Exhibit 10.1


     

    Exhibit
      10.1


    BISHOP’S
      GATE RESIDENTIAL MORTGAGE TRUST,

     

    as
      Issuer

     

    and

     

    THE
      BANK OF NEW YORK,

     

    as
      Indenture Trustee

     

    BASE
      INDENTURE

     

    Dated
      as of December 11, 1998

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    TABLE
      OF CONTENTS

     

    Page

     

    

      
        	
                ARTICLE
                  1.

              
	
                DEFINITIONS
                  AND INCORPORATION BY REFERENCE

              
	 	 	 
	
                Section
                  1.1.

              	
                Definitions

              	
                1

              
	
                Section
                  1.2.

              	
                Cross-References

              	
                1

              
	
                Section
                  1.3.

              	
                Accounting
                  and Financial Determinations; No Duplication

              	
                2

              
	
                Section
                  1.4.

              	
                Rules
                  of Construction

              	
                2

              
	 
	
                ARTICLE
                  2.

              
	
                THE
                  NOTES

              
	 	 	 
	
                Section
                  2.1.

              	
                Designation
                  and Terms of Notes

              	
                2

              
	
                Section
                  2.2.

              	
                Notes
                  Issuable in Series

              	
                3

              
	
                Section
                  2.3.

              	
                Supplement
                  for Each Series

              	
                6

              
	
                Section
                  2.4.

              	
                Execution
                  and Authentication

              	
                6

              
	
                Section
                  2.5.

              	
                Form
                  of Notes; Book Entry Provisions; Title

              	
                7

              
	
                Section
                  2.6.

              	
                Registrar
                  and Paving Agent

              	
                9

              
	
                Section
                  2.7.

              	
                Paying
                  Agent to Hold Money in Trust

              	
                9

              
	
                Section
                  2.8.

              	
                Noteholder
                  List

              	
                11

              
	
                Section
                  2.9.

              	
                Transfer
                  and Exchange

              	
                11

              
	
                Section
                  2.10.

              	
                Legending
                  of Notes

              	
                20

              
	
                Section
                  2.11.

              	
                Replacement
                  Notes

              	
                21

              
	
                Section
                  2.12.

              	
                Treasury
                  Notes

              	
                22

              
	
                Section
                  2.13.

              	
                Temporary
                  Notes

              	
                22

              
	
                Section
                  2.14.

              	
                Cancellation

              	
                23

              
	
                Section
                  2.15.

              	
                Principal
                  and Interest

              	
                23

              
	
                Section
                  2.16.

              	
                Book-Entry
                  Notes

              	
                24

              
	
                Section
                  2.17.

              	
                Notices
                  to Clearing Agency

              	
                25

              
	
                Section
                  2.18.

              	
                Definitive
                  Notes

              	
                26

              
	
                Section
                  2.19.

              	
                Tax
                  Treatment

              	
                27

              
	
                Section
                  2.20.

              	
                CUSIP
                  Numbers

              	
                27

              
	 
	
                ARTICLE
                  3.

              
	
                SECURITY

              
	 	 	 
	
                Section
                  3.1.

              	
                Security
                  Interest

              	
                27

              
	
                Section
                  3.2.

              	
                Stamp,
                  Other Similar Taxes and Filing Fees

              	
                27

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      
        	 
	
                ARTICLE
                  4.

              
	
                REPORTS

              
	 	 	 
	
                Section
                  4.1.

              	
                Agreement
                  of the Issuer to Provide Reports and Instructions

              	
                28

              
	 
	
                ARTICLE
                  5.

              
	
                ALLOCATION
                  AND APPLICATION OF COLLECTIONS

              
	 	 	 
	
                Section
                  5.1.

              	
                Establishment
                  of Accounts

              	
                29

              
	
                Section
                  5.2.

              	
                Collections
                  and Allocations

              	
                29

              
	
                Section
                  5.3.

              	
                Determination
                  of Monthly Interest

              	
                29

              
	
                Section
                  5.4.

              	
                Determination
                  of Principal

              	
                29

              
	 
	
                ARTICLE
                  6.

              
	
                DISTRIBUTIONS
                  AND REPORTS TO NOTEHOLDERS

              
	 	 	 
	
                Section
                  6.1.

              	
                Distributions
                  in General

              	
                29

              
	
                Section
                  6.2.

              	
                Reserved

              	
                31

              
	
                Section
                  6.3.

              	
                Optional
                  Repurchase of Notes

              	
                31

              
	
                Section
                  6.4.

              	
                Monthly
                  Noteholders’ Statement; Annual Noteholders’ Tax Statement

              	
                31

              
	 
	
                ARTICLE
                  7.

              
	
                REPRESENTATIONS
                  AND WARRANTIES

              
	 	 	 
	
                Section
                  7.1.

              	
                Existence
                  and Power

              	
                32

              
	
                Section
                  7.2.

