PHH Mortgage Loans, or
Exhibit E(2) hereto, in the case of the IndyMac Mortgage Loans, as such
contract may be amended or modified from time to time; provided, however, that
any such amendment or modification shall not materially adversely affect the
interests and rights of Certificateholders; and (b) any other similar contract
providing substantially similar rights and benefits as those provided by the
form of contract attached as Exhibit E hereto.

Series: A Series of Certificates (which may consist of a single
Certificate) evidencing a beneficial interest in the Trust Fund for such
Series. The Series is indicated on the face of a Certificate. The Series
issued pursuant to this Agreement are designated as Series 1997-2A and Series
1997-2B.

Series Supplement: The Series 1997-2 Supplement, dated as of October
29, 1997, to the Indenture, by and between the Company and the Indenture
Trustee.

Servicer: A mortgage loan servicing institution to which the
applicable Master Servicer has assigned servicing duties with respect to any
Mortgage Loan under a Selling and Servicing Contract; provided, however, each
Master Servicer may designate itself or one or more other mortgage loan
servicing institutions as Servicer upon termination of an initial Servicer's
servicing duties.

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Servicing Fee: For each Mortgage Loan, the fee paid to the Servicer
thereof to perform primary servicing functions with respect to such Mortgage
Loan, equal to the per annum rate set forth for each Mortgage Loan in the
applicable Mortgage Loan Schedule on the Scheduled Principal Balance of such
Mortgage Loan.

Servicing Officer: Any officer of a Master Servicer or the Bond
Administrator involved in, or responsible for, the administration and servicing
of the Mortgage Loans or the Bonds, as applicable, whose name and specimen
signature appear on a list of servicing officers furnished to the Certificate
Trustee by a Master Servicer or the Bond Administrator, as such list may from
time to time be amended.

Special Hazard Coverage: With respect to a Loan Group, the Special
Hazard Coverage Initial Amount for such Loan Group, less Special Hazard Losses
and the amount of any scheduled reduction in the amount of Special Hazard
Coverage as follows: on each anniversary of the Cut-Off Date, the Special
Hazard Coverage shall be reduced, but not increased, to an amount equal to the
lesser of (1) the greatest of (a) the aggregate principal balance of the
Mortgage Loans located in the single California zip code area containing the
largest aggregate principal balance of the Mortgage Loans, (b) 1% of the
aggregate unpaid principal balance of the Mortgage Loans and (c) twice the
unpaid principal balance of the largest single Mortgage Loan, in each case
calculated as of the Due Date in the immediately preceding month, and (2) the
Special Hazard Coverage Initial Amount as reduced by the Special Hazard Losses
allocated to the Certificates since the Cut-Off Date. Special Hazard Coverage
may be reduced upon written confirmation from the Rating Agency that such
reduction will not adversely affect the then current ratings assigned to the
Bonds by the Rating Agency.

Special Hazard Coverage Initial Amount: The Group I Special Hazard
Coverage Initial Amount or the Group II Special Hazard Coverage Initial Amount,
as applicable.

Special Hazard Loss: The occurrence of any direct physical loss or
damage to a Mortgaged Property not covered by a standard hazard maintenance
policy with extended coverage which is caused by or results from any cause
except: (i) fire, lightning, windstorm, hail, explosion, riot, riot attending a
strike, civil commotion, vandalism, aircraft, vehicles, smoke, sprinkler
leakage, except to the extent of that portion of the loss which was uninsured
because of the application of a co-insurance clause of any insurance policy
covering these perils; (ii) normal wear and tear, gradual deterioration,
inherent vice or inadequate maintenance of all or part thereof; (iii) errors in
design, faulty workmanship or materials, unless the collapse of the property or
a part thereof ensues and then only for the ensuing loss; (iv) nuclear reaction
or nuclear radiation or radioactive contamination, all whether controlled or
uncontrolled and whether such loss be direct or indirect, proximate or remote
or be in whole or in part caused by, contributed to or aggravated by a peril
covered by this definition of Special Hazard Loss; (v) hostile or warlike
action in time of peace or war, including action in hindering, combating or
defending against an actual, impending or expected attack (a) by any government
of sovereign power (de jure or de facto), or by an authority maintaining or
using military, naval or air forces, (b) by military, naval or air forces, or
(c) by an agent of any such government, power, authority or forces; (vi) any
weapon of war employing atomic fission or radioactive force whether in time of
peace or war; (vii) insurrection, rebellion, revolution, civil war,

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<PAGE> 30
usurped power or action taken by governmental authority in hindering, combating
or defending against such occurrence; or (viii) seizure or destruction under
quarantine or customs regulations, or confiscation by order of any government
or public authority.

Substitute Mortgage Loan: As defined in Section 2.02.

Termination Date: As defined in Section 9.01(b).

Termination Payment: As defined in Section 9.01(b).

Trust: As defined in Section 2.01.

Trust Estate: As defined in the Indenture.

Trust Fund: With respect to a Series, the pool of assets subject
hereto in which the Certificates of such Series represent a beneficial
interest, constituting the related Trust created hereby and to be administered
hereunder with respect to such Series, consisting of: (i) the related Mortgage
Loans and all rights pertaining thereto; (ii) such assets as from time to time
may be held by the Certificate Trustee (or its duly appointed agent) in the
Certificate Account or by the Master Servicers in the Investment Accounts
(except amounts representing the applicable Master Servicing Fee, the
applicable Servicing Fee or the applicable Bond Administrator Fee, if any);
(iii) such assets as from time to time may be held by Servicers in a Custodial
Account for P&I related to the Mortgage Loans (except amounts representing the
applicable Master Servicing Fee or the applicable Servicing Fee); (iv) property
which secured a Mortgage Loan and which has been acquired by foreclosure or
deed in lieu of foreclosure or, in the case of a Cooperative Loan, a similar
form of conversion, after the Cut-Off Date; (v) amounts paid or payable by the
insurer under any Primary Insurance Policy and any other insurance policy
related to any Mortgage Loan or the Mortgage Pool; (vi) the rights and benefits
of the Company in and under each of the Loan Sale Agreements. The Trust Fund
relating to Series 1997-2A shall be a Trust Fund that includes the Mortgage
Loans identified as the "Group I Loans" on Schedule I hereto, and the Trust
Fund relating to Series 1997-2B shall be a Trust Fund that includes the
Mortgage Loans identified as the "Group II Loans" on Schedule II hereto.
Reference to holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than a certain percentage of the Trust Fund of a
particular Series means holders of Certificates the aggregate Fractional
Undivided Interests of such Series of which, as indicated on the face thereof,
is not less than such percentage.

Uncollected Interest: With respect to each Series and any Distribution
Date for any PNC Mortgage Loan or PHH Mortgage Loan in respect of which a
Payoff was made by a Mortgagor during the related Payoff Period, except for
Payoffs received during the period from the first through the 14th day of the
month of such Distribution Date, an amount equal to one month's interest at the
applicable Net Mortgage Rate for such Mortgage Loan less the amount of interest
actually paid by the Mortgagor with respect to such Payoff. With respect to
each Series and any Distribution Date for any IndyMac Mortgage Loan in respect
of which a Payoff was made by a Mortgagor during the related Prior Period, an
amount equal to one month's interest at the applicable Net Mortgage Rate

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for such Mortgage Loan less the amount of interest actually paid by the
Mortgagor with respect to such Payoff.

Uncompensated Interest Shortfall: For each Series and any Distribution
Date, the excess, if any, of (i) the sum of (a) aggregate Uncollected Interest,
(b) aggregate Curtailment Shortfalls, and (c) aggregate Relief Act Shortfalls,
over (ii) Compensating Interest.

Uninsured Cause: Any cause of damage to a Mortgaged Property, the cost
of the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.07.

United States: As defined in Section 7701 of the Code or successor
provisions.

Upper REMIC: As defined in the Series Supplement.

VA: The Department of Veterans Affairs, formerly known as the Veterans
Administration, or any successor thereto.

Withdrawal Date: Any day during the period commencing on the 18th day
of the month of the related Distribution Date (or if such day is not a Business
Day, the immediately preceding Business Day) and ending on the last Business
Day prior to the 21st day of the month of such Distribution Date.

ARTICLE II

CONVEYANCE OF THE TRUST FUNDS;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of the Trust Funds. Two trusts (each, a
"Trust") of which the Certificate Trustee is the trustee are hereby created
under the laws of the State of New York for the benefit of the Holders of the
related Series of Certificates. The purpose of each Trust is to hold the
related Trust Fund and provide for the issuance, execution and delivery of the
related Certificates. The assets of each Trust shall consist of the related
Trust Fund. Each Trust shall be irrevocable.

The assets of each Trust shall remain in the custody of the
Certificate Trustee, on behalf of the related Trust, and shall be kept in the
related Trust. Moneys to the credit of each Trust shall be held by the
Certificate Trustee and invested as provided herein. All assets received and
held in each Trust will not be subject to any right, charge, security interest,
lien or claim of any kind in favor of U.S. Bank National Association in its own
right, or any Person claiming through it. The Certificate Trustee, on behalf
of each Trust, shall not have the power or authority to transfer, assign,
hypothecate, pledge or otherwise dispose of any of the assets of such Trust to
any Person, except as permitted herein. No creditor of a beneficiary of a
Trust, of the Certificate Trustee, of a Master Servicer, or of the Company
shall have any right to obtain possession of, or otherwise exercise legal

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or equitable remedies with respect to, the property of a Trust, except in
accordance with the terms of this Agreement.

Concurrently with the execution and delivery hereof, the Company does
hereby irrevocably sell, transfer, assign, set over and otherwise convey to the
Certificate Trustee, in trust for the benefit of the Holders of the
Certificates, without recourse, all the Company's right, title and interest in
and to the Trust Funds, including but not limited to all scheduled payments of
principal and interest due after the Cut-Off Date and received by the Company
with respect to the Mortgage Loans at any time, and all Principal Prepayments
received by the Company after the Cut-Off Date (such transfer and assignment by
the Company to be referred to herein as the "Conveyance"). The Certificate
Trustee hereby accepts the Trusts created hereby and accepts delivery of the
Trust Funds on behalf of the related Trusts and acknowledges that it holds the
Mortgage Loans for the benefit of the Holders of the Certificates. It is the
express intent of the parties hereto that the Conveyance of the Trust Funds to
the Certificate Trustee by the Company as provided in this Section 2.01 be, and
be construed as, an absolute sale of the Trust Funds. It is, further, not the
intention of the parties that such Conveyance be deemed a pledge of the Trust
Funds by the Company to the Certificate Trustee to secure a debt or other
obligation of the Company. However, in the event that, notwithstanding the
intent of the parties, the Trust Funds are held to be the property of the
Company, or if for any other reason this Agreement is held or deemed to create
a security interest in the Trust Funds, then

(a) this Agreement shall be deemed to be a security
agreement;

(b) the Conveyance provided for in this Section 2.01
shall be deemed to be a grant by the Company to the Certificate
Trustee of a security interest in all of the Company's right, title,
and interest, whether now owned or hereafter acquired, in and to:

(I) All accounts, contract rights, general
intangibles, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and uncertificated securities
consisting of, arising from or relating to any of the property
described in (x) and (y) below: (x) the Mortgage Loans
including the Mortgage Notes, related Mortgages, Cooperative
Stock Certificates, Cooperative Leases, and title, hazard and
primary mortgage insurance policies identified on the
applicable Mortgage Loan Schedule as defined herein, including
all Substitute Mortgage Loans, and all distributions with
respect thereto payable on and after the Cut-Off Date; and (y)
the Certificate Account, the Investment Account, the Custodial
Account for P&I and the Custodial Account for Reserves,
including all property therein and all income from the
investment of funds therein (including any accrued discount
realized on liquidation of any investment purchased at a
discount);

(II) All accounts, contract rights, general
intangibles, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit, uncertificated securities, and
other rights arising from or by virtue of the disposition of,
or collections with respect to, or insurance proceeds payable
with respect to, or claims against other persons with respect
to, all

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or any part of the collateral described in (I) above
(including any accrued discount realized on liquidation of any
investment purchased at a discount); and

(III) All cash and non-cash proceeds of the
collateral described in (I) and (II) above;

(c) the possession by the Certificate Trustee of the
Mortgage Notes, the Mortgages, the Security Agreements, Assignments of
Proprietary Lease, Cooperative Stock Certificates, Cooperative Leases
and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated
securities shall be deemed to be "possession by the secured party," or
possession by a purchaser or a person designated by him or her, for
purposes of perfecting the security interest pursuant to the Uniform
Commercial Code as in force in the relevant jurisdiction; and

(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed to be notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or
agents (as applicable) of the Certificate Trustee for the purpose of
perfecting such security interest under applicable law.

The Company and the Certificate Trustee at the direction of the
Company shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Trust Funds, such security interest would be deemed to
be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of the Agreement. In connection
herewith, the Certificate Trustee shall have all of the rights and remedies of
a secured party and creditor under the Uniform Commercial Code as in force in
the relevant jurisdiction.

In connection with the sale, transfer and assignment referred to in
the first paragraph of this Section 2.01, the Company, concurrently with the
execution and delivery hereof, does deliver to, and deposit with, or cause to
be delivered to and deposited with, the Certificate Trustee or Custodian the
Mortgage Files.

Concurrently with the execution and delivery hereof, the Company shall
cause assignments of the Mortgage Loans to the Certificate Trustee to be
recorded or filed in the applicable jurisdictions, and the Company shall cause
to be filed the Form UCC-3 assignment and Form UCC-1 financing statement
referred to in clause (Y)(vii) and (ix), respectively, of the definition of
"Mortgage File." In connection with its servicing of Cooperative Loans, the
Master Servicer will use its best efforts to file timely continuation
statements, if necessary, with regard to each financing statement and
assignment relating to Cooperative Loans.

In instances where the original recorded Mortgage or any intervening
assignment thereof (recorded or in recordable form) cannot be delivered by the
Company to the Certificate Trustee prior to or concurrently with the execution
and delivery hereof (due to a delay on the part of the recording office), the
Company may, in lieu of delivering such original documents, cause the
applicable Loan

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Seller to deliver to the Certificate Trustee a fully legible reproduction of
the original Mortgage or intervening assignment provided that the related
Lender or originator certifies on the face of such reproduction(s) or copy as
follows: "Certified true and correct copy of original which has been
transmitted for recordation." For purposes hereof, transmitted for recordation
means having been mailed or otherwise delivered for recordation to the
appropriate authority. In all such instances, the Company shall cause the
applicable Loan Seller to transmit the original recorded Mortgage and any
intervening assignments with evidence of recording thereon (or a copy of such
original Mortgage or intervening assignment certified by the applicable
recording office) (collectively, "Recording Documents") to the Certificate
Trustee within 270 days after the execution and delivery hereof. In instances
where, due to a delay on the part of the recording office where any such
Recording Documents have been delivered for recordation, the Recording
Documents cannot be delivered to the Certificate Trustee within 270 days after
execution and delivery hereof, the Company shall cause the related Loan Seller
to deliver to the Certificate Trustee within such time period a certificate (a
"Loan Seller Officer's Certificate") signed by the Chairman of the Board,
President, any Vice President or Treasurer of such Loan Seller stating the date
by which such Loan Seller expects to receive such Recording Documents from the
applicable recording office. In the event that Recording Documents have still
not been received by such Loan Seller and delivered to the Certificate Trustee
by the date specified in its previous Loan Seller Officer's Certificate
delivered to the Certificate Trustee, the Company shall cause the related Loan
Seller to deliver to the Certificate Trustee by such date an additional Loan
Seller Officer's Certificate stating a revised date by which such Loan Seller
expects to receive the applicable Recording Documents. This procedure shall be
repeated until the Recording Documents have been received by the related Loan
Seller and delivered to the Certificate Trustee.