              	
                Business
                  Trust and Governmental Authorization

              	
                32

              
	
                Section
                  7.3.

              	
                Binding
                  Effect

              	
                32

              
	
                Section
                  7.4.

              	
                Financial
                  Information; Financial Condition

              	
                33

              
	
                Section
                  7.5.

              	
                Litigation

              	
                33

              
	
                Section
                  7.6.

              	
                Compliance
                  with ERISA

              	
                33

              
	
                Section
                  7.7.

              	
                Tax
                  Filings and Expenses

              	
                33

              
	
                Section
                  7.8.

              	
                Full
                  Disclosure

              	
                34

              
	
                Section
                  7.9.

              	
                Investment
                  Company Act; Trust Indenture Act; Securities Act

              	
                34

              
	
                Section
                  7.10.

              	
                Regulations
                  T, U and X

              	
                34

              
	
                Section
                  7.11.

              	
                No
                  Consent

              	
                34

              
	
                Section
                  7.12.

              	
                Solvency

              	
                34

              
	
                Section
                  7.13.

              	
                Subsidiary

              	
                35

              
	
                Section
                  7.14.

              	
                Security
                  Interests

              	
                35

              
	
                Section
                  7.15.

              	
                Offering
                  Memorandum

              	
                35

              
	
                Section
                  7.16.

              	
                Non-Existence
                  of Other Agreements

              	
                36

              
	
                Section
                  7.17.

              	
                Eligible
                  Mortgage Loans

              	
                36

              
	
                Section
                  7.18.

              	
                Other
                  Representations

              	
                36

              
	
                Section
                  7.19.

              	
                Special
                  Purpose Entity

              	
                36

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      
        	 
	
                ARTICLE
                  8.

              
	
                COVENANTS

              
	 	 	 
	
                Section
                  8.1.

              	
                Payment
                  of Notes

              	
                36

              
	
                Section
                  8.2.

              	
                Maintenance
                  of Office or Agency

              	
                36

              
	
                Section
                  8.3.

              	
                Information

              	
                37

              
	
                Section
                  8.4.

              	
                Payment
                  of Obligations

              	
                38

              
	
                Section
                  8.5.

              	
                RESERVED

              	
                39

              
	
                Section
                  8.6.

              	
                Conduct
                  of Business and Maintenance of Existence

              	
                39

              
	
                Section
                  8.7.

              	
                Compliance
                  with Laws

              	
                39

              
	
                Section
                  8.8.

              	
                Inspection
                  of Property, Books and Records

              	
                39

              
	
                Section
                  8.9.

              	
                Compliance
                  with Program Documents

              	
                39

              
	
                Section
                  8.10.

              	
                Notice
                  of Defaults

              	
                39

              
	
                Section
                  8.11.

              	
                Notices
                  under Liquidity Agreement; Notice of Material Proceedings

              	
                40

              
	
                Section
                  8.12.

              	
                Further
                  Requests

              	
                40

              
	
                Section
                  8.13.

              	
                Further
                  Assurances

              	
                40

              
	
                Section
                  8.14.

              	
                Certain
                  Documents

              	
                41

              
	
                Section
                  8.15.

              	
                Liens

              	
                41

              
	
                Section
                  8.16.

              	
                Other
                  Indebtedness

              	
                41

              
	
                Section
                  8.17.

              	
                Mergers

              	
                42

              
	
                Section
                  8.18.

              	
                Sales
                  of Assets

              	
                42

              
	
                Section
                  8.19.

              	
                Capital
                  Expenditures

              	
                42

              
	
                Section
                  8.20.

              	
                Dividends

              	
                42

              
	
                Section
                  8.21.

              	
                Name;
                  Principal Office

              	
                42

              
	
                Section
                  8.22.

              	
                Organizational
                  Documents

              	
                42

              
	
                Section
                  8.23.

              	
                Investments

              	
                43

              
	
                Section
                  8.24.

              	
                No
                  Other Agreements

              	
                43

              
	
                Section
                  8.25.

              	
                Other
                  Business

              	
                43

              
	
                Section
                  8.26.

              	
                Notes

              	
                43

              
	
                Section
                  8.27.

              	
                Rule
                  144A Information Requirement

              	
                43

              
	
                Section
                  8.28.

              	
                Use
                  of Proceeds of Notes

              	
                43

              
	
                Section
                  8.29.

              	
                Program
                  Document Information

              	
                44

              
	
                Section
                  8.30.

              	
                Year
                  2000 Issues

              	
                44

              
	 
	
                ARTICLE
                  9.

              
	
                EVENTS
                  OF DEFAULT AND REMEDIES

              
	 	 	 
	
                Section
                  9.1.

              	
                Events
                  of Default

              	
                44

              
	
                Section
                  9.2.

              	
                Rights
                  upon Event of Default

              	
                47

              
	
                Section
                  9.3.

              	
                [RESERVED]

              	
                47

              
	
                Section
                  9.4.