In instances where, due to a delay on the part of the title insurer, a
copy of the title insurance policy for a particular Mortgage Loan cannot be
delivered to the Certificate Trustee prior to or concurrently with the
execution and delivery hereof, the Company shall cause the related Loan Seller
to provide a copy of such title insurance policy to the Certificate Trustee
within 90 days after such Loan Seller's receipt of the Recording Documents
necessary to issue such title insurance policy. In addition, the Company shall,
subject to the limitations set forth in the preceding sentence, cause the
related Loan Seller to provide to the Certificate Trustee upon request therefor
a duplicate title insurance policy for any Mortgage Loan.

For Mortgage Loans for which the Company has received a Payoff after
the Cut-Off Date and prior to the date of execution and delivery hereof, the
Company, in lieu of delivering the above documents, herewith delivers to the
Certificate Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.10.

The Certificate Trustee is authorized, with the Master Servicer's
consent, to appoint any bank or trust company approved by and unaffiliated with
the Company or any Master Servicer as Custodian of the documents or instruments
referred to above in this Section 2.01, and to enter into a Custodial Agreement
for such purpose, provided, however, that the Certificate Trustee shall be and
remain liable for the acts of any such Custodian only to the extent that it is
responsible for its own acts hereunder.

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The Certificate Trustee and the Master Servicers shall each promptly
provide the Company with such information as the Company may from time to time
request for the purpose of enabling the Company to prepare tax returns.

In the event that a Mortgage Loan is discovered to have a defect
which, had such defect been discovered before the startup day, would have
prevented the Mortgage Loan from being a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code, and the applicable Loan Seller does
not repurchase such Mortgage Loan within 90 days of such date, the related
Master Servicer, on behalf of the Certificate Trustee, shall within 90 days of
the date such defect is discovered sell such Mortgage Loan at such price as
such Master Servicer in its sole discretion, determines to be the greatest
price that will result in the purchase thereof within 90 days of such date,
unless such Master Servicer delivers to the Certificate Trustee an Opinion of
Counsel to the effect that continuing to hold such Mortgage Loan will not
adversely affect the status of the electing portion of the Trust Estate as a
REMIC for federal income tax purposes.

Section 2.02. Acceptance by Certificate Trustee. The Certificate
Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a
Custodial Agreement, receipt by the Custodian thereunder) of the documents (or
certified copies thereof as specified in Section 2.01) referred to in Section
2.01 above, but without having made the review required to be made within 45
days pursuant to this Section 2.02, and declares that as of the Closing Date it
holds and will hold such documents and the other documents constituting a part
of the Mortgage Files delivered to it, and the Trust Funds, as Certificate
Trustee in trust, upon the Trusts herein set forth, for the use and benefit of
the Holders from time to time of the Certificates. The Certificate Trustee
agrees, for the benefit of the Holders of the Certificates, to review or cause
the Custodian to review each Mortgage File within 45 days after the Closing
Date and deliver to the Company a certification in the form attached as Exhibit
G hereto, to the effect that all documents required (in the case of instruments
described in clauses (X)(vi) and (Y)(x) of the definition of "Mortgage File,"
known by the Certificate Trustee to be required) pursuant to the third
paragraph of Section 2.01 have been executed and received, and that such
documents relate to the Mortgage Loans identified in the applicable Mortgage
Loan Schedule. In performing such review, the Certificate Trustee may rely upon
the purported genuineness and due execution of any such document, and on the
purported genuineness of any signature thereon. The Certificate Trustee shall
not be required to make any independent examination of any documents contained
in each Mortgage File beyond the review specifically required herein. The
Certificate Trustee makes no representations as to: (i) the validity, legality,
enforceability or genuineness of any of the Mortgage Loans identified on a
Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any Mortgage Loan. If the Certificate Trustee finds any
document or documents constituting a part of a Mortgage File not to have been
executed or received, or to be unrelated to the Mortgage Loans identified in
the related Mortgage Loan Schedule, the Certificate Trustee shall promptly so
notify the Company. The Company hereby covenants and agrees that, if any such
defect cannot be corrected or cured, the Company shall, not later than 60 days
after the Certificate Trustee's notice to it respecting such defect, within the
three-month period commencing on the Closing Date (or within the two-year
period commencing on the Closing Date if the related Mortgage Loan is a
"defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the
Code and Treasury Regulation Section

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<PAGE> 36
1.860G-2(f)), either (i) cause the related Loan Seller to repurchase the
related Mortgage Loan from the Certificate Trustee at the Purchase Price, or
(ii) cause the related Loan Seller to substitute for any Mortgage Loan to which
such defect relates a different mortgage loan (a "Substitute Mortgage Loan")
which is a "qualified replacement mortgage" (as defined in the Code) and, (iii)
after such three-month or two-year period, as applicable, the Company shall
cause the related Loan Seller to repurchase the Mortgage Loan from the
Certificate Trustee at the Purchase Price, but only if the Mortgage Loan is in
default or default is, in the judgment of the Company, reasonably imminent. If
such defect would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
a repurchase or substitution must occur within the sooner of (i) 90 days from
the date the defect was discovered or (ii) in the case of a substitution, two
years from the Closing Date.

Such Substitute Mortgage Loan shall mature no later than, and not more
than two years earlier than, have a principal balance and Loan-to-Value Ratio
equal to or less than, and have a Net Mortgage Rate on the date of substitution
equal to or no more than 1% greater than the Mortgage Loan being substituted
for. If the aggregate of the principal balances of the Substitute Mortgage
Loans substituted for a Mortgage Loan is less than the Scheduled Principal
Balance of such Mortgage Loan, the Company shall pay the difference in cash to
the Certificate Trustee for deposit into the Certificate Account, and such
payment by the Company shall be treated in the same manner as proceeds of the
repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02.
Furthermore, such Substitute Mortgage Loan shall otherwise have such
characteristics so that the representations and warranties of the Company set
forth in Section 2.03 hereof would not have been incorrect had such Substitute
Mortgage Loan originally been a Mortgage Loan. A Substitute Mortgage Loan may
be substituted for a defective Mortgage Loan whether or not such defective
Mortgage Loan is itself a Substitute Mortgage Loan.

The Company shall cause the related Loan Seller to deposit the
Purchase Price for each repurchased Mortgage Loan into the Certificate Account
and, upon receipt by the Certificate Trustee of written notification of such
deposit signed by a Servicing Officer, the Certificate Trustee shall release to
the related Loan Seller the related Mortgage File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in such Loan Seller title to any Mortgage Loan
released pursuant hereto. The obligation of the Company to cause the related
Loan Seller to repurchase or substitute any Mortgage Loan as to which such a
defect in a constituent document exists shall constitute the sole remedy
respecting such defect available to the Certificateholders or the Certificate
Trustee on behalf of the Certificateholders.

Section 2.03. Representations and Warranties of Loan Sellers. Each
of the Loan Sellers has made representations and warranties with respect to the
related Mortgage Loans under the related Loan Sale Agreements and the rights of
the Company under such Loan Sale Agreements have been assigned to the
Certificate Trustee hereunder as part of the applicable Trust Funds. Upon the
discovery by any of the Company, a Master Servicer, the Bond Administrator, the
Certificate Trustee or the Custodian of a breach of any such representation or
warranty that materially and adversely affects the value of the related
Mortgage Loans or the interests of the Indenture Trustee, as sole
Certificateholder, the party discovering such breach shall give prompt written
notice thereof to the other parties hereto. Within 90 days of its discovery or
its receipt of notice of such breach, the Company shall cause the applicable
Loan Seller to repurchase, subject to the limitations set forth in the
definition of "Purchase Price," or substitute for the affected Mortgage Loan or
Mortgage Loans or any property acquired in respect thereof from the Trustee,
unless it has cured such breach in all material respects. After the end of the
three-month period beginning on the "start-up day," any such substitution shall
be made only if the related Loan Seller provides to the Certificate Trustee an
Opinion of Counsel reasonably satisfactory to the Certificate Trustee that each
Substitute Mortgage Loan will be a "qualified replacement mortgage" within the
meaning of Section 860G(a)(4) of the Code. Such substitution shall be made in
the manner and within the time limits set forth in Section 2.02. Any such
repurchase by the related Loan Seller shall be accomplished in the manner and
at the Purchase Price, if applicable, but shall not be subject to the time
limits, set forth in Section 2.02. It is understood and agreed that the
obligation of the Company to cause a Loan Seller to provide such Substitute
Mortgage Loan or to make such repurchase of any affected Mortgage Loan or
Mortgage Loans or property acquired in respect thereof as to which a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Indenture Trustee, as sole Certificateholder.

Section 2.04. Authentication of the Certificates. The Certificate
Trustee acknowledges the transfer and assignment to it of the property
constituting the Trust Funds, but without having made the review required to be
made within 45 days pursuant to Section 2.02, and, as of the Closing Date,
shall cause to be authenticated and delivered to or upon the order of the
Company, in exchange for the property constituting the Trust Funds, the
Certificates, each evidencing the entire beneficial ownership interest in the
related Trust Fund.

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ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. PNC and IndyMac to Act as Master Servicers. PNC
shall act as Master Servicer to service and administer the PNC Mortgage Loans
and the PHH Mortgage Loans on behalf of the Certificate Trustee and for the
benefit of the Certificateholders in accordance with the terms hereof and in
the same manner in which, and with the same care, skill, prudence and diligence
with which, it services and administers similar mortgage loans for other
portfolios, and shall have full power and authority to do or cause to be done
any and all things in connection with such servicing and administration which
it may deem necessary or desirable, including, without limitation, the power
and authority to bring actions and defend the Trust Funds on behalf of the
Certificate Trustee in order to enforce the terms of the Mortgage Notes.
IndyMac shall act as Master Servicer to service and administer the IndyMac
Mortgage Loans on behalf of the Certificate Trustee and for the benefit of the
Certificateholders in accordance with the terms hereof and in the same manner
in which, and with the same care, skill, prudence and diligence with which, it
services and administers similar mortgage loans for other portfolios, and shall
have full power and authority to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary
or desirable, including, without limitation, the power and authority to bring
actions and defend the Trust Funds on behalf of the Certificate Trustee in
order to enforce the terms of the Mortgage Notes. Each Master Servicer may
perform its respective master servicing responsibilities through agents or
independent contractors, but shall not thereby be released from any of its
responsibilities hereunder and each Master Servicer shall diligently pursue all
of its rights against such agents or independent contractors.

In connection with the servicing of the Mortgage Loans, each Master
Servicer and any affiliate thereof (i) may perform services such as appraisals,
default management and brokerage services that are not customarily provided by
servicers of mortgage loans and shall be entitled to reasonable compensation
therefor in accordance with Section 3.11, and (ii) may, at its own discretion
and on behalf of the Certificate Trustee, may obtain credit information in the
form of a "credit score" from a credit repository.

Each Master Servicer shall make reasonable efforts to collect or cause
to be collected all payments called for under the terms and provisions of the
related Mortgage Loans and shall, to the extent such procedures shall be
consistent with this Agreement and the terms and provisions of any Primary
Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance
policy, and federal flood insurance, cause to be followed such collection
procedures as are followed with respect to mortgage loans comparable to the
related Mortgage Loans and held in portfolios of responsible mortgage lenders
in the local areas where each applicable Mortgaged Property is located. Each
Master Servicer shall enforce "due-on-sale" clauses with respect to the related
Mortgage Loans, to the extent permitted by law, subject to the provisions set
forth in Section 3.08.

Consistent with the foregoing, each Master Servicer may, in its
discretion, (i) waive or cause to be waived any assumption fee or late payment
charge in connection with the prepayment of any related Mortgage Loan and (ii)
only upon determining that the coverage of any applicable insurance

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policy or guaranty related to a related Mortgage Loan will not be materially
adversely affected, arrange a schedule, running for no more than 180 days after
the first delinquent Due Date, for payment of any delinquent installment on any
Mortgage Note or for the liquidation of delinquent items. Each Master Servicer
shall have the right, but not the obligation, to repurchase any related
delinquent Mortgage Loan 90 days after the first delinquent Due Date for an
amount equal to its Purchase Price; provided, however, that the aggregate
Purchase Price of Mortgage Loans so repurchased shall not exceed one-half of
one percent (0.50%) of the aggregate Scheduled Principal Balance of all related
Mortgage Loans as of the Cut-Off Date.

Each Master Servicer is hereby authorized and empowered by the
Certificate Trustee to execute and deliver or cause to be executed and
delivered on behalf of the Certificateholders any and all instruments of
satisfaction or cancellation, or of partial or full release, discharge or
modification, assignments of Mortgages and endorsements of Mortgage Notes in
connection with refinancings (in jurisdictions where such assignments are the
customary and usual standard of practice of mortgage lenders) and all other
comparable instruments, with respect to the related Mortgage Loans and with
respect to the related Mortgaged Properties. The Certificate Trustee shall
furnish each Master Servicer, at such Master Servicer's direction, with any
powers of attorney and other documents necessary or appropriate to enable such
Master Servicer to carry out its supervisory, servicing and administrative
duties under this Agreement.

Each Master Servicer and each Servicer shall obtain (to the extent
generally commercially available from time to time) and maintain fidelity bond
and errors and omissions coverage acceptable to FNMA or FHLMC with respect to
their obligations under this Agreement and the applicable Selling and Servicing
Contract, respectively. Each Master Servicer shall cause each Servicer under
its supervision to establish escrow accounts for, or pay when due (by means of
an advance), any tax liens in connection with the related Mortgaged Properties
that are not paid by the related Mortgagors when due to the extent that any
such payment would not constitute a Nonrecoverable Advance when made.
Notwithstanding the foregoing, no Master Servicer shall permit any modification
with respect to any Mortgage Loan that would both constitute a sale or exchange
of such Mortgage Loan within the meaning of Section 1001 of the Code (including
any proposed, temporary or final regulations promulgated thereunder) (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment or in a default situation).
With respect to each related Mortgage Loan, the related Master Servicer shall
be entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby.

Section 3.02. Custodial Accounts. Each Master Servicer shall cause
to be established and maintained for each Servicer under such Master Servicer's
supervision one or more Custodial Accounts for P&I, Buydown Fund Accounts (if
any) and special Custodial Account for Reserves and shall cause to be deposited
therein daily the amounts related to the related Mortgage Loans required by the
applicable Selling and Servicing Contracts to be so deposited. Proceeds
received with respect

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to individual related Mortgage Loans from any title, hazard, or FHA insurance
policy, VA guaranty, Primary Insurance Policy, or other insurance policy
covering such Mortgage Loans shall be deposited first in the related Custodial
Account for Reserves if required for the restoration or repair of the related
Mortgaged Property. Proceeds from such insurance policies not so deposited in
the related Custodial Account for Reserves shall be deposited in the related
Custodial Account for P&I, and shall be applied to the balances of the related
Mortgage Loans as payments of interest and principal.

Each Master Servicer is hereby authorized to make withdrawals from and
to draft the related Custodial Accounts for P&I and the related Custodial
Accounts for Reserves for the purposes required or permitted by this Agreement.
Each Custodial Account for P&I and each Custodial Account for Reserves shall
bear a designation clearly showing the respective interests of the applicable
Servicer, as trustee, and of the related Master Servicer, in substantially one
of the following forms:

(a) With respect to each Custodial Account for P&I: (i)
[Servicer's Name], as agent, trustee and/or bailee of principal and
interest custodial account for [PNC Mortgage Securities
Corp.][IndyMac, Inc.], its successors and assigns, and for various
owners of interests in [PNC Mortgage Securities Corp.][IndyMac]
mortgage-backed pools or (ii) [Servicer's Name] in trust for [PNC
Mortgage Securities Corp.][IndyMac];

(b) With respect to the Custodial Account for Reserves:
(i) [Servicer's Name], as agent, trustee and/or bailee of taxes and
insurance custodial account for [PNC Mortgage Securities
Corp.][IndyMac, Inc.], its successors and assigns, for various owners
of interests in [PNC Mortgage Securities Corp.][IndyMac]
mortgage-backed pools and for various Mortgagors or (ii) [Servicer's
Name] in trust for [PNC Mortgage Securities Corp.][IndyMac] and
various Mortgagors.

Each Master Servicer hereby undertakes to assure remittance to the
Certificateholders of all amounts relating to the related Mortgage Loans that
have been collected by any Servicer under its supervision and are due to the
Certificateholders pursuant to Section 4.01 of this Agreement.

Section 3.03. The Investment Account; Eligible Investments.

(a) Not later than the Withdrawal Date, each Master Servicer
shall withdraw or direct the withdrawal of funds in the related Custodial
Accounts for P&I, for deposit in the Certificate Account or Investment Account,
at such Master Servicer's option, in an amount representing:

(i) Scheduled installments of principal and
interest on the related Mortgage Loans received or advanced by the
applicable Servicers which were due on the Due Date prior to such
Withdrawal Date, net of Servicing Fees due the applicable Servicers
and less any amounts to be withdrawn later by the applicable Servicers
from the applicable Buydown Fund Accounts;

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(ii) Payoffs and the proceeds of other types of
liquidations of related Mortgage Loans received by the applicable
Servicers for such Mortgage Loans during the applicable period, with
interest to the date of Payoff or liquidation less any amounts to be
withdrawn later by the applicable Servicers from the applicable
Buydown Fund Accounts; and

(iii) Curtailments received by the applicable
Servicers in the Prior Period.

In addition, each Master Servicer may, at its option, request the Bond
Administrator to withdraw and deposit in such Master Servicer's Investment
Account, any funds previously deposited in the Certificate Account by such
Master Servicer with respect to the related Mortgage Loans to be distributed on
a Determination Date following the next Distribution Date.

At its option, each Master Servicer may invest funds withdrawn from
the Custodial Accounts for P&I, as well as any Buydown Funds, Insurance
Proceeds and Liquidation Proceeds previously received by such Master Servicer
(including amounts paid by any Loan Seller in respect of the Purchase
Obligation or the substitution obligations set forth in Section 2.02 or in
connection with the exercise of the option to terminate this Agreement pursuant
to Section 9.01) for its own account and at its own risk, during any period
prior to their deposit in the Certificate Account. Such funds, as well as any
funds which were withdrawn from the related Custodial Accounts for P&I on or
before the Withdrawal Date, but not yet deposited into the Certificate Account,
shall immediately be deposited by the related Master Servicer with the
Investment Depository in an Investment Account in the name of such Master
Servicer and the Certificate Trustee for investment only as set forth in this
Section 3.03. The related Master Servicer shall bear any and all losses
incurred on any investments made with such funds and shall be entitled to
retain all gains realized on such investments as additional servicing
compensation. Not later than the Business Day prior to the Distribution Date,
each Master Servicer shall deposit such funds, net of any gains (except Payoff
Earnings) earned thereon, in the Certificate Account.

(b) Funds held in the Investment Account shall be invested in (i)
one or more Eligible Investments which shall in no event mature later than the
Business Day prior to the related Distribution Date (except if such Eligible
Investments are obligations of the Certificate Trustee, such Eligible
Investments may mature on the Distribution Date), or (ii) such other
instruments as shall be required to maintain the Ratings.

Section 3.04. The Certificate Account.

(a) Not later than the Business Day prior to the related
Distribution Date, each Master Servicer shall direct the Investment Depository
to deposit the amounts previously deposited by such Master Servicer into its
Investment Account (which may include a deposit of Eligible Investments), into
the Certificate Account. In addition, not later than the Business Day prior to
the Distribution Date, each Master Servicer shall deposit into the Certificate
Account any Monthly P&I Advances or other payments required to be made by such
Master Servicer pursuant to Section 4.03 of this Agreement and any Insurance
Proceeds or Liquidation Proceeds (including amounts paid by a Loan Seller in
respect of any Purchase Obligation or in connection with the exercise of its
option to

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terminate this Agreement pursuant to Section 9.01) not previously deposited in
the related Custodial Accounts for P&I or the Investment Account.

(b) Funds held in the Certificate Account shall be invested at the
direction of the Bond Administrator in (i) one or more Eligible Investments
which shall in no event mature later than 9:00 a.m. New York time on the
related Distribution Date, or (ii) such other instruments as shall be required
to maintain the Ratings. The Bond Administrator shall be entitled to receive
any gains earned on such Eligible Investments and shall bear any losses
suffered in connection therewith.

Section 3.05. Permitted Withdrawals from the Investment Account and
Custodial Accounts for P&I and of Buydown Funds from the Buydown Fund Accounts.

(a) Each Master Servicer is authorized to make withdrawals, from
time to time, from its Investment Account or the related Custodial Accounts for
P&I, as applicable, of amounts deposited therein in respect of the
Certificates, as follows:

(i) To reimburse itself or the applicable
Servicer for Monthly P&I Advances made with respect to related
Mortgage Loans pursuant to Section 4.03 or a Selling and Servicing
Contract, such Master Servicer's right to reimburse itself or such
Servicer pursuant to this paragraph (i) being limited to amounts
received on particular Mortgage Loans (including, for this purpose,
Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of principal and/or interest respecting which any such
Monthly P&I Advance was made;

(ii) To reimburse itself or the applicable
Servicer for amounts expended by or for the account of the Master
Servicer pursuant to Section 3.09 or amounts expended by such Servicer
pursuant to the Selling and Servicing Contracts in connection with the
restoration of a Mortgaged Property which has been damaged by an
Uninsured Cause or in connection with the liquidation of a related
Mortgage Loan;

(iii) To pay to itself, with respect to the related
Mortgage Loans, the Master Servicing Fee (net of Compensating Interest
which, in the case of the PNC Mortgage Loans and the PHH Mortgage
Loans, is reduced by Payoff Earnings and Payoff Interest) as to which
no prior withdrawals from funds deposited by such Master Servicer have
been made;

(iv) To reimburse itself or the applicable
Servicer for advances made with respect to related Mortgage Loans
which such Master Servicer has determined to be Nonrecoverable
Advances;

(v) To deposit amounts in such Master Servicer's
Investment Account representing amounts requested from the Bond
Administrator to be withdrawn from the Certificate Account which are
not required to be on deposit therein until the Business Day preceding
the Distribution Date following the next Distribution Date; and

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after making or providing for the above withdrawals

(vi) To clear and terminate the Investment Account
in connection with the termination of this Agreement pursuant to
Section 9.01.

Since, in connection with withdrawals pursuant to paragraphs (i) and
(ii), the related Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, such Master
Servicer or the applicable Servicer shall keep and maintain separate accounting
for each Mortgage Loan, for the purpose of justifying any such withdrawals.

(b) Each Master Servicer (or the applicable Servicer, if such
Servicer holds and maintains a Buydown Fund Account) is authorized to make
withdrawals, from time to time, from the Buydown Fund Account or Custodial
Account for P&I of the following amounts of Buydown Funds with respect to
related Mortgage Loans:

(i) to deposit each month in the Investment
Account established by such Master Servicer the amount necessary to
supplement payments received on Buydown Loans;

(ii) in the event of a Payoff of any Mortgage Loan
having a related Buydown Fund, to apply amounts remaining in Buydown
Fund Accounts to reduce the required amount of such principal Payoff
(or, if the Mortgagor has made a Payoff, to refund such remaining
Buydown Fund amounts to the Person entitled thereto);

(iii) in the event of foreclosure or liquidation of
any Mortgage Loan having a Buydown Fund, to deposit remaining Buydown
Fund amounts in the Investment Account as Liquidation Proceeds; and

(iv) to clear and terminate the portion of any
account representing Buydown Funds in connection with the termination
of this Agreement pursuant to Section 9.01.

(c) The Certificate Trustee is authorized to make withdrawals from
time to time from the Certificate Account to reimburse itself for advances it
has made pursuant to Section 7.01(a) hereof that it has determined to be
Nonrecoverable Advances.

(d) The Certificate Trustee is authorized to make withdrawals from
time to time from the Certificate Account to pay to the Bond Administrator the
Bond Administrator Fee, to pay to the Bond Administrator reinvestment earnings
deposited or earned in the Certificate Account (net of reinvestment losses) to
which it is entitled, and to reimburse the Bond Administrator for expenses
incurred by and reimbursable to it pursuant to Section 6.03.

Section 3.06. Maintenance of Primary Insurance Policies;
Collections Thereunder. Each Master Servicer and the applicable Servicer shall
use their best reasonable efforts to keep in full force and effect each Primary
Insurance Policy required with respect to a related Mortgage Loan, in

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the manner set forth in the applicable Selling and Servicing Contract, until
such Primary Insurance Policy is no longer required. Notwithstanding the
foregoing, neither Master Servicer shall have any obligation to maintain such
Primary Insurance Policy for a Mortgage Loan for which the outstanding
principal balance thereof at any time subsequent to origination was 80% or less
of the value of the related Mortgaged Property (as determined by a current
appraisal).

Unless required by applicable law, neither the Master Servicer nor any
Servicer shall cancel or refuse to renew any such Primary Insurance Policy in
effect at the date of the initial issuance of the Certificates that is required
to be kept in force hereunder; provided, however, that neither the Master
Servicer nor any Servicer shall advance funds for the payment of any premium
due under any Primary Insurance Policy if it shall determine that such an
advance would be a Nonrecoverable Advance.

Section 3.07. Maintenance of Hazard Insurance. Each Master Servicer
shall cause to be maintained for each related Mortgage Loan (other than a
Cooperative Loan) fire insurance with extended coverage in an amount which is
not less than the original principal balance of such Mortgage Loan, except in
cases approved by such Master Servicer in which such amount exceeds the value
of the improvements to the Mortgaged Property. Each Master Servicer shall also
require fire insurance with extended coverage in a comparable amount on
property acquired upon foreclosure, or deed in lieu of foreclosure, of any
related Mortgage Loan (other than a Cooperative Loan). Any amounts collected
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property) shall be deposited into the related
Custodial Account for P&I, subject to withdrawal pursuant to the applicable
Selling and Servicing Contract and pursuant to Section 3.03 and Section 3.05.
Any unreimbursed costs incurred in maintaining any insurance described in this
Section 3.07 shall be recoverable as an advance by the related Master Servicer
from its Investment Account. Such insurance shall be with insurers approved by
the related Master Servicer and FNMA or FHLMC. Other additional insurance may
be required of a Mortgagor, in addition to that required pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Where any part of any improvement to the
Mortgaged Property (other than a Mortgaged Property secured by a Cooperative
Loan) is located in a federally designated special flood hazard area and in a
community which participates in the National Flood Insurance Program at the
time of origination of the related Mortgage Loan, the related Master Servicer
shall cause flood insurance to be provided. The hazard insurance coverage
required by this Section 3.07 may be met with blanket policies providing
protection equivalent to individual policies otherwise required. Each Master
Servicer or the applicable Servicer shall be responsible for paying any
deductible amount on any such blanket policy. Each Master Servicer agrees to
present, or cause to be presented, on behalf of and for the benefit of the
Certificate Trustee and Certificateholders, claims under the hazard insurance
policy respecting any related Mortgage Loan, and in this regard to take such
reasonable actions as shall be necessary to permit recovery under such policy.

Section 3.08. Enforcement of Due-on-Sale Clauses; Assumption
Agreements. When any Mortgaged Property is about to be conveyed by the
Mortgagor, the related Master Servicer shall, to the extent it has knowledge of
such prospective conveyance and prior to the time of the consummation of such
conveyance, exercise on behalf of the Certificate Trustee the Certificate

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Trustee's rights to accelerate the maturity of such Mortgage Loan, to the
extent that such acceleration is permitted by the terms of the related Mortgage
Note, under any "due-on-sale" clause applicable thereto; provided, however,
that the related Master Servicer shall not exercise any such right if the
due-on-sale clause, in the reasonable belief of such Master Servicer, is not
enforceable under applicable law or if such exercise would result in
non-coverage of any resulting loss that would otherwise be covered under any
insurance policy. In the event the related Master Servicer is prohibited from
exercising such right, the related Master Servicer is authorized to take or
enter into an assumption and modification agreement from or with the Person to
whom a Mortgaged Property has been or is about to be conveyed, pursuant to
which such Person becomes liable under the Mortgage Note and, unless prohibited
by applicable state law or unless the Mortgage Note contains a provision
allowing a qualified borrower to assume the Mortgage Note, the Mortgagor
remains liable thereon; provided that the Mortgage Loan shall continue to be
covered (if so covered before the related Master Servicer enters such
agreement) by any related Primary Insurance Policy. The related Master Servicer
is also authorized to enter into a substitution of liability agreement with
such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. No Master Servicer shall enter into any substitution or
assumption with respect to a related Mortgage Loan if such substitution or
assumption shall (i) both constitute a "significant modification" effecting an
exchange or reissuance of such Mortgage Loan under the Code (or Treasury
regulations promulgated thereunder) and cause either the Upper REMIC or the
Lower REMIC to fail to qualify as a REMIC under the REMIC Provisions or (ii)
cause the imposition of any tax on "prohibited transactions" or "contributions"
after the Startup Day under the REMIC Provisions. The related Master Servicer
shall notify the Certificate Trustee that any such substitution or assumption
agreement has been completed by forwarding to the Certificate Trustee the
original copy of such substitution or assumption agreement and other documents
and instruments constituting a part thereof. In connection with any such
assumption or substitution agreement, the terms of the related Mortgage Note
shall not be changed. Any fee collected by the applicable Servicer for entering
into an assumption or substitution of liability agreement shall be retained by
such Servicer as additional servicing compensation.

Notwithstanding the foregoing paragraph or any other provision of this
Agreement, no Master Servicer shall be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which such Master Servicer
may be restricted by law from preventing, for any reason whatsoever.