              	
                [RESERVED]

              	
                47

              
	
                Section
                  9.5.

              	
                Waiver
                  of Past Events

              	
                47

              
	
                Section
                  9.6.

              	
                [RESERVED]

              	
                47

              
	
                Section
                  9.7.

              	
                Limitation
                  on Suits

              	
                47

              
	
                Section
                  9.8.

              	
                Unconditional
                  Rights of Holders to Receive Payment: 

              	 
	 	
                Withholding
                  Taxes

              	
                48

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

      
        	
                Section
                  9.9.

              	
                Reserved

              	
                49

              
	
                Section
                  9.10.

              	
                The
                  Indenture Trustee May File Proofs of Claim

              	
                49

              
	
                Section
                  9.11.

              	
                Priorities

              	
                49

              
	
                Section
                  9.12.

              	
                Undertaking
                  for Costs

              	
                50

              
	
                Section
                  9.13.

              	
                Rights
                  and Remedies Cumulative

              	
                50

              
	
                Section
                  9.14.

              	
                Delay
                  or Omission Not Waiver

              	
                50

              
	 
	
                ARTICLE
                  10.

              
	
                THE
                  INDENTURE TRUSTEE

              
	 	 	 
	
                Section
                  10.1.

              	
                Duties
                  of the Indenture Trustee

              	
                50

              
	
                Section
                  10.2.

              	
                Rights
                  of the Indenture Trustee 

              	
                52

              
	
                Section
                  10.3.

              	
                Individual
                  Rights of the Indenture Trustee

              	
                53

              
	
                Section
                  10.4.

              	
                Notice
                  of Events of Default and Potential Events of Default

              	
                53

              
	
                Section
                  10.5.

              	
                Compensation

              	
                53

              
	
                Section
                  10.6.

              	
                Replacement
                  of the Indenture Trustee

              	
                54

              
	
                Section
                  10.7.

              	
                Successor
                  Indenture Trustee by Merger, etc.

              	
                55

              
	
                Section
                  10.8.

              	
                Eligibility
                  Disqualification

              	
                55

              
	
                Section
                  10.9.

              	
                Appointment
                  of Co-Indenture Trustee or Separate Indenture Trustee

              	
                55

              
	
                Section
                  10.10.

              	
                Representations
                  and Warranties of Indenture Trustee

              	
                56

              
	
                Section
                  10.11.

              	
                The
                  Issuer Indemnification of the Indenture Trustee

              	
                57

              
	 
	
                ARTICLE
                  11.

              
	
                DISCHARGE
                  OF INDENTURE

              
	 	 	 
	
                Section
                  11.1.

              	
                Termination
                  of the Issuer’s Obligations

              	
                57

              
	
                Section
                  11.2.

              	
                Application
                  of Trust Money

              	
                58

              
	
                Section
                  11.3.

              	
                Repayment
                  to the Issuer

              	
                59

              
	 
	
                ARTICLE
                  12.

              
	
                AMENDMENTS

              
	 	 	 
	
                Section
                  12.1.

              	
                Without
                  Consent of the Noteholders

              	
                59

              
	
                Section
                  12.2.

              	
                With
                  Consent of the Noteholders

              	
                60

              
	
                Section
                  12.3.

              	
                Supplements

              	
                61

              
	
                Section
                  12.4.

              	
                Revocation
                  and Effect of Consents

              	
                61

              
	
                Section
                  12.5.

              	
                Notation
                  on or Exchange of Notes

              	
                61

              
	
                Section
                  12.6.

              	
                The
                  Indenture Trustee to Sign Amendments, etc.

              	
                61

              
	 
	
                ARTICLE
                  13.

              
	
                MISCELLANEOUS

              
	 	 	 
	
                Section
                  13.1.

              	
                Notices

              	
                62

              
	
                Section
                  13.2.

              	
                Communication
                  by Noteholders with Other Noteholders

              	
                63

              
	
                Section
                  13.3.

              	
                Certificate
                  and Opinion as to Conditions Precedent

              	
                63

              


      

       

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

      
        	
                Section
                  13.4.

              	
                Statements
                  Required in Certificate

              	
                63

              
	
                Section
                  13.5.

              	
                Rules
                  by the Indenture Trustee

              	
                64

              
	
                Section
                  13.6.

              	
                No
                  Recourse Against Others

              	
                64

              
	
                Section
                  13.7.

              	
                Duplicate
                  Originals

              	
                64

              
	
                Section
                  13.8.

              	
                Benefits
                  of Indenture

              	
                64

              
	
                Section
                  13.9.

              	
                Payment
                  on Business Day

              	
                64

              
	
                Section
                  13.10.

              	
                Governing
                  Law

              	
                65

              
	
                Section
                  13.11.

              	
                No
                  Adverse Interpretation of Other Agreements

              	
                65

              
	
                Section
                  13.12.

              	
                Successors

              	
                65

              
	
                Section
                  13.13.

              	
                Severability

              	
                65

              
	
                Section
                  13.14.

              	
                Counterpart
                  Originals

              	
                65

              
	
                Section
                  13.15.

              	
                Table
                  of Contents, Headings, etc.

              	
                65

              
	
                Section
                  13.16.

              	
                Security
                  Agreement

              	
                65

              
	
                Section
                  13.17.

              	
                No
                  Bankruptcy Petition Against the Issuer

              	
                66

              
	
                Section
                  13.18.

              	
                No
                  Recourse

              	
                66

              
	
                Section
                  13.19.

              	
                Owner
                  Trustee Limitation of Liability

              	
                66

              


      

      




     

    SCHEDULES
      AND EXHIBITS

     

    SCHEDULE
      I DEFINITIONS
      LIST

    EXHIBIT
      A-1 FORM
      OF
      TRANSFER CERTIFICATE

    EXHIBIT
      A-2 [RESERVED]

    EXHIBIT
      A-3 [RESERVED]

    EXHIBIT
      A-4 [RESERVED]

    EXHIBIT
      A-5 [RESERVED]

    EXHIBIT
      A-6 FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM DEFINITIVE NOTE TO PERMANENT
      GLOBAL NOTE

    EXHIBIT
      A-7 FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM DEFINITIVE NOTE TO RESTRICTED
      GLOBAL NOTE

    EXHIBIT
      B FORM
      OF
      CLEARING SYSTEM CERTIFICATE

    EXHIBIT
      C FORM
      OF
      CERTIFICATE OF BENEFICIAL OWNERSHIP

    EXHIBIT
      D FORM
      OF
      MONTHLY CERTIFICATE

    EXHIBIT
      E FORM
      OF
      MONTHLY NOTEHOLDERS’ STATEMENT

    


     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


    

      Residential
        Mortgage Loan Medium-Term Notes

       

      (Issuable
        in Series)

       

      BASE
        INDENTURE, dated as of December 11, 1998, between BISHOP’S GATE RESIDENTIAL
        MORTGAGE TRUST, a business trust established under the laws of Delaware,
        as
        issuer (the “Issuer”),
        and
        THE BANK OF NEW YORK, a New York banking corporation, as indenture trustee
        (in
        such capacity, the “Indenture
        Trustee”).

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        the Issuer has duly authorized the execution and delivery of this Indenture
        to
        provide for the issuance from time to time of one or more series of the Issuer’s
        Residential Mortgage Loan Medium-Term Notes (the “Notes”),
        issuable as provided in this Indenture; and

       

      WHEREAS,
        all things necessary to make this Indenture a legal, valid and binding agreement
        of the Issuer, in accordance with its terms, have been done, and the Issuer
        proposes to do all the things necessary to make the Notes, when executed
        by the
        Issuer and authenticated and delivered by the Indenture Trustee hereunder
        and
        duly issued by the Issuer, the legal, valid and binding obligations of the
        Issuer as hereinafter provided;

       

      NOW,
        THEREFORE, for and in consideration of the premises and the receipt of the
        Notes
        by the Noteholders, it is mutually covenanted and agreed, for the equal and
        proportionate benefit of all Noteholders, as follows:

       

      ARTICLE
        1.

       

      DEFINITIONS
        AND INCORPORATION BY REFERENCE

       

      Section
        1.1.  Definitions

       

      Certain
        capitalized terms used herein (including the preamble and the recitals hereto)
        shall have the meanings assigned to such terms in the Definitions List attached
        hereto as Schedule 1 (the “Definitions
        List”),
        as
        such Definitions List may be amended or modified from time to time in accordance
        with the provisions hereof.

       

      Section
        1.2.  Cross-References

       

      Unless
        otherwise specified, references in this Indenture and in each other Program
        Document to any Article or Section are references to such Article or Section
        of
        this Indenture or such other Program Document, as the case may be and, unless
        otherwise specified, references in any Article, Section or definition to
        any
        clause are references to such clause of such Article, Section or
        definition.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      Section
        1.3.  Accounting
        and Financial Determinations; No Duplication

       

      Where
        the
        character or amount of any asset or liability or item of income or expense
        is
        required to be determined, or any accounting computation is required to be
        made,
        for the purpose of this Indenture, such determination or calculation shall
        be
        made, to the extent applicable and except as otherwise specified in this
        Indenture, in accordance with GAAP. When used herein, the term “financial
        statement” shall include the notes and schedules thereto. All accounting
        determinations and computations hereunder or under any other Program Documents
        shall be made without duplication.

       

      Section
        1.4.  Rules
        of
        Construction.