Section 3.09. Realization Upon Defaulted Mortgage Loans. Each
Master Servicer shall foreclose upon or otherwise comparably convert, or cause
to be foreclosed upon or comparably converted, the ownership of any Mortgaged
Property securing a related Mortgage Loan which comes into and continues in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments pursuant to Section 3.01. In lieu of such foreclosure
or other conversion, and taking into consideration the desirability of
maximizing net Liquidation Proceeds after taking into account the effect of
Insurance Proceeds upon Liquidation Proceeds, the related Master Servicer may,
to the extent consistent with prudent mortgage loan servicing practices, accept
a payment of less than the Scheduled Principal Balance of a delinquent Mortgage
Loan in full satisfaction of the indebtedness evidenced by the related Mortgage
Note and release the lien of the related Mortgage

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upon receipt of such payment. The related Master Servicer shall not foreclose
upon or otherwise comparably convert a Mortgaged Property if there is evidence
of toxic waste, other hazardous substances or other evidence of environmental
contamination thereon and such Master Servicer determines that it would be
imprudent to do so. In connection with such foreclosure or other conversion,
the related Master Servicer shall cause to be followed such practices and
procedures as it shall deem necessary or advisable and as shall be normal and
usual in general mortgage servicing activities. The foregoing is subject to the
provision that, in the case of damage to a Mortgaged Property from an Uninsured
Cause, the related Master Servicer shall not be required to advance its own
funds towards the restoration of the property unless it shall be determined in
the sole judgment of such Master Servicer, (i) that such restoration will
increase the proceeds of liquidation of the Mortgage Loan to Certificateholders
after reimbursement to itself for such expenses, and (ii) that such expenses
will be recoverable to it through Liquidation Proceeds. The related Master
Servicer shall be responsible for all other costs and expenses incurred by it
in any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof (as well as its normal servicing compensation) as an
advance. Each Master Servicer shall maintain information required for tax
reporting purposes regarding any related Mortgaged Property which is abandoned
or which has been foreclosed or otherwise comparably converted. Each Master
Servicer shall report such information to the Internal Revenue Service and the
Mortgagor in the manner required by applicable law.

Neither Trust shall acquire any REO Property (or personal property
incident to such REO Property) except in connection with a default or imminent
default of a related Mortgage Loan. In the event that a Trust acquires any REO
Property (or personal property incident to such REO Property) in connection
with a default or imminent default of a related Mortgage Loan, such property
shall be disposed of by the related Master Servicer within three years after
its acquisition by such Master Servicer for such Trust, unless such Master
Servicer provides to the Certificate Trustee an Opinion of Counsel to the
effect that the holding by such Trust of such REO Property subsequent to three
years after its acquisition will not result in the imposition of taxes on
"prohibited transactions" of such Trust as defined in Section 860F of the Code.
The related Master Servicer shall manage, conserve, protect and operate each
REO Property for the Certificateholders solely for the purpose of its prompt
disposition and sale in a manner which does not cause such property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or
result in the receipt by the REMIC of any "income from non-permitted assets"
within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from
foreclosure property" which is subject to taxation under the REMIC Provisions.
Pursuant to its efforts to sell such REO Property, the related Master Servicer
shall either itself or through an agent selected by such Master Servicer
protect and conserve such property in the same manner and to such extent as is
customary in the locality where such property is located and may, incident to
its conservation and protection of the interests of the Certificateholders,
rent the same, or any part thereof, as such Master Servicer deems to be in the
best interest of such Master Servicer and the Certificateholders for the period
prior to the sale of such property. Additionally, the related Master Servicer
shall perform the tax withholding and shall file information returns with
respect to the receipt of mortgage interests received in a trade or business,
the reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Certificate Trustee an Officer's
Certificate on or before April 30 of each year stating that such reports have
been filed.

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Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.

Section 3.10. Certificate Trustee to Cooperate; Release of Mortgage
Files. Upon the Payoff or scheduled maturity of any Mortgage Loan, the related
Master Servicer shall cause such final payment to be immediately deposited in
the related Custodial Account for P&I or the Investment Account. Upon notice
thereof, the related Master Servicer shall promptly notify the Certificate
Trustee by a certification (which certification shall include a statement to
the effect that all amounts received in connection with such payment which are
required to be deposited in either such account have been so deposited) of a
Servicing Officer and shall request delivery to it of the Mortgage File. Upon
receipt of such certification and request, the Certificate Trustee shall, not
later than the fifth succeeding Business Day, release the related Mortgage File
to the related Master Servicer or the applicable Servicer indicated in such
request. With any such Payoff or other final payment, the related Master
Servicer is authorized to prepare for and procure from the trustee or mortgagee
under the Mortgage which secured the Mortgage Note a deed of full reconveyance
or other form of satisfaction or assignment of Mortgage and endorsement of
Mortgage Note in connection with a refinancing covering the Mortgaged Property,
which satisfaction, endorsed Mortgage Note or assigning document shall be
delivered by the related Master Servicer to the person or persons entitled
thereto. No expenses incurred in connection with such satisfaction or
assignment shall be payable to the related Master Servicer by the Certificate
Trustee or from the Certificate Account, the Investment Account or the related
Custodial Account for P&I. From time to time as appropriate for the servicing
or foreclosure of any Mortgage Loan, including, for this purpose, collection
under any Primary Insurance Policy, the Certificate Trustee shall, upon request
of the related Master Servicer and delivery to it of a trust receipt signed by
a Servicing Officer, release not later than the fifth Business Day following
the date of receipt of such request the related Mortgage File to the related
Master Servicer or the related Servicer as indicated by the related Master
Servicer and shall execute such documents as shall be necessary to the
prosecution of any such proceedings. Such trust receipt shall obligate the
related Master Servicer to return the Mortgage File to the Certificate Trustee
when the need therefor by the related Master Servicer no longer exists, unless
the Mortgage Loan shall be liquidated, in which case, upon receipt of a
certificate of a Servicing Officer similar to that herein above specified, the
trust receipt shall be released by the Certificate Trustee to the related
Master Servicer.

Section 3.11. Compensation to the Master Servicers, the Servicers
and the Bond Administrator. As compensation for its activities hereunder, each
Master Servicer shall be entitled to withdraw from its Investment Account the
amounts provided for by Section 3.05(a)(iii). Each Master Servicer shall be
required to pay all expenses incurred by it in connection with its activities
hereunder, and shall not be entitled to reimbursement therefor, except as
specifically provided herein.

As compensation for its activities under the applicable Selling and
Servicing Contract, each Servicer shall be entitled to withhold or withdraw
from the related Custodial Account for P&I the amounts provided for in such
Selling and Servicing Contract. Each Servicer is required to pay all expenses
incurred by it in connection with its servicing activities under its Selling
and Servicing Contract (including payment of premiums for Primary Insurance
Policies, if required) and shall not

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be entitled to reimbursement therefor except as specifically provided in such
Selling and Servicing Contract and not inconsistent with this Agreement.

The Certificate Trustee shall withdraw from the Certificate Account
the amounts provided for by Section 3.05(d) and shall pay such amounts to the
Bond Administrator as compensation for the activities of the Bond Administrator
hereunder. The Bond Administrator shall be required to pay all expenses
incurred by it in connection with its activities hereunder, including the
Certificate Trustee's fees and expenses (pursuant to Section 8.05) and the
Indenture Trustee's Fees and expenses under the Indenture and shall not be
entitled to reimbursement therefor, except as specifically provided herein.

Section 3.12. Reports to the Certificate Trustee; Certificate
Account Statement. Not later than 15 days after each Distribution Date, each
Master Servicer shall forward to the Bond Administrator a Master Servicer's
Section 3.12 Report setting forth certain information with respect to the
Mortgage Loans serviced by such Master Servicer. The Bond Administrator shall,
within five (5) days after its receipt of such statement, and based on the
information set forth in such Master Servicers' Section 3.12 Reports, deliver a
Certificate Account Statement, certified by a Servicing Officer, to the
Certificate Trustee. The Certificate Account Statement shall set forth the
status of the Certificate Account as of the close of business on such
Distribution Date and showing, for the period covered by such statement, the
aggregate amount of deposits into the Certificate Account by the Master
Servicers for each category of deposit specified in Section 3.04, the aggregate
amount of withdrawals from the Certificate Account by the Bond Administrator
for each category of withdrawal specified in Section 3.05, and stating that all
distributions required to be made by the Master Servicers pursuant to this
Agreement have been made (or if any required distribution has not been made,
specifying the nature and amount thereof). The Certificate Trustee shall
provide such statements to any Certificateholder at the expense of the Bond
Administrator upon the request of such Certificateholder.

Section 3.13. Annual Statement as to Compliance. Each Master
Servicer shall deliver to the Certificate Trustee, on or before April 30 of
each year, beginning April 30, 1998, an Officer's Certificate stating as to the
signer thereof, that (i) a review of the activities of such Master Servicer
during the preceding calendar year and performance under this Agreement has
been made under such officer's supervision, and (ii) to the best of such
officer's knowledge, based on such review, such Master Servicer has fulfilled
all its obligations under this Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof. Copies of such
statement shall be provided by the related Master Servicer to
Certificateholders upon request or by the Certificate Trustee (solely to the
extent that such copies are available to the Certificate Trustee) at the
expense of such Master Servicer, should such Master Servicer fail to so provide
such copies.

Section 3.14. Duties with respect to REMICs.

(a) The Master Servicers shall assist the Trustee in taking, to
the extent reasonably requested to do so, such action as shall be necessary to
create or maintain the status of the Upper REMIC and the Lower REMIC as REMICs
under the REMIC Provisions.

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(b) For the purposes of this paragraph (b), "Adverse REMIC Event"
shall mean any action or failure to act which could (i) endanger the status of
either the Upper REMIC or the Lower REMIC as a REMIC or (ii) result in the
imposition of a tax upon any Trust Fund (including but not limited to the tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code).
Prior to taking any action with respect to any Trust Fund or its assets, or
causing either the Upper REMIC or the Lower REMIC to take any action which is
not expressly permitted under the terms of this Agreement or the Series
Supplement, the related Master Servicer will consult with the Certificate
Trustee or its designee, in writing, with respect to whether such action could
cause an Adverse REMIC Event to occur with respect to either the Upper REMIC or
the Lower REMIC , and the related Master Servicer shall not take any such
action or cause either the Upper REMIC or the Lower REMIC to take any such
action as to which the Certificate Trustee has advised it in writing that an
Adverse REMIC Event could occur. The Certificate Trustee may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not permitted by this Agreement.

(c) The Bond Administrator shall, for federal income tax purposes,
maintain books and records with respect to any Trust Fund on a calendar year
and on an accrual basis.

(d) No Master Servicer shall acquire assets on behalf of either the
Upper REMIC or the Lower REMIC unless it shall have received an Opinion of
Counsel (which such Opinion of Counsel shall not be an expense of the Trustee)
to the effect that the inclusion of such assets in either the Upper REMIC or
the Lower REMIC will not cause either the Upper REMIC or the Lower REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding or
subject either the Upper REMIC or the Lower REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

(e) No Master Servicer shall enter into any arrangement by which
either the Upper REMIC or the Lower REMIC will receive a fee or other
compensation for services nor permit either of such REMICs to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

(f) Each Master Servicer agrees to indemnify any Trust Fund, the
Company, and the Certificate Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
any Trust Fund, the Company or the Certificate Trustee, as a result of a breach
of such Master Servicer's covenants set forth in this Section 3.14 or in
Article III with respect to compliance with the REMIC Provisions. The Bond
Administrator agrees to indemnify any Trust Fund, the Company and the
Certificate Trustee for any penalties arising from the Certificate Trustee's
execution of Tax Returns prepared by the Bond Administrator that contain errors
or omissions.

Section 3.15. Annual Independent Public Accountants' Servicing
Report. On or before April 30 of each year, beginning April 30, 1998, each
Master Servicer, at its own expense, shall cause a firm of independent public
accountants to furnish a statement to the Certificate Trustee to the effect

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that, in connection with the firm's examination of such Master Servicer's
financial statements as of the previous December 31, nothing came to their
attention that indicated that such Master Servicer was not in compliance with
Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.11, Section
3.12 and Section 3.13 of this Agreement, except for (i) such exceptions as such
firm believes to be immaterial, and (ii) such other exceptions as are set forth
in such statement.

Section 3.16. Special Servicing. The Master Servicers may, in
their sole and absolute discretion, enter into a special servicing agreement
with an unaffiliated holder of a 100% percentage interest in a Subordinate Bond
(as defined in the Indenture), subject to each Rating Agency's acknowledgment
that the ratings of the Bonds in effect immediately prior to the entering into
of such agreement would not be qualified, downgraded or withdrawn and the Bonds
would not be placed on credit review status (except for possible upgrading) as
a result of such agreement. Any such agreement must be signed by both Master
Servicers and may contain provisions whereby such holder may instruct the
related Master Servicer to commence or delay foreclosure proceedings with
respect to delinquent related Mortgage Loans and will contain provisions for
the disposition of cash deposited with the applicable Master Servicer by the
holder of such Subordinate Security that would be available for distribution to
Certificateholders if Liquidation Proceeds are less than they otherwise may
have been had the related Master Servicer acted in accordance with its normal
procedures.

Section 3.17. Assumption or Termination of Selling and Servicing
Contracts by Certificate Trustee. In the event a Master Servicer shall for any
reason no longer be qualified or able to act as Master Servicer hereunder
(including by reason of an Event of Default), the Certificate Trustee as
trustee hereunder or its designee shall thereupon assume all of the rights and
obligations of the related Master Servicer under the Selling and Servicing
Contracts with respect to the related Mortgage Loans unless the Certificate
Trustee elects to terminate the Selling and Servicing Contracts with respect to
such Mortgage Loans in accordance with the terms thereof. The Certificate
Trustee, its designee or the successor servicer for the Certificate Trustee
shall be deemed to have assumed all of the related Master Servicer's interest
therein with respect to the related Mortgage Loans and to have replaced such
Master Servicer as a party to the Selling and Servicing Contracts to the same
extent as if the rights and duties under the Selling and Servicing Contracts
relating to such Mortgage Loans had been assigned to the assuming party, except
that the related Master Servicer shall not thereby be relieved of any liability
or obligations under the Selling and Servicing Contracts with respect to such
Master Servicer's duties to be performed prior to its termination hereunder.

The related Master Servicer at its expense shall, upon request of the
Certificate Trustee, deliver to the assuming party all documents and records
relating to the Selling and Servicing Contracts and the related Mortgage Loans
then being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
the rights and duties under the related Selling and Servicing Contracts
relating to such Mortgage Loans to the assuming party.

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ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES

Section 4.01. Distributions to Certificateholders.

(a) On each Distribution Date, the Certificate Trustee (or any
duly appointed Paying Agent) (i) shall distribute the Available Funds to the
Certificateholders in accordance with written statements received from the Bond
Administrator pursuant to Section 4.03(b), by wire transfer in immediately
available funds for the account of each Certificateholder, or by any other
means of payment acceptable to each Certificateholder of record on the
immediately preceding Record Date (other than as provided in Section 9.01
respecting the final distribution), as specified by each such Certificateholder
and at the address of such Holder appearing in the Certificate Register.

(b) All reductions in the Certificate Principal Balance of a
Certificate effected by distributions of principal with respect to Mortgage
Loans made on any Distribution Date shall be binding upon all Holders of such
Certificate and of any Certificate issued upon the registration of transfer or
exchange therefor or in lieu thereof, whether or not such distribution is noted
on such Certificate. The final distribution of principal of each Certificate
shall be payable in the manner provided above only upon presentation and
surrender thereof on or after the Distribution Date therefor at the office or
agency of the Certificate Registrar specified in the notice delivered pursuant
to Section 4.01(c)(ii) or Section 9.01(b).