       

      In
        this
        Indenture, unless the context otherwise requires:

       

      (i) the
        singular includes the plural and vice versa;

       

      (ii) reference
        to any Person includes such Person’s successors and assigns but, if applicable,
        only if such successors and assigns are permitted by this Indenture, and
        reference to any Person in a particular capacity only refers to such Person
        in
        such capacity;

       

      (iii) reference
        to any gender includes the other gender;

       

      (iv) reference
        to any Requirement of Law means such Requirement of Law as amended, modified,
        codified or reenacted, in whole or in part, and in effect from time to
        time;

       

      (v) “including”
        (and with correlative meaning “include”) means including without limiting the
        generality of any description preceding such term; and

       

      (vi) with
        respect to the determination of any period of time, “from” means “from and
        including” and “to” means “to but excluding”.

       

      ARTICLE
        2.

       

      THE
        NOTES

       

      Section
        2.1.  Designation
        and Terms of Notes.

       

      Each
        Series of Notes shall be substantially in the form specified in the applicable
        Supplement and shall bear, upon its face, the designation for such Series
        to
        which it belongs so selected by the Issuer. All Notes of any Series shall,
        except as specified in the related Supplement, be equally and ratably entitled
        as provided herein to the benefits hereof without preference, priority or
        distinction on account of the actual time or times of authentication and
        delivery, all in accordance with the terms and provisions of this Indenture
        and
        the applicable Supplement. Subject to the conditions contained herein and
        in the
        other Program Documents, the aggregate principal amount of Notes which may
        be
        authenticated and delivered under this Indenture is unlimited. Each Series
        of
        Notes shall have Distribution Dates on the 20th day of 

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      each
        month. The Notes shall be in denominations of $200,000 and integral multiples
        of
        $1,000 in excess thereof.

       

      Section
        2.2.  Notes
        Issuable in Series.

       

      The
        Notes
        may be issued in one or more Series. Each Series of Notes shall be created
        by a
        Supplement. Notes of a new Series may from time to time be executed by the
        Issuer and delivered to the Indenture Trustee for authentication and thereupon
        the same shall be authenticated and delivered by the Indenture Trustee upon
        the
        receipt by the Indenture Trustee of a Trust Request at least two (2) Business
        Days in advance of the related Series Closing Date and upon delivery by the
        Issuer to the Indenture Trustee, and receipt by the Indenture Trustee, of
        the
        following:

       

      (a) a
        Trust
        Order authorizing and directing the authentication and delivery of the Notes
        of
        such new Series by the Indenture Trustee and specifying the designation of
        such
        new Series, the aggregate principal amount of Notes of such new Series to
        be
        authenticated and the Note Rate (or the method for allocating interest payments
        or other cash flow) with respect to such new Series;

       

      (b) a
        Supplement in form satisfactory to the Indenture Trustee executed by the
        Issuer
        and the Indenture Trustee and specifying the Principal Terms of such new
        Series;

       

      (c) the
        related Enhancement Agreement, if any, executed by each of the parties thereto,
        other than the Indenture Trustee;

       

      (d) written
        confirmation that the Rating Agency Confirmation Condition, the Certificate
        Rating Agency Condition and the CP Rating Agency Condition shall have been
        satisfied with respect to such issuance;

       

      (e) an
        Officer’s Certificate of the Issuer dated as of the applicable Series Closing
        Date to the effect that (i) no Event of Default, Enhancement Agreement Event
        of
        Default, if applicable, Potential Event of Default, or Potential Enhancement
        Agreement Event of Default, is continuing or will occur as a result of the
        issuance of the new Series of Notes, (ii) the issuance of the new Series
        of
        Notes will not result in any breach of any of the terms, conditions or
        provisions of or constitute a default under any indenture, mortgage, deed
        of
        trust or other agreement or instrument to which the Issuer is a party or
        by
        which it or its property is bound or any order of any court or administrative
        agency entered in any suit, action or other judicial or administrative
        proceeding to which the Issuer is a party or by which it or its property
        may be
        bound or to which it or its property may be subject and (iii) all conditions
        precedent provided in this Base Indenture and the related Supplement with
        respect to the authentication and delivery of the new Series of Notes have
        been
        complied with;

       

      (f) unless
        otherwise specified in the related Supplement, an Opinion of Counsel, subject
        to
        the assumptions and qualifications stated therein, and in a form substantially
        acceptable to the Indenture Trustee, dated the applicable Series Closing
        Date,
        substantially to the effect that:

       

      
        
          
          

        

        
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      (i) (x)
        the
        new Series of Notes will be treated as indebtedness of the Issuer for Federal
        income tax purposes and, if applicable, (y) the issuance of such Series will
        not
        adversely affect the Federal income tax characterization of the outstanding
        Notes of any Series;

       

      (ii) all
        instruments furnished to the Indenture Trustee conform in all material respects
        to the requirements of this Base Indenture and the related Supplement and
        constitute all the documents required to be delivered hereunder and thereunder
        for the Indenture Trustee to authenticate and deliver the new Series of Notes,
        and all conditions precedent provided for in this Base Indenture and the
        related
        Supplement with respect to the authentication and delivery of the new Series
        of
        Notes have been complied with in all material respects;

       

      (iii) the
        Issuer is duly organized under the jurisdiction of its formation and has
        the
        power and authority to execute and deliver the related Supplement, this Base
        Indenture and each other Program Document to which it is a party and to issue
        the new Series of Notes;

       

      (iv) the
        related Supplement, this Base Indenture, and each of the other Program Documents
        to which the Issuer is a party have been duly authorized, executed and delivered
        by the Issuer,

       

      (v) the
        new
        Series of Notes has been duly authorized and executed and, when authenticated
        and delivered in accordance with the provisions of this Base Indenture and
        the
        related Supplement, will constitute valid, binding and enforceable obligations
        of the Issuer entitled to the benefits of this Base Indenture and the related
        Supplement, subject, in the case of enforcement, to bankruptcy, insolvency,
        reorganization, moratorium and other similar laws affecting creditors’ rights
        generally and to general principles of equity;

       

      (vi) this
        Base
        Indenture, the related Supplement and each of the other Program Documents
        to
        which the Issuer is a party are legal, valid and binding agreements of the
        Issuer enforceable in accordance with their respective terms, subject to
        bankruptcy, insolvency, reorganization, moratorium and other similar laws
        affecting creditors’ rights generally and to general principles of
        equity;

       

      (vii) the
        Issuer is not, and is not controlled by, an “investment company” within the
        meaning of, and is not required to register as an “investment company” under,
        the Investment Company Act, and this Base Indenture and the related Supplement
        are not required to be registered under the Trust Indenture Act;

       

      (viii) the
        offer
        and sale of the new Series of Notes is not required to be registered under
        the
        Securities Act;

       

      (ix) as
        to the
        new Series of Notes and any outstanding Series of Notes, the opinions of
        counsel
        relating to (A) the validity, perfection and priority of security interests,
        (B)
        the nature of the transfer of each of the Mortgage Loans as a “true sale” and
        not as a financing arrangement, (C) the analysis of substantive consolidation
        of
        the assets of the Issuer with the assets of Cendant Mortgage Corporation,
        PHH
        Corporation or any of their respective Subsidiaries in the event of the
        insolvency of Cendant Mortgage Corporation, PHH Corporation or any of their
        respective Subsidiaries, (D) there being no pending or threatened litigation
        which, if adversely determined, would materially and adversely affect the
        ability of the Issuer to perform its obligations under any of the Program
        Documents, and (E) the absence of any conflict with or violation of any court
        decree, injunction, writ or order applicable to the Issuer or any breach
        or
        default of any indenture, agreement or other instrument as a result of the
        issuance of such Series of Notes by the Issuer, as furnished by counsel retained
        by the Issuer in connection with the issuance of the initial Series of Notes,
        are reaffirmed in all respects; and

       

      
        
          
          

        

        
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      (x) such
        other matters as the Indenture Trustee may reasonably require;

       

      (g) evidence
        that each of parties to the Program Documents and each party to any Interest
        Rate Swap has covenanted and agreed that, prior to the date which is one
        year
        and one day after the payment in full of the latest maturing Note, it will
        not
        institute against, or join with any other Person in instituting, against
        the
        Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation
        proceedings, or other proceedings, under any Federal or state bankruptcy
        or
        similar law;

       

      (h) evidence
        of the grant by the Issuer to the Collateral Agent of a first priority security
        interest in and to the Collateral;

       

      (i) evidence
        that all filings (including filing of financing statements on form UCC-1)
        and
        recordings have been accomplished as may be required by law to establish,
        perfect, protect and preserve the rights, titles, interests, remedies, powers,
        privileges, licenses and security interest of the Collateral Agent in the
        Collateral for the benefit of the Secured Parties;

       

      (j) an
        Opinion of Counsel to the Issuer to the effect that such issuance and sale
        of
        such additional Series of Notes will not result in the withdrawal of, or
        modification of the conclusions of, any opinion delivered in connection with
        the
        issuance of any other outstanding Series of Notes, including any opinion
        that
        any outstanding Series of Notes will be treated as indebtedness of the Trust
        for
        federal income tax purposes;

       

      (k) an
        Opinion of Counsel to the Issuer to the effect that such issuance and sale
        of
        such additional Series of Notes will be treated as indebtedness of the Issuer
        for Federal income tax purposes;

       

      (l) written
        confirmation from each Rating Agency then rating any outstanding Commercial
        Paper, any outstanding series of Certificates, or any outstanding Series
        of
        Notes that the issuance of such new Series of Notes will not result in the
        reduction or withdrawal of its then-current ratings on any outstanding
        Commercial Paper, any outstanding series of Certificates or any outstanding
        Series of Notes;

       

      (m) any
        Depositary Incumbency Certificate furnished by the Trust from time to time;
        and

       

      
        
          
          

        

        
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      (n) such
        other documents, instruments, certifications, agreements or other items as
        the
        Indenture Trustee may reasonably require.