Section 4.02. Statements to Certificateholders. Not later than
three (3) Business Days prior to each Distribution Date, each Master Servicer
shall forward to the Bond Administrator a Master Servicer's Section 4.02 Report
setting forth certain information with respect to the Mortgage Loans serviced
by such Master Servicer. With each distribution from the Certificate Account
on a Distribution Date with respect to a Series, the Bond Administrator shall,
based on the information set forth in such Master Servicers' Section 4.02
Reports, prepare and forward to the Certificate Trustee, and the Certificate
Trustee shall forward to each Certificateholder, a statement setting forth, to
the extent applicable: the amount of the distribution payable to the applicable
Series that represents principal and the amount that represents interest, and
the applicable Certificate Principal Balance after giving effect to such
distribution.

Upon request by any Certificateholder or the Certificate Trustee, the
Bond Administrator shall forward to such Certificateholder, the Certificate
Trustee and the Company an additional report which sets forth with respect to
the Mortgage Loans:

(a) the number and aggregate Scheduled Principal Balance
of (i) the Group I Loans and (ii) the Group II Loans;

(b) the number and aggregate Scheduled Principal Balance
of (i) Group I Loans and (ii) Group II Loans, in each case delinquent
one, two and three months or more;

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(c) the (i) number and aggregate Scheduled Principal
Balance of Group I Loans with respect to which foreclosure proceedings
have been initiated, and (ii) the number and aggregate book value of
related Mortgaged Properties acquired through foreclosure, deed in
lieu of foreclosure or other exercise of rights respecting the
Certificate Trustee's security interest in the Mortgage Loans;

(d) the (i) number and aggregate Scheduled Principal
Balance of Group II Loans with respect to which foreclosure
proceedings have been initiated, and (ii) the number and aggregate
book value of related Mortgaged Properties acquired through
foreclosure, deed in lieu of foreclosure or other exercise of rights
respecting the Certificate Trustee's security interest in the Mortgage
Loans;

(e) The amount of Special Hazard Losses incurred in
respect of the Group I Loans since the immediately preceding
Distribution Date, the cumulative amount of Special Hazard Losses
incurred in respect of the Group I Loans since the Cut-Off Date, and
the amount of Group I Special Hazard Coverage remaining as of the
close of business on the applicable Determination Date;

(f) The amount of Special Hazard Losses incurred in
respect of the Group II Loans since the immediately preceding
Distribution Date, the cumulative amount of Special Hazard Losses
incurred in respect of the Group II Loans since the Cut-Off Date, and
the amount of Group II Special Hazard Coverage remaining as of the
close of business on the applicable Determination Date;

(g) The amount of Bankruptcy Losses incurred in respect
of the Group I Loans since the immediately preceding Distribution
Date, the cumulative amount of Bankruptcy Losses incurred in respect
of the Group I Loans since the Cut-Off Date, and the amount of Group
I Bankruptcy Coverage remaining as of the close of business on the
applicable Determination Date;

(h) The amount of Bankruptcy Losses incurred in respect
of the Group II Loans since the immediately preceding Distribution
Date, the cumulative amount of Bankruptcy Losses incurred in respect
of the Group II Loans since the Cut-Off Date, and the amount of Group
II Bankruptcy Coverage remaining as of the close of business on the
applicable Determination Date;

(i) The amount of Fraud Losses incurred in respect of the
Group I Loans since the immediately preceding Distribution Date, the
cumulative amount of Fraud Losses incurred in respect of the Group I
Loans since the Cut-Off Date, and the amount of Group I Fraud
Coverage remaining as of the close of business on the applicable
Determination Date;

(j) The amount of Fraud Losses incurred in respect of the
Group II Loans since the immediately preceding Distribution Date, the
cumulative amount of Fraud Losses incurred in respect of the Group II
Loans since the Cut-Off Date, and the

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amount of Group II Fraud Coverage remaining as of the close of
business on the applicable Determination Date;

(k) The amount of Realized Losses incurred in respect of
the Group I Loans since the immediately preceding Distribution Date
and the cumulative amount of Realized Losses incurred in respect of
the Group I Loans since the Cut-Off Date;

(l) The amount of Realized Losses incurred in respect of
the Group II Loans since the immediately preceding Distribution Date
and the cumulative amount of Realized Losses incurred in respect of
the Group II Loans since the Cut-Off Date;

(m) The amount of Uncompensated Interest Shortfalls
incurred in respect of the Group I Loans since the immediately
preceding Distribution Date and the cumulative amount of Uncompensated
Interest Shortfalls incurred in respect of the Group I Loans since the
Cut-Off Date;

(n) The amount of Uncompensated Interest Shortfalls
incurred in respect of the Group II Loans since the immediately
preceding Distribution Date and the cumulative amount of Uncompensated
Interest Shortfalls incurred in respect of the Group II Loans since
the Cut-Off Date; and

Section 4.03. Advances by the Master Servicers; Distribution
Reports to the Certificate Trustee. To the extent described below, each Master
Servicer is obligated to advance its own funds to the Certificate Account to
cover any shortfall between (i) payments scheduled to be received in respect of
a related Mortgage Loan, and (ii) the amounts actually deposited in the
Certificate Account on account of such payments. Each Master Servicer's
obligation to make any advance or advances described in this Section 4.03 is
effective only to the extent that such advance is, in the good faith judgment
of such Master Servicer made on or before the Business Day immediately
following the Withdrawal Date, reimbursable from Insurance Proceeds or
Liquidation Proceeds of the related Mortgage Loans or recoverable as late
Monthly Payments with respect to the related Mortgage Loans or otherwise.

Prior to the close of business on the Business Day immediately
following each Withdrawal Date, each Master Servicer shall determine whether or
not it will make a Monthly P&I Advance on the next succeeding Distribution Date
(in the event that the applicable Servicer fails to make such advances) and
shall furnish a statement to the Certificate Trustee, the Paying Agent, if any,
and to any Certificateholder requesting the same, setting forth the aggregate
amounts of principal and interest in respect of the related Mortgage Loans to
be distributed on the next succeeding Distribution Date, stated separately. In
the event that full scheduled amounts of principal and interest in respect of
the related Mortgaged Loans shall not have been received by or on behalf of the
related Master Servicer prior to such Determination Date and such Master
Servicer shall have determined that a Monthly P&I Advance shall be made in
accordance with this Section 4.03, such Master Servicer shall so specify and
shall specify the aggregate amount of such advance.

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In the event that a Master Servicer shall be required to make a
Monthly P&I Advance, it shall on the Business Day prior to the related
Distribution Date either (i) deposit in the Certificate Account an amount equal
to such Monthly P&I Advance, (ii) make an appropriate entry in the records of
the Certificate Account that funds in such account being held for future
distribution or withdrawal with respect to related Mortgage Loans have been, as
permitted by this Section 4.03, used by such Master Servicer to make such
Monthly P&I Advance, or (iii) make advances in the form of any combination of
(i) and (ii) aggregating the amount of such Monthly P&I Advance. Any funds
being held for future distribution to Certificateholders and so used shall be
replaced by the related Master Servicer by deposit into the Certificate Account
on the Business Day immediately preceding any future Distribution Date to the
extent that funds in the Certificate Account on such Distribution Date with
respect to the related Mortgage Loans shall be less than payments to
Certificateholders required to be made on such date with respect to such
Mortgage Loans. Under each Selling and Servicing Contract, the related Master
Servicer is entitled to receive from the Custodial Accounts for P&I amounts
received by the applicable Servicer on particular Mortgage Loans as late
payments of principal and interest or as Liquidation or Insurance Proceeds and
respecting which such Master Servicer has made an unreimbursed advance of
principal and interest. Each Master Servicer is also entitled to receive other
amounts from the related Custodial Accounts for P&I to reimburse itself for
prior Nonrecoverable Advances respecting related Mortgage Loans serviced by the
applicable Servicer. Each Master Servicer shall deposit such amounts in the
Certificate Account prior to withdrawal pursuant to Section 3.05.

In accordance with Section 3.05, Monthly P&I Advances are reimbursable
to a Master Servicer from cash in the Certificate Account to the extent that
such Master Servicer shall determine that any such advances previously made are
Nonrecoverable Advances pursuant to Section 4.04.

(b) Prior to 5:00 p.m. New York City time on the Business Day prior to
each Distribution Date, the Bond Administrator shall provide the Certificate
Trustee with a statement regarding the amount of principal and interest to be
distributed to each Series of Certificates on such Distribution Date (such
amounts to be determined in accordance with Section 4.01 hereof and the related
definitions set forth in Article I hereof.

Section 4.04. Nonrecoverable Advances. Any advance previously made
by the applicable Servicer pursuant to its Selling and Servicing Contract or by
the related Master Servicer that such Master Servicer shall determine in its
good faith judgment not to be ultimately recoverable from Insurance Proceeds or
Liquidation Proceeds or otherwise of related Mortgage Loan or recoverable as
late Monthly Payments with respect to related Mortgage Loan shall be a
Nonrecoverable Advance. The determination by a Master Servicer that it or the
applicable Servicer has made a Nonrecoverable Advance or that any advance would
constitute a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of such Master Servicer delivered to the Certificate Trustee on the
Determination Date and detailing the reasons for such determination.
Notwithstanding any other provision of this Agreement, any insurance policy
relating to the Mortgage Loans, or any other agreement relating to the Mortgage
Loans to which the Master Servicer is a party, (a) each Master Servicer and
each Servicer shall not be obligated to, and shall not, make any advance that,
after reasonable inquiry and in its sole discretion, such Master Servicer or
such Servicer shall determine would be a Nonrecoverable Advance, and (b) each
Master Servicer and each Servicer shall be

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entitled to reimbursement for any advance as provided in Section 3.05(a)(i),
(ii) and (iv) of this Agreement.

ARTICLE V

THE CERTIFICATES

Section 5.01. The Certificates.

(a) The Certificates shall be substantially in the form set forth
in Exhibit A attached hereto and shall be executed by the Certificate Trustee,
authenticated by the Certificate Trustee (or any duly appointed Authenticating
Agent) and delivered to or upon the order of the Company upon receipt by the
Certificate Trustee of the documents specified in Section 2.01. The
Certificates shall be issuable in Authorized Denominations evidencing
Fractional Undivided Interests. Certificates shall be executed by manual or
facsimile signature on behalf of the Certificate Trustee by authorized officers
of the Certificate Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were at the time of execution the proper officers
of the Certificate Trustee shall bind the Certificate Trustee, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Certificates or did not hold such
offices at the date of such Certificates. No Certificate shall be entitled to
any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in
the form provided for herein executed by the Certificate Trustee or any
Authenticating Agent by manual signature, and such certificate upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

(b) No transfer of a Certificate shall be deemed to be made in
accordance with this Section 5.01(b) unless such transfer is made pursuant to
an effective registration statement under the Securities Act or unless the
Certificate Trustee is provided with the certificates and an Opinion of
Counsel, if required, on which the Certificate Trustee may conclusively rely,
which establishes or establish to the Certificate Trustee's satisfaction that
such transfer is exempt from the registration requirements under the Securities
Act, as follows: In the event that a transfer is to be made in reliance upon
an exemption from the Securities Act, the Certificate Trustee shall require, in
order to assure compliance with the Securities Act, that the Certificateholder
desiring to effect such transfer certify to the Certificate Trustee in writing,
a Purchaser Representation Letter in substantially the form attached hereto as
Exhibit F, with such modifications to such Exhibit F as may be appropriate to
reflect the actual facts of the proposed transfer.

Section 5.02. Certificates Issuable in Series; Authorized
Denominations. The aggregate principal amount of Certificates that may be
authenticated and delivered under this Agreement is limited to the aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-Off Date. The
aggregate Fractional Undivided Interest of each Certificate that may be
authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.

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Section 5.03. Registration of Transfer and Exchange of
Certificates. The Certificate Trustee shall cause to be maintained at one of
its offices or at its designated agent, a Certificate Register in which there
shall be recorded the name and address of each Certificateholder. Subject to
such reasonable rules and regulations as the Certificate Trustee may prescribe,
the Certificate Register shall be amended from time to time by the Certificate
Trustee or its agent to reflect notice of any changes received by the
Certificate Trustee or its agent pursuant to Section 10.06. The Certificate
Trustee hereby appoints itself as the initial Certificate Registrar.

Upon surrender for registration of transfer of any Certificate to the
Certificate Trustee at the office of First Trust of New York, National
Association, 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Glenn
Anderson, or such other address or agency as may hereafter be provided to each
Master Servicer in writing by the Certificate Trustee, the Certificate Trustee
shall execute, and the Certificate Trustee or any Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of Authorized Denominations of like
Fractional Undivided Interest. At the option of the Certificateholders,
Certificates may be exchanged for other Certificates in Authorized
Denominations of like Fractional Undivided Interest, upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Certificate Trustee shall
execute, and the Certificate Trustee, or any Authenticating Agent, shall
authenticate and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or
surrendered for transfer shall (if so required by the Certificate Trustee or
any Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Trustee or any
Authenticating Agent and duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing.

A reasonable service charge may be made for any such exchange or
transfer of Certificates, and the Certificate Trustee may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any exchange or transfer of Certificates.

All Certificates surrendered for exchange or transfer shall be
canceled by the Certificate Trustee or any Authenticating Agent.

Section 5.04. Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Trustee or any
Authenticating Agent, or (ii) the Certificate Trustee or any Authenticating
Agent receives evidence to their satisfaction of the destruction, loss or theft
of any Certificate, and there is delivered to the Certificate Trustee or any
Authenticating Agent such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Certificate
Trustee or any Authenticating Agent that such Certificate has been acquired by
a bona fide purchaser, the Certificate Trustee shall execute and the
Certificate Trustee or any Authenticating Agent shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Fractional Undivided Interest. Upon the
issuance of any new Certificate under this Section 5.04, the Certificate
Trustee or any Authenticating Agent may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Certificate Trustee or any Authenticating Agent) connected

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therewith. Any replacement Certificate issued pursuant to this Section 5.04
shall constitute complete and indefeasible evidence of ownership in the related
Trust Fund, as if originally issued, whether or not the lost or stolen
Certificate shall be found at any time.

Section 5.05. Persons Deemed Owners. The Company, each Master
Servicer, the Certificate Trustee and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and Section 4.05 and for all other purposes whatsoever, and none of the
Company, the Master Servicers, the Certificate Trustee, the Certificate
Registrar or any agent of the Company, the Master Servicers or the Certificate
Trustee shall be affected by notice to the contrary.

Section 5.06. Office for Transfer of Certificates. The Certificate
Trustee shall maintain in New York, New York, an office or agency where
Certificates may be surrendered for registration of transfer or exchange. First
Trust of New York, National Association, 100 Wall Street, Suite 1600, New York,
New York 10005, Attention: Glenn Anderson, is initially designated for said
purposes.

ARTICLE VI

THE COMPANY, THE MASTER SERVICER AND THE BOND ADMINISTRATOR

Section 6.01. Liability of the Company, the Master Servicers and
the Bond Administrator. The Company, the Master Servicers and the Bond
Administrator shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Company, the Master
Servicers or the Bond Administrator, as applicable, herein.