       

      Upon
        satisfaction of such conditions, the Indenture Trustee shall authenticate
        and
        deliver, as provided above, such Series of Notes upon execution thereof by
        the
        Issuer.

       

      Section
        2.3.  Supplement
        for Each Series

       

      In
        conjunction with the issuance of a new Series, the parties hereto shall execute
        a Supplement, which shall specify the relevant terms with respect to such
        new
        Series of Notes, which shall include, as applicable: (i) its name or
        designation, (ii) the aggregate principal amount of Notes of such Series,
        (iii)
        the Note Rate (or the method for calculating such Note Rate) with respect
        to
        such Series, (iv) the interest payment date or dates and the date or dates
        from
        which interest shall accrue, (v) the method of allocating Collections with
        respect to such Series and the method by which the principal amount of Notes
        of
        such Series shall amortize or accrete, (vi) the names of any accounts to
        be used
        by such Series and the terms governing the operation of any such account,
        (vii)
        the terms of any Enhancement, (viii) the Enhancement Provider, if any, (ix)
        whether the Notes may be issued in bearer form and any limitations imposed
        thereon, (x) whether the Notes will be issued in multiple classes and, if
        so,
        the method of allocating Collections among such classes, and (xi) any other
        relevant terms of such Series of Notes that do not (subject to Article
        12
        hereof)
        change the terms of any outstanding Series of Notes or otherwise materially
        conflict with in
        with
        the provisions of this Indenture and that do not prevent the satisfaction
        of the
        Rating Agency Confirmation Condition with respect to the issuance of such
        new
        Series (all such terms, the “Principal
        Terms”
of
        such
        Series).

       

      Section
        2.4.  Execution
        and Authentication

       

      (a) An
        Authorized Officer shall sign the Notes for the Issuer by manual or facsimile
        signature. If an Authorized Officer whose signature is on a Note no longer
        holds
        that office at the time the Note is authenticated, the Note shall nevertheless
        be valid.

       

      (b) At
        any
        time and from time to time after the execution and delivery of this Indenture,
        the Issuer may deliver Notes of any particular Series executed by the Issuer
        to
        the Indenture Trustee for authentication, together with one or more Trust
        Orders
        for the authentication and delivery of such Notes, and the Indenture Trustee,
        in
        accordance with such Trust Order and this Indenture, shall authenticate and
        deliver such Notes.

       

      (c) No
        Note
        shall be entitled to any benefit under this Indenture or be valid for any
        purpose unless there appears on such Note a certificate of authentication
        substantially in the form provided for herein, duly executed by the Indenture
        Trustee by the manual signature of an authorized signatory (and the Luxembourg
        agent (the “Luxembourg
        Agent”),
        if
        such Notes are listed on the Luxembourg Stock Exchange). Such signatures
        on such
        certificate shall be conclusive evidence, and the only evidence, that the
        Note
        has been duly authenticated under this Indenture. The Indenture Trustee may
        appoint an authenticating agent acceptable to the Issuer to authenticate
        Notes.
        Unless limited by the term of such appointment, an authenticating agent may
        authenticate Notes whenever the Indenture Trustee may do so. Each reference
        in
        this Indenture to authentication by the Indenture Trustee includes
        authentication by such agent. An 

       

      
        
          
          

        

        
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      authenticating
        agent has the same rights as an agent to deal with the Issuer or an Affiliate
        of
        the Issuer. The Indenture Trustee’s certificate of authentication shall be in
        substantially the following form:

       

      This
        is
        one of the Notes of a series referred to in the within mentioned
        Indenture.

       

      
        	
                THE
                  BANK OF NEW YORK,

              
	
                as
                  Indenture Trustee

                 

              
	
                By:

              	 
	
                Authorized
                  Signatory

                 

              


      

      (d) Each
        Note
        shall be dated and issued as of the date of its authentication by the Indenture
        Trustee.

       

      (e) Notwithstanding
        the foregoing, if any Note shall have been authenticated and delivered hereunder
        but never issued and sold by the Issuer, and the Issuer shall deliver such
        Note
        to the Indenture Trustee for cancellation as provided in Section
        2.14
        together
        with a written statement (which need not comply with Section
        13.3
        and need
        not be accompanied by an Opinion of Counsel) stating that such Note has never
        been issued and sold by the Issuer, for all purposes of this Indenture such
        Note
        shall be deemed never to have been authenticated and delivered hereunder
        and
        shall not be entitled to the benefits of this Indenture.