Section 6.02. Merger or Consolidation of the Company, a Master
Servicer or the Bond Administrator. Any corporation into which the Company, a
Master Servicer or the Bond Administrator may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Company, a Master Servicer or the Bond Administrator shall be a party, or any
corporation succeeding to the business of the Company, a Master Servicer or the
Bond Administrator shall be the successor of the Company, such Master Servicer,
or the Bond Administrator hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

Section 6.03. Limitation on Liability of the Company, the Master
Servicers, the Bond Administrator and Others. None of the Company, the Master
Servicers, the Bond Administrator or any of the directors, officers, employees
or agents of the Company, the Master Servicers or the Bond Administrator shall
be under any liability to a Trust Fund or the Certificateholders for any action
taken by such Person or by a Servicer or for such Person's or Servicer's
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Master Servicers, the Bond Administrator or
any such Person against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties or by reason of reckless disregard of duties and obligations
hereunder. The Company, the Master Servicers, the Bond Administrator and any
director, officer, employee or agent of the Company, the Master Servicers or

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the Bond Administrator may rely in good faith on any document of any kind
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company, the Master Servicers, the Bond Administrator and any
director, officer, employee or agent of the Company, the Master Servicers and
the Bond Administrator shall be indemnified by the Trust Funds and held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense relating to any Mortgage Loan (other than as
otherwise permitted in this Agreement) or incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company, the Master Servicers and the Bond Administrator shall
not be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties to service the Mortgage Loans in
accordance with this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company, each Master Servicer
or the Bond Administrator may in its discretion undertake any such action which
it may deem necessary or desirable with respect to the Mortgage Loans, this
Agreement, the Certificates or the rights and duties of the parties hereto and
the interests of the Certificateholders hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Funds, the Company, each Master
Servicer and the Bond Administrator shall be entitled to be reimbursed therefor
out of the Certificate Account, as provided by Section 3.05.

Section 6.04. The Company, each Master Servicer and the Bond
Administrator not to Resign. None of the Company, the Master Servicers or the
Bond Administrator shall resign from the obligations and duties hereby imposed
on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any successor to the Company, a Master
Servicer, or the Bond Administrator shall not resign from the obligations and
duties hereby imposed on it except upon determination that its duties hereunder
are no longer permissible under applicable law. Any such determination
permitting the resignation of the Company, a Master Servicer, the Bond
Administrator or any successor to the Company, a Master Servicer or the Bond
Administrator shall be evidenced by an Opinion of Counsel to such effect
delivered to the Certificate Trustee. No such resignation shall become
effective until the Certificate Trustee or the successor to the Company, a
Master Servicer or the Bond Administrator shall have assumed the resigning
party's responsibilities and obligations in accordance with Section 7.02
hereof.

Each successor to a resigning Master Servicer shall give prompt
written notice to the Company of any information received by such successor
Master Servicer which affects or relates to an ongoing obligation or right of
the Company under this Agreement.

ARTICLE VII

DEFAULT

Section 7.01. Events of Default. (a) In case one or more of the
following Events of Default by a Master Servicer or by a successor Master
Servicer shall occur and be continuing:

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(i) Any failure by a Master Servicer to deposit
into the Certificate Account any amount required to be deposited
therein by such Master Servicer under the terms of this Agreement
which continues unremedied for a period of ten days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to such Master Servicer by the Bond
Administrator or the Certificate Trustee or to such Master Servicer,
the Bond Administrator and/or the Certificate Trustee by the Holders
of Certificates of the affected Series evidencing Fractional Undivided
Interests aggregating not less than 66 2/3% of the applicable Trust
Fund for the affected Series; or

(ii) Failure on the part of a Master Servicer duly
to observe or perform in any material respect any other of the
covenants or agreements on the part of such Master Servicer contained
in the Certificates of a Series or in this Agreement which continues
unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to such Master Servicer by the Bond Administrator or the
Certificate Trustee, or to the Master Servicer, the Bond Administrator
and/or the Certificate Trustee by the Holders of Certificates of the
affected Series evidencing Fractional Undivided Interests aggregating
not less than 66 2/3% of the Trust Fund for the affected Series; or

(iii) A decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the
appointment of a trustee in bankruptcy, conservator or receiver or
liquidator in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered
against a Master Servicer and such decree or order shall have remained
in force undischarged or unstayed for a period of 60 days; or

(iv) A Master Servicer shall consent to the
appointment of a trustee in bankruptcy, conservator or receiver or
liquidator in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or
relating to a Master Servicer or of or relating to all or
substantially all of its property; or

(v) A Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or

(vi) Any failure of a Master Servicer to make any
Monthly P&I Advance (other than a Nonrecoverable Advance) which
continues unremedied at the opening of business on the Distribution
Date in respect of which such Monthly P&I Advance was to have been
made;

then, and in each and every such case, so long as an Event of Default shall not
have been remedied by such Master Servicer (the "Defaulting Master Servicer"),
either the Certificate Trustee, or the Holders of Certificates of the affected
Series evidencing Fractional Undivided Interests aggregating not less than 66
2/3% of the Trust Fund for the affected Series, by notice in writing to the
Company

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and the Defaulting Master Servicer (and to the Certificate Trustee if given by
the Certificateholders, in which case such notice shall set forth evidence
reasonably satisfactory to the Certificate Trustee that such Event of Default
has occurred and shall not have been remedied) may terminate all of the rights
(other than its right to reimbursement for advances) and obligations of the
Defaulting Master Servicer, including its right to the related Master Servicing
Fee, under this Agreement and in and to the related Mortgage Loans and the
proceeds thereof, if any. Such determination shall be final and binding. On or
after the receipt by the Defaulting Master Servicer of such written notice, all
authority and power of the Defaulting Master Servicer under this Agreement,
whether with respect to the Certificates or the related Mortgage Loans or
otherwise, shall pass to and be vested in the Certificate Trustee pursuant to
and under this Section 7.01; and, without limitation, the Certificate Trustee
is hereby authorized and empowered to execute and deliver, on behalf of the
Defaulting Master Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the related Mortgage Loans and related documents, or otherwise. Each Master
Servicer, in the event that it becomes a Defaulting Master Servicer, agrees to
cooperate with the Certificate Trustee in effecting the termination of such
Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Certificate Trustee for administration by it of
all cash amounts which shall at the time be credited by such Master Servicer to
the Certificate Account or thereafter be received with respect to the related
Mortgage Loans.

Notwithstanding the foregoing, if an Event of Default described in
clause (vi) of this Section 7.01(a) shall occur, the Certificate Trustee shall,
by notice in writing to the Defaulting Master Servicer, which may be delivered
by telecopy, immediately suspend all of the rights and obligations of the
Defaulting Master Servicer thereafter arising under this Agreement, but without
prejudice to any rights it may have as a Certificateholder or to reimbursement
of Monthly P&I Advances and other advances of its own funds, and the
Certificate Trustee shall act as provided in Section 7.02 to carry out the
duties of the Defaulting Master Servicer, including the obligation to make any
Monthly P&I Advance the nonpayment of which was an Event of Default described
in clause (vi) of this Section 7.01(a). Any such action taken by the
Certificate Trustee must be prior to the distribution on the relevant
Distribution Date. If the Defaulting Master Servicer shall within two Business
Days following such suspension remit to the Certificate Trustee the amount of
any Monthly P&I Advance the nonpayment of which by the Defaulting Master
Servicer was an Event of Default described in clause (vi) of this Section
7.01(a), the Certificate Trustee shall permit the Defaulting Master Servicer to
resume its rights and obligations as Master Servicer hereunder. The Defaulting
Master Servicer agrees that it will reimburse the Certificate Trustee for
actual, necessary and reasonable costs incurred by the Certificate Trustee
because of action taken pursuant to clause (vi) of this Section 7.01(a). Each
Master Servicer agrees that if an Event of Default as described in clause (vi)
of this Section 7.01(a) shall occur with respect to it more than two times in
any twelve month period, the Certificate Trustee shall be under no obligation
to permit the Defaulting Master Servicer to resume its rights and obligations
as Master Servicer hereunder.

(b) In case one or more of the following Events of Default by the
Company shall occur and be continuing:

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(i) Failure on the part of the Company duly to
observe or perform in any material respect any of the covenants or
agreements on the part of the Company contained in the Certificates of
a Series or in this Agreement which continues unremedied for a period
of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the
Company by the Certificate Trustee, or to the Company and the
Certificate Trustee by the Holders of Certificates of a Series
evidencing Fractional Undivided Interests aggregating not less than 66
2/3% of the Trust Fund for the affected Series; or

(ii) A decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the
appointment of a trustee in bankruptcy, conservator or receiver or
liquidator in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered
against the Company and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or

(iii) The Company shall consent to the appointment
of a trustee in bankruptcy, conservator or receiver or liquidator in
any bankruptcy, insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the
Company or of or relating to all or substantially all of its property;
or

(iv) The Company shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of
creditors, or voluntarily suspend payment of its obligations;

then, and in each and every such case, so long as such Event of Default shall
not have been remedied, the Holders of Certificates of an affected Series
evidencing Fractional Undivided Interests aggregating not less than 66 2/3% of
the Trust Fund for the affected Series, by notice in writing to the Company and
the Certificate Trustee, may direct the Certificate Trustee in accordance with
Section 10.03 to institute an action, suit or proceeding in its own name as
Certificate Trustee hereunder to enforce the Company's obligations hereunder.

(i) Failure on the part of the Bond
Administrator duly to observe or perform in any material respect any
of the covenants or agreements on the part of the Bond Administrator
contained in the Certificates of a Series or in this Agreement or
under the Indenture which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Bond Administrator
by the Certificate Trustee, or to the Bond Administrator and the
Certificate Trustee by the Holders of Certificates of a Series
evidencing Fractional Undivided Interests aggregating not less than 66
2/3% of the Trust Fund for the affected Series; or

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(ii) A decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the
appointment of a trustee in bankruptcy, conservator or receiver or
liquidator in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered
against the Bond Administrator and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or

(iii) The Bond Administrator shall consent to the
appointment of a trustee in bankruptcy, conservator or receiver or
liquidator in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or
relating to the Bond Administrator or of or relating to all or
substantially all of its property; or

(iv) The Bond Administrator shall admit in writing
its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of
creditors, or voluntarily suspend payment of its obligations;

(d) In any circumstances in which this Agreement states that
Certificateholders owning Certificates of a Series evidencing a certain
percentage Fractional Undivided Interest in the Trust Fund for such Series may
take certain action, such action shall be taken by the Certificate Trustee, but
only if the requisite percentage of Certificateholders required under this
Agreement for taking like action or giving like instruction to the Certificate
Trustee under this Agreement shall have so directed the Certificate Trustee in
writing.

Section 7.02. Certificate Trustee to Act; Appointment of Successor.
On and after the time a Defaulting Master Servicer receives a notice of
termination pursuant to Section 7.01, the Certificate Trustee shall be the
successor in all respects to the Defaulting Master Servicer under this
Agreement and under the Selling and Servicing Contracts with respect to the
related Mortgage Loans and with respect to the transactions set forth or
provided for herein and shall have all the rights and powers and be subject to
all the responsibilities, duties and liabilities relating thereto arising after
the Defaulting Master Servicer receives such notice of termination placed on
the Defaulting Master Servicer by the terms and provisions hereof and thereof,
and shall have the same limitations on liability herein granted to the
Defaulting Master Servicer; provided, that the Certificate Trustee shall not
under any circumstances be responsible for any representations and warranties
or any Purchase Obligation or any liability incurred by the Defaulting Master
Servicer at or prior to the time the Defaulting Master Servicer was terminated
as Master Servicer and the Certificate Trustee shall not be obligated to make a
Monthly P&I Advance if it is prohibited by law from so doing. As compensation
therefor, the Certificate Trustee shall be entitled to all funds relating to
the Mortgage

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Loans which the Defaulting Master Servicer would have been entitled to retain
or to withdraw from the Certificate Account if the Defaulting Master Servicer
had continued to act hereunder, except for those amounts due to the Defaulting
Master Servicer as reimbursement for advances previously made or amounts
previously expended and are otherwise reimbursable hereunder. Notwithstanding
the above, the Certificate Trustee may, if it shall be unwilling to so act, or
shall if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution
having a net worth of not less than $10,000,000 as the successor to the
Defaulting Master Servicer hereunder in the assumption of all or any part of
the responsibilities, duties or liabilities of the Defaulting Master Servicer
hereunder. Pending any such appointment, the Certificate Trustee is obligated
to act in such capacity. In connection with such appointment and assumption,
the Certificate Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall, together with the
compensation to the Certificate Trustee, be in excess of that permitted the
Defaulting Master Servicer hereunder. The Certificate Trustee and such
successor shall take such actions, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

Section 7.03. Notification to Certificateholders. Upon any such
termination or appointment of a successor to the Defaulting Master Servicer,
the Certificate Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.

ARTICLE VIII

CONCERNING THE CERTIFICATE TRUSTEE

Section 8.01. Duties of Certificate Trustee.

(a) The Certificate Trustee, prior to the occurrence of an Event
of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured or waived) the Certificate Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

(b) The Certificate Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Certificate Trustee which are specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they are in the form required by this
Agreement; provided, however, that the Certificate Trustee shall not be
responsible for the accuracy or content of any such certificate, statement,
opinion, report, or other order or instrument furnished by the Company or a
Master Servicer to the Certificate Trustee pursuant to this Agreement.

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(c) No provision of this Agreement shall be construed to relieve
the Certificate Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however,
that:

(i) Prior to the occurrence of an Event of
Default and after the curing of all such Events of Default which may
have occurred, the duties and obligations of the Certificate Trustee
shall be determined solely by the express provisions of this
Agreement, the Certificate Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Certificate Trustee, and, in the
absence of bad faith on the part of the Certificate Trustee, the
Certificate Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Certificate Trustee and
conforming to the requirements of this Agreement; and

(ii) The Certificate Trustee shall not be
personally liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the
Certificateholders holding Certificates of a Series which evidence
Fractional Undivided Interests aggregating not less than 66 2/3% of
the Trust Fund for such Series relating to the time, method and place
of conducting any proceeding for any remedy available to the
Certificate Trustee, or relating to the exercise of any trust or power
conferred upon the Certificate Trustee under this Agreement.

(d) Within ten days after the occurrence of any Event of Default
known to the Certificate Trustee, the Certificate Trustee shall transmit by
mail to the Rating Agency notice of each Event of Default. Within 90 days after
the occurrence of any Event of Default known to the Certificate Trustee, the
Certificate Trustee shall transmit by mail to all Certificateholders (with a
copy to the Rating Agency) notice of each Event of Default, unless such Event
of Default shall have been cured or waived; provided, however, the Certificate
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Certificate Trustee in good faith determines that
the withholding of such notice is in the best interests of the
Certificateholders; and provided, further, that in the case of any Event of
Default of the character specified in Section 7.01(i) and Section 7.01(ii) no
such notice to Certificateholders or to the Rating Agency shall be given until
at least 30 days after the occurrence thereof.

Section 8.02. Certain Matters Affecting the Certificate Trustee.
Except as otherwise provided in Section 8.01:

(i) The Certificate Trustee may request and rely
upon and shall be protected in acting or refraining from acting upon
any resolution, Officer's Certificate, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document
believed by it to be genuine and to have been signed or presented by
the proper party or parties;

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(ii) The Certificate Trustee may consult with
counsel and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;

(iii) The Certificate Trustee shall not be
personally liable for any action taken or omitted by it in good faith
and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;

(iv) Prior to the occurrence of an Event of
Default hereunder and after the curing of all Events of Default which
may have occurred, the Certificate Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing to do so by the Holders of Certificates of a
Series evidencing Fractional Undivided Interests aggregating not less
than 66 2/3% of the Trust Fund for such Series; provided, however,
that if the payment within a reasonable time to the Certificate
Trustee of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the
Certificate Trustee, not reasonably assured to the Certificate Trustee
by the security, if any, afforded to it by the terms of this
Agreement, the Certificate Trustee may require reasonable indemnity
against such expense or liability as a condition to proceeding;

(v) The Certificate Trustee may execute the trust
or any of the powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; and

(vi) The Certificate Trustee shall not be deemed
to have knowledge or notice of any matter, including without
limitation an Event of Default, unless actually known by a Responsible
Officer, or unless written notice thereof referencing this Agreement
or the Certificates is received at the Corporate Trust Office at the
address set forth in Section 10.06.

Section 8.03. Certificate Trustee Not Liable for Certificates or
Mortgage Loans. The recitals contained herein (other than those relating to the
due organization, power and authority of the Certificate Trustee) and in the
Certificates (other than the execution of, and certificate of authentication
on, the Certificates) shall be taken as the statements of the Company and the
Certificate Trustee assumes no responsibility for their correctness. The
Certificate Trustee makes no representations as to the validity or sufficiency
of this Agreement or of the Certificates or any Mortgage Loan. The Certificate
Trustee shall not be accountable for the use or application by the Company of
any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Master Servicers, the Servicers or the
Company in respect of the Mortgage Loans or deposited into the Custodial
Account for P&I, any Buydown Fund Account, or the Custodial Accounts for P&I by
any Servicer or into the Investment Account, or the Certificate Account by the
Master Servicer or the Company.

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Section 8.04. Certificate Trustee May Own Certificates. The
Certificate Trustee or any agent or affiliate of the Certificate Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Certificate
Trustee.

Section 8.05. The Bond Administrator to Pay Certificate Trustee's
Fees and Expenses; Indemnification of Certificate Trustee; Additional Duties of
Bond Administrator. Subject to any separate written agreement with the
Certificate Trustee, the Bond Administrator covenants and agrees to, and the
Bond Administrator shall, pay the Certificate Trustee from time to time, and
the Certificate Trustee shall be entitled to payment, for all services rendered
by it in the execution of the trust hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Certificate
Trustee. Except as otherwise expressly provided herein, the Bond Administrator
shall pay or reimburse the Certificate Trustee upon its request for all
reasonable expenses and disbursements incurred or made by the Certificate
Trustee in accordance with any of the provisions of this Agreement and
indemnify the Certificate Trustee from any loss, liability or expense incurred
by it hereunder (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense or disbursement as may arise from its negligence or bad
faith. Such obligation shall survive the termination of this Agreement or
resignation or removal of the Certificate Trustee. The Bond Administrator
shall, at its expense, prepare or cause to be prepared all federal and state
income tax and franchise tax and information returns relating to the Trust Fund
required to be prepared or filed by the Certificate Trustee and shall indemnify
the Certificate Trustee for any liability of the Certificate Trustee arising
from any error in such returns. The Bond Administrator hereby agrees to
perform the duties specified to be performed by the Bond Administrator in the
Indenture and the Bond Administrator further agrees to cooperate with the
Issuer in the performance by the Issuer of its obligations under the Indenture.

Section 8.06. Eligibility Requirements for Certificate Trustee. The
Certificate Trustee hereunder shall at all times be (i) an institution insured
by the FDIC, (ii) a corporation or association organized and doing business
under the laws of the United States of America or of any state, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority and (iii) acceptable to the Rating
Agency. If such corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of any aforementioned
supervising or examining authority, then for the purposes of this Section 8.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Certificate Trustee shall
cease to be eligible in accordance with the provisions of this Section 8.06,
the Certificate Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07.

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Section 8.07. Resignation and Removal of Certificate Trustee. The
Certificate Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Bond Administrator.
Upon receiving such notice of resignation, the Bond Administrator shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Certificate
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and shall have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Certificate Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

If at any time the Certificate Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Bond Administrator, or if at any time the
Certificate Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Certificate Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Certificate Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Bond Administrator may
remove the Certificate Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the Certificate Trustee so removed, one copy to the successor.

The Holders of Certificates of a Series evidencing Fractional
Undivided Interests aggregating more than 66 2/3% of the Trust Fund for such
Series may at any time remove the Certificate Trustee and appoint a successor
trustee by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys in-fact duly authorized, one complete set of which
instruments shall be delivered to the Bond Administrator and each Master
Servicer, one complete set to the Certificate Trustee so removed and one
complete set to the successor so appointed.

Any resignation or removal of the Certificate Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section 8.07
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 8.08. Any expenses associated with the resignation of
the Certificate Trustee shall be borne by the Certificate Trustee, and any
expenses associated with the removal of the Certificate Trustee shall be borne
by the Bond Administrator.

Section 8.08. Successor Certificate Trustee. Any successor trustee
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to
the Bond Administrator and each Master Servicer and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Certificate
Trustee herein. The predecessor shall deliver to the successor trustee all
Mortgage Files, related documents, statements and all other property held by it
hereunder, and the Bond Administrator, each Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.

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No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such appointment such successor trustee
shall be eligible under the provisions of Section 8.06.

Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Bond Administrator shall mail notice of the succession
of such trustee hereunder to (i) all Certificateholders at their addresses as
shown in the Certificate Register and (ii) the Rating Agency. If the Bond
Administrator fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed.

Section 8.09. Merger or Consolidation of Certificate Trustee. Any
corporation or association into which the Certificate Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Certificate Trustee
shall be a party, or any corporation succeeding to the corporate trust business
of the Certificate Trustee, shall be the successor of the Certificate Trustee
hereunder, provided such resulting or successor corporation shall be eligible
under the provisions of Section 8.06, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

Section 8.10. Appointment of Co-Certificate Trustee or Separate
Certificate Trustee. Notwithstanding any other provisions hereof, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of a Trust Fund may at the time be located, the Bond Administrator,
each Master Servicer and the Certificate Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Certificate Trustee to act as co-trustee or
co-trustees, jointly with the Certificate Trustee, or separate trustee or
separate trustees, of all or any part of such Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to such Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Bond Administrator, each
Master Servicer and the Certificate Trustee may consider necessary or
desirable; provided, that the Certificate Trustee shall remain liable for all
of its obligations and duties under this Agreement. If the Bond Administrator
and each Master Servicer shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, or in case an Event of
Default shall have occurred and be continuing, the Certificate Trustee alone
shall have the power to make such appointment; provided, that the Certificate
Trustee shall remain liable for all of its obligations and duties under this
Agreement. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Certificate Trustee shall be conferred or imposed
upon and exercised or performed by the Certificate Trustee and such separate
trustee or co-trustee jointly and severally, except to the extent that under
any law of any jurisdiction in which any particular act or acts are to be
performed by the Certificate Trustee (whether as Certificate Trustee hereunder
or as successor to a Master Servicer hereunder), the

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Certificate 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 such Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Certificate Trustee.

Any notice, request or other writing given to the Certificate Trustee
shall be deemed to have been given to each of the then separate trustee(s) and
co-trustee(s), as effectively as if given to each of them. Every instrument
appointing any separate trustee(s) or co-trustee(s) shall refer to this
Agreement and the conditions of this Article VIII. 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 Certificate Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Certificate Trustee. Every such instrument
shall be filed with the Certificate Trustee.

Any separate trustee or co-trustee may, at any time, constitute the
Certificate 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 Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and the trust shall
vest in and be exercised by the Certificate Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

Section 8.11. Authenticating Agents. The Certificate Trustee may
appoint one or more Authenticating Agents which shall be authorized to act on
behalf of the Certificate Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by
the Certificate Trustee or the Certificate Trustee's certificate of
authentication, such reference shall be deemed to include authentication on
behalf of the Certificate Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Certificate Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the Bond
Administrator and each Master Servicer and must be a corporation or banking
association organized and doing business under the laws of the United States of
America or of any state, having a principal office and place of business in New
York, New York, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision or
examination by federal or state authorities.

Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent so long as it shall be eligible in accordance with the provisions of the
first paragraph of this Section 8.11 without the execution or filing of any
paper or any further act on the part of the Certificate Trustee or the
Authenticating Agent.

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Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Certificate Trustee, the Bond Administrator and to
each Master Servicer. The Certificate Trustee may, upon prior written approval
of the Bond Administrator and each Master Servicer, at any time terminate the
agency of any Authenticating Agent by giving written notice of termination to
such Authenticating Agent, the Bond Administrator and to each Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case
at any time any Authenticating Agent shall cease to be eligible in accordance
with the provisions of the first paragraph of this Section 8.11, the
Certificate Trustee may appoint, upon prior written approval of the Bond
Administrator and each Master Servicer, a successor Authenticating Agent, shall
give written notice of such appointment to the Bond Administrator and to each
Master Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. Any reasonable compensation paid to
an Authenticating Agent shall be a reimbursable expense pursuant to Section
8.05 if paid by the Certificate Trustee.

Section 8.12. Paying Agents. The Certificate Trustee may appoint
one or more Paying Agents which shall be authorized to act on behalf of the
Certificate Trustee in making withdrawals from the Certificate Account, and
distributions to Certificateholders as provided in Section 4.01(a), Section
4.05(a) and Section 9.01(b) to the extent directed to do so by the Bond
Administrator. Wherever reference is made in this Agreement to the withdrawal
from the Certificate Account by the Certificate Trustee, such reference shall
be deemed to include such a withdrawal on behalf of the Certificate Trustee by
a Paying Agent. Whenever reference is made in this Agreement to a distribution
by the Certificate Trustee or the furnishing of a statement to
Certificateholders by the Certificate Trustee, such reference shall be deemed
to include such a distribution or furnishing on behalf of the Certificate
Trustee by a Paying Agent. Each Paying Agent shall provide to the Certificate
Trustee such information concerning the Certificate Account as the Certificate
Trustee shall request from time to time. Each Paying Agent must be reasonably
acceptable to the Bond Administrator and must be a corporation or banking
association organized and doing business under the laws of the United States of
America or of any state, having a principal office and place of business in New
York, New York, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision or
examination by federal or state authorities.

Any corporation into which any Paying Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which any Paying Agent shall be a party,
or any corporation succeeding to the corporate agency business of any Paying
Agent, shall continue to be the Paying Agent provided that such corporation
after the consummation of such merger, conversion, consolidation or succession
meets the eligibility requirements of this Section 8.12.

Any Paying Agent may at any time resign by giving written notice of
resignation to the Certificate Trustee and to the Bond Administrator; provided,
that the Paying Agent has returned to the Certificate Account or otherwise
accounted, to the reasonable satisfaction of the Bond Administrator, for all
amounts it has withdrawn from the Certificate Account. The Certificate

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Trustee may, upon prior written approval of the Bond Administrator, at any time
terminate the agency of any Paying Agent by giving written notice of
termination to such Paying Agent and to each Master Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Paying Agent shall cease to be eligible in accordance with the provisions of
the first paragraph of this Section 8.12, the Certificate Trustee may appoint,
upon prior written approval of the Bond Administrator, a successor Paying
Agent, shall give written notice of such appointment to each Master Servicer
and shall mail notice of such appointment to all Certificateholders. Any
successor Paying Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Paying Agent.
Any reasonable compensation paid to any Paying Agent shall be a reimbursable
expense pursuant to Section 8.05 if paid by the Certificate Trustee.

ARTICLE IX

TERMINATION

Section 9.01. Termination Upon Repurchase by the Company or
Liquidation of All Mortgage Loans.

(a) Except as otherwise set forth in this Article IX, including,
without limitation, the obligation of the Certificate Trustee to make payments
to Certificateholders as hereafter set forth, the respective obligations and
responsibilities of the Company, the Bond Administrator, the Master Servicers
and the Certificate Trustee created hereby shall terminate upon (i) the
repurchase by the Bond Administrator or the Company pursuant to the following
paragraph of this Section 9.01(a) of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the related Trust Fund at
a price equal to the Repurchase Price, or (ii) the later of the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the related Trust Fund or the disposition of all property
acquired upon foreclosure in respect of any Mortgage Loan, and the payment to
Certificateholders of all amounts required to be paid to them hereunder;
provided, however, that in no event shall the trusts created hereby continue
beyond the expiration of 21 years from the death of the survivor of the issue
of Joseph P. Kennedy, the late ambassador of the United States to the Court of
St. James, living on the date hereof.

The right of the Bond Administrator or the Company to repurchase all
of the outstanding Mortgage Loans and any Mortgaged Properties acquired by a
Trust Fund pursuant to clause (i) of the preceding paragraph shall be
conditioned upon the aggregate Scheduled Principal Balance of the Mortgage
Loans on an Optional Termination Date aggregating an amount equal to or less
than five percent (5%) of the aggregate Scheduled Principal Balance of the
Mortgage Loans as of the Cut-Off Date. The Bond Administrator shall have the
primary right to repurchase the Mortgage Loans and any Mortgaged Properties
acquired by each Trust Fund on an Optional Termination Date pursuant to this
Section 9.01(a). The right of the Company to effect such a repurchase shall be
secondary to such right of the Bond Administrator and may only be exercised in
the event that the Bond Administrator does not elect to exercise such
repurchase right within 180 days after the first Optional Termination Date. If
such right is exercised by the Bond Administrator with respect to an Optional

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Termination Date, the Bond Administrator shall give not less than 10 Business
Days prior written notice to the Company, the Certificate Trustee, the
Indenture Trustee and each Master Servicer and shall provide to the Certificate
Trustee (and to each Master Servicer) the written certification of an officer
of the Bond Administrator (which certification shall include a statement to the
effect that all amounts required to be paid in order to repurchase the Mortgage
Loans have been deposited in the Certificate Account), and the Certificate
Trustee shall promptly execute all instruments as may be necessary to release
and assign to the Bond Administrator on such Optional Termination Date, the
Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust
Fund for each Series. If the Bond Administrator does not give such notice
within 180 days after the first Optional Termination Date respect to an
Optional Termination Date, the Company shall give not less than 10 Business
Days prior written notice to the Certificate Trustee, the Indenture Trustee,
the Bond Administrator and each Master Servicer and shall provide to the
Certificate Trustee (and to the Bond Administrator and each Master Servicer)
the written certification of an officer of the Company (which certification
shall include a statement to the effect that all amounts required to be paid in
order to repurchase the Mortgage Loans have been deposited in the Certificate
Account), and the Certificate Trustee shall promptly execute all instruments as
may be necessary to release and assign to the Company on such Optional
Termination Date, the Mortgage Files and any foreclosed Mortgaged Property
pertaining to the Trust Fund for each Series.

In no event shall the Company or the Bond Administrator, as
applicable, be required to expend any amounts other than those described in the
first and second paragraphs of this Section 9.01(a) in order to terminate a
Trust Fund or repurchase the related Mortgage Loans under this Section 9.01.

(b) Notice of any termination, specifying the date upon which the
Certificateholders may surrender their Certificates to the Certificate Trustee
for payment and cancellation, shall be given promptly by letter from the
Certificate Trustee to Certificateholders mailed not less than 30 days prior to
such final distribution, specifying (i) the date upon which final payment of
the Certificates will be made upon presentation and surrender of Certificates
at the office of the Certificate Registrar therein designated (the "Termination
Date"), (ii) the amount of such final payment (the "Termination Payment"), and
(iii) that the Record Date otherwise applicable to the Distribution Date upon
which the Termination Date occurs is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office of the
Certificate Registrar therein specified. Upon any such notice, the Certificate
Account shall terminate subject to the Certificate Trustee's obligation to hold
all amounts payable to Certificateholders in trust without interest pending
such payment.

In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the Termination
Date or the Optional Termination Date, as applicable, the Company shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the Termination Payment or Repurchase
Price with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Company may
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain in trust hereunder.

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In addition and without prejudice to the foregoing, the respective
obligations of the Company, the Master Servicers, the Bond Administrator and
the Certificate Trustee created hereby may be terminated in respect of one or
more Series of Certificates on any date occurring after maturity of the Bonds
and the release of the Certificates from any pledge securing the Bonds under
the Indenture. Termination in the foregoing circumstances shall be effected
upon receipt by the Certificate Trustee of written notice from 100% of the
Certificateholders of the related Series of Certificate or Certificates
requiring termination of this Agreement in respect of such Series of
Certificate or Certificates and requesting the transfer of any Trust Fund to
them in the manner specified in such notice.

Section 9.02. Additional Termination Requirements.

In the event the Bond Administrator or the Company repurchases the
Mortgage Loans as provided in Section 9.01, the Lower REMIC and, in turn, the
Upper REMIC shall be terminated in accordance with the following additional
requirements, unless the Bond Administrator, at its own expense, obtains for
the Certificate Trustee an Opinion of Counsel to the effect that the failure to
comply with the requirements of this Section 9.02 will not (a) result in the
imposition of taxes on the net income derived from "prohibited transactions" of
either the Lower REMIC or the Upper REMIC, as defined in Section 860F of the
Code or (b) cause either the Lower REMIC or Upper REMIC to fail to qualify as a
REMIC under the REMIC Provisions at any time that any Certificates are
outstanding:

(i) The Certificate Trustee shall establish a 90-day liquidation
period for the REMICs and specify the first day of such period
in a statement attached to the final Tax Returns of the REMICs
pursuant to Treasury Regulation Section 1.860F-1. The
Certificate Trustee shall satisfy all the requirements of a
qualified liquidation under Section 860F of the Code and any
regulations thereunder, as evidenced by an Opinion of Counsel
obtained at the expense of the Bond Administrator; and

(ii) During such 90-day liquidation period, and at or prior to the
time of making of the final payment on the Certificates, the
Certificate Trustee shall sell all of the non-cash assets of
the Lower REMIC and the Upper REMIC for cash.

Section 9.03. Trusts Irrevocable. Except as expressly provided
herein, the trusts created hereby are irrevocable.

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ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01. Amendment.

(a) This Agreement may be amended from time to time by the Bond
Administrator, the Master Servicers, the Company and the Certificate Trustee,
without the consent of any of the Certificateholders, (i) to cure any
ambiguity; (ii) to correct or supplement any provision herein which may be
defective or inconsistent with any other provisions herein; (iii) to comply
with any requirements imposed by the Code or any regulations thereunder; and
(iv) to correct the description of any property at any time included in the
related Trust Fund, or to assure the conveyance to the Certificate Trustee of
any property included in the related Trust Fund. No such amendment (other than
one entered into pursuant to clause (iii) of the preceding sentence) shall
adversely affect in any material respect the interest of any Certificateholder.
Prior to entering into any amendment without the consent of Certificateholders
pursuant to this paragraph, the Certificate Trustee may require an Opinion of
Counsel to the effect that such amendment is permitted under this paragraph.

(b) This Agreement may also be amended from time to time by the
Bond Administrator, the Master Servicers, the Company and the Certificate
Trustee with the consent of the Holders of Certificates of a Series evidencing
Fractional Undivided Interests aggregating not less than 66 2/3% of the Trust
Fund for such Series for the purpose of adding any provisions to, or changing
in any manner or eliminating any of the provisions of, this Agreement or of
modifying in any manner the rights of the Certificateholders of a Series;
provided, however, that no such amendment shall, without the consent of the
Holder of each Certificate of a Series affected thereby (i) reduce in any
manner the amount of, or delay the timing of, distributions of principal or
interest required to be made hereunder or reduce the Certificateholder's
Fractional Undivided Interest in the Trust Fund of such Series, the Remittance
Rate, the Termination Payment or the Repurchase Price with respect to any of
the Certificates of a Series, (ii) reduce the percentage of Fractional
Undivided Interests specified in this Section 10.01 which are required to amend
this Agreement with respect to the Certificates of such Series, (iii) create or
permit the creation of any lien against any part of a Trust Fund, or (iv)
modify any provision in any way which would permit an earlier retirement of the
Certificates of such Series.

Promptly after the execution of any such amendment, the Certificate
Trustee shall furnish written notification of the substance of such amendment
to each Certificateholder. Any failure to provide such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment.

It shall not be necessary for the consent of Certificateholders under
this Section 10.01 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of
the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Trustee may prescribe.

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Section 10.02. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or the comparable
jurisdictions in which any Mortgaged Property is situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Company and at its expense on direction by the Certificate
Trustee, but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.

Section 10.03. Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Funds, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding-up of the Trust Funds, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

No Certificateholder shall have any right to vote or in any manner
otherwise to control the operation and management of the Trust Funds or the
obligations of the parties hereto (except as provided in Section 5.09, Section
7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section
10.03), nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

No Certificateholder shall have any right by virtue or by availing of
any provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Certificate Trustee a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates of a Series evidencing Fractional Undivided
Interests aggregating not less than 66 2/3% of the Trust Fund for such Series
shall have made written request upon the Certificate Trustee to institute such
action, suit or proceeding in its own name as Certificate Trustee hereunder and
shall have offered to the Certificate Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Certificate Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. However, the Certificate Trustee
is under no obligation to exercise any of the extraordinary trusts or powers
vested in it by this Agreement or to make any investigation of matters arising
hereunder or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the
Certificateholders unless such Certificateholders have offered to the
Certificate Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby. It is
understood and intended, and expressly covenanted by each Certificateholder
with every other Certificateholder and the Certificate Trustee, that no one or
more Holders of Certificates shall have any right in any manner whatever by
virtue or by availing of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section 10.03,

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each and every Certificateholder and the Certificate Trustee shall be entitled
to such relief as can be given either at law or in equity.

Section 10.04. Access to List of Certificateholders. The Certificate
Registrar shall furnish or cause to be furnished to the Certificate Trustee,
within 30 days after receipt of a request by the Certificate Trustee in
writing, a list, in such form as the Certificate Trustee may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date for payment of distributions to such Certificateholders.

If three or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Certificate Trustee, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Certificate Trustee shall, within five Business Days after
the receipt of such list from the Certificate Registrar, afford such applicants
access during normal business hours to the most recent list of
Certificateholders held by the Certificate Trustee. If such a list is as of a
date more than 90 days prior to the date of receipt of such applicants"
request, the Certificate Trustee shall promptly request from the Certificate
Registrar a current list as provided above, and shall afford such applicants
access to such list promptly upon receipt.

Every Certificateholder, by receiving and holding the same, agrees
with the Bond Administrator, each Master Servicer and the Certificate Trustee
that none of the Bond Administrator, the Master Servicers nor the Certificate
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders hereunder,
regardless of the source from which such information was derived.

Section 10.05. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

Section 10.06. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered or certified mail to (a) in the
case of the Company, 2711 N. Haskell Avenue, Suite 900, Dallas, Texas 75204,
Attention: Wade Walker or such other address as may hereafter be furnished to
the Certificate Trustee in writing by the Company, (b) in the case of PNC
Mortgage Securities Corp., 75 North Fairway Drive, Vernon Hills, Illinois
60061, Attention: General Counsel (with a copy directed to the attention of the
Master Servicing Department) or such other address as may hereafter be
furnished to the Certificate Trustee in writing by PNC Mortgage Securities
Corp., (c) in the case of IndyMac, Inc., 155 North Lake Avenue, Pasadena,
California 91101, Attention: Master Servicing Department or such other address
as may hereafter be furnished to the Certificate Trustee in writing by IndyMac,
Inc., (d) in the case of the Certificate Trustee, at its Corporate Trust
Office, or such other address as may hereafter be furnished to each Master
Servicer in writing by the Certificate Trustee, (d) in the case of the
Certificate Registrar, at its Corporate Trust Office, or such other address as
may hereafter be furnished to the Certificate Trustee in writing by the
Certificate

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Registrar, (e) in the case of DCR, 55 East Monroe Street, Chicago, Illinois
60603, or such other address as may hereafter be furnished to the Certificate
Trustee and each Master Servicer in writing by DCR, and (f) in the case of S&P,
26 Broadway, 15th Floor, New York, New York 10004, Attention: Frank Raiter, or
such other address as may hereafter be furnished to the Certificate Trustee and
each Master Servicer in writing by S&P. Notices to the Rating Agency shall
also be deemed to have been duly given if mailed by first class mail, postage
prepaid, to the above listed addresses of the Rating Agency. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

Section 10.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.

Section 10.08. Counterpart Signatures. For the purpose of
facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

Section 10.09. Benefits of Agreement. Nothing in this Agreement or
in any Certificate, expressed or implied, shall give to any Person, other than
the parties hereto and their respective successors hereunder, any separate
trustee or co-trustee appointed under Section 8.10 and the Certificateholders,
any benefit or any legal or equitable right, remedy or claim under this
Agreement.

Section 10.10. Notices and Copies to Rating Agency.

(a) The Certificate Trustee shall notify the Rating Agency of the
occurrence of any of the following events, in the manner provided in Section
10.06:

(i) the occurrence of an Event of Default
pursuant to Section 7.01, subject to the provisions of Section
8.01(d);

(ii) the appointment of a successor Master
Servicer pursuant to Section 7.02;

(b) The Bond Administrator shall notify the Rating Agency of the
occurrence of any of the following events, in the manner provided in Section
10.06:

(i) any amendment of this Agreement pursuant to
Section 10.01;

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(ii) the appointment of a successor Certificate
Trustee pursuant to Section 8.08;

(iii) to the extent known by the Bond
Administrator, the filing of any claim under or the cancellation or
modification of any fidelity bond and errors and omissions coverage
pursuant to Section 3.01 and Section 3.06 with respect to a Master
Servicer or any Servicer;

(iv) to the extent known by the Bond
Administrator, any change in the location of the Certificate Account,
any Custodial Account for P&I or any Custodial Account for Reserves;

(v) to the extent known by the Bond
Administrator, the repurchase of any Mortgage Loan pursuant to a
Purchase Obligation or the repurchase of the outstanding Mortgage
Loans pursuant to Section 9.01;

(vi) the occurrence of the final Distribution Date
or the termination of the trust pursuant to Section 9.01(a)(ii);

(vii) to the extent known by the Bond
Administrator, the failure of a Master Servicer to make a Monthly P&I
Advance following a determination on the Determination Date that such
Master Servicer would make such advance pursuant to Section 4.03; and

(viii) to the extent known by the Bond
Administrator, the failure of a Master Servicer to make a
determination on the Determination Date regarding whether it would
make a Monthly P&I Advance when a shortfall exists between (x)
payments scheduled to be received in respect of the Mortgage Loans and
(y) the amounts actually deposited in the Certificate Account on
account of such payments, pursuant to Section 4.03.

(c) The Bond Administrator shall provide copies of the statements
received by the Bond Administrator pursuant to Section 4.02 and Section 3.12
or any other statements received or prepared by the Bond Administrator
hereunder, and each Master Servicer shall provide copies of the reports or
statements pursuant to Section 4.02, Section 3.12, Section 3.13, Section 3.15
or any other reports or statements to the Rating Agency in such time and manner
that such statements or determinations are required to be provided to
Certificateholders. With respect to the reports described in the second
paragraph of Section 4.02, the Bond Administrator shall provide such reports to
the Rating Agency in respect of each Distribution Date, without regard to
whether any Certificateholder or the Certificate Trustee has requested such
report for such Distribution Date.

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IN WITNESS WHEREOF, the Company and the Certificate Trustee have
caused their names to be signed hereto by their respective officers, thereunto
duly authorized, duly attested, all as of the day and year first above written.

CMC SECURITIES CORPORATION IV

By:
----------------------------
Wade Walker
Vice President - Asset and Liability
Management

PNC MORTGAGE SECURITIES CORP., as
Master Servicer and Bond Administrator

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

INDYMAC, INC., as Master Servicer

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

U.S. BANK NATIONAL ASSOCIATION,
as TRUSTEE

By:
-------------------------------
Christina Hatfield
Vice President

Pooling and Servicing Agreement - Signature Page
<PAGE> 79
ACKNOWLEDGMENT OF CORPORATION

STATE OF TEXAS )
) SS.
COUNTY OF DALLAS )

On this ___ day of October, 1997 before me, a Notary Public in and for
said State, personally appeared Wade Walker, known to me to be the Vice
President of CMC SECURITIES CORPORATION IV, one of the corporations that
executed the within interest, and also known to me to be the person who
executed it on behalf of said Corporation, and acknowledged to me that such
corporation executed the within instrument pursuant to its By-Laws or a
resolution of its Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in the certificate first above written.

----------------------------
Notary Public

Pooling and Servicing Agreement-Signature Page
<PAGE> 80
ACKNOWLEDGMENT OF CORPORATION

STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )

On this ___ day of October, 1997 before me, a Notary Public in and for
said State, personally appeared _______, known to me to be the ______________
of PNC MORTGAGE SECURITIES CORP., one of the corporations that executed the
within interest, and also known to me to be the person who executed it on
behalf of said Corporation, and acknowledged to me that such corporation
executed the within instrument pursuant to its By-Laws or a resolution of its
Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in the certificate first above written.

----------------------------
Notary Public

(SEAL)

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<PAGE> 81
ACKNOWLEDGMENT OF CORPORATION

STATE OF ____________ )
) SS.
COUNTY OF __________ )

On this _____ day of October, 1997 before me, a Notary Public in and
for said State, personally appeared , known to me to be the _______________ of
INDYMAC, INC., one of the corporations that executed the within interest, and
also known to me to be the person who executed it on behalf of said
Corporation, and acknowledged to me that such corporation executed the within
instrument pursuant to its By-Laws or a resolution of its Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in the certificate first above written.

----------------------------
Notary Public

(SEAL)

Pooling and Servicing Agreement-Signature Page
<PAGE> 82
ACKNOWLEDGMENT OF CORPORATION

STATE OF TEXAS )
) SS.
COUNTY OF DALLAS )

On this ____ day of October, 1997 before me, a Notary Public in and
for said State, personally appeared Christina Hatfield, known to me to be the
Vice President of U.S. BANK NATIONAL ASSOCIATION, a banking association that
executed the within interest, and also known to me to be the person who
executed it on behalf of said banking association, and acknowledged to me that
such banking association executed the within instrument pursuant to its By-Laws
or a resolution of its Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in the certificate first above written.

----------------------------
Notary Public

Pooling and Servicing Agreement-Signature Page