       

      Section
        2.5.  Form
        of
        Notes; Book Entry Provisions; Title

       

      (a) Restricted
        Global Note.
        Any
        Series of Notes (other than Variable Funding Notes), or any class of such
        Series
        to be sold in the United States to qualified institutional buyers within
        the
        meaning of, and in reliance on, Rule 144A under the Securities Act
        (“Rule
        144A”)
        in
        reliance on an exemption from the registration requirements of the Securities
        Act will be issued in registered form, and prior to any such sale, each such
        purchaser shall be deemed to have represented and agreed as
        follows:

       

      (1) It
        is a
        qualified institutional buyer as defined in Rule 144A and is acquiring the
        Notes
        for its own institutional account or for the account of a qualified
        institutional buyer;

       

      (2) It
        understands that the Notes purchased by it will be offered, and may be
        transferred, only in a transaction not involving any public offering within
        the
        meaning of the Securities Act, and that, if in the future it decides to resell,
        pledge or otherwise transfer any Notes, such Notes may be resold, pledged
        or
        transferred only (a) to a person who the seller reasonably believes is a
        qualified institutional buyer (as defined in Rule 144A under the Securities
        Act)
        that purchases for its own account or for the account of a qualified
        institutional buyer to whom notice is given that the resale, pledge or transfer
        is being made in reliance on Rule 144A, (b) outside the United States to
        a
        non-U.S. Person (as such term is defined in Regulation S of the Securities
        Act)
        in a transaction in compliance with Regulation S of the Securities Act, (c)
        pursuant to an effective registration statement under the Securities Act
        or (d)
        in reliance on another 

       

      
        
          
          

        

        
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      exemption
        under the Securities Act, in each case in accordance with any applicable
        securities laws of any state of the United States;

       

      (3) It
        understands that the Notes will bear a legend substantially as set forth
        in
Section
        2.10;

       

      (4) Either
        (i) no part of the assets used by it to acquire the Notes constitutes assets
        of
        any Benefit Plan, or (ii) assuming that the Notes are treated as indebtedness
        without substantial equity features for purposes of the “plan asset” regulations
        under ERISA, its purchase of the Notes will not constitute a non-exempt
“prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code
        by reason of the application of one or more statutory or administrative
        exemptions from such prohibited transaction rules or otherwise; and

       

      (5) It
        acknowledges that the Indenture Trustee, the Issuer, each initial purchaser
        for
        such Series of Notes, and their affiliates, and others will rely upon the
        truth
        and accuracy of the foregoing acknowledgments, representations and agreements.
        If it is acquiring any Notes for the account of one or more qualified
        institutional buyers, it represents that it has sole investment discretion
        with
        respect to each such account and that it has full power to make the foregoing
        acknowledgments, representations and agreements on behalf of each such
        account.

       

      In
        addition, such purchaser shall be responsible for providing additional
        information or certification, as shall be reasonably requested by the Issuer
        or
        any initial purchaser for such Series of Notes, to support the truth and
        accuracy of the foregoing acknowledgments, representations and agreements,
        it
        being understood that such additional information is not intended to create
        additional restrictions on the transfer of the Notes. Such Series of Notes
        (other than the Variable Funding Note) shall be issued in the form of and
        represented by one or more permanent global Notes in fully registered form
        without interest coupons (each, a “Restricted
        Global Note”),
        substantially in the form set forth in the applicable Supplement, with such
        legends as may be applicable thereto, which shall be deposited on behalf
        of the
        subscribers for the Notes represented thereby with a custodian for DTC, and
        registered in the name of DTC or a nominee of DTC, duly executed by the Issuer
        and authenticated by the Indenture Trustee as provided in Section
        2.4
        for
        credit to the accounts of the subscribers at DTC. The aggregate initial
        principal amount of a Restricted Global Note may from time to time be increased
        or decreased by adjustments made on the records of the custodian for DTC,
        DTC or
        its nominee, as the case may be, as hereinafter provided.

       

      (b) Temporary
        Global Note: Permanent Global Note.
        Any
        Series of Notes (other than Variable Funding Notes), or any class of such
        Series, offered and sold outside of the United States will be offered and
        sold
        in reliance on Regulation S (“Regulation
        S”)
        under
        the Securities Act and shall initially be issued in the form of one or more
        temporary global Notes (each, a “Temporary
        Global Note”)
        in
        fully registered form without interest coupons substantially in the form
        set
        forth in the applicable Supplement with such legends as may be applicable
        thereto, registered in the name of DTC or a nominee of DTC, duly executed
        by the
        Issuer and authenticated by the Indenture Trustee as provided in Section
        2.4,
        for
        credit to the subscribers’ accounts at Morgan Guaranty Trust Company of New
        York, Brussels Office, as 

       

      
        
          
          

        

        
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      operator
        of Euroclear or Cedel. Interests in a Temporary Global Note will be
        exchangeable, in whole or in part, for interests in a permanent global note
        (a
“Permanent
        Global Note”)
        in
        fully registered form without interest coupons, representing Notes of the
        same
        Series, substantially in the form set forth in the applicable Supplement,
        in
        accordance with the provisions of the Temporary Global Note and this Indenture.
        Until the Exchange Date, interests in a Temporary Global Note may only be
        held
        by the agent members of Euroclear and Cedel. The aggregate initial principal
        amount of the Temporary Global Note may from time to time be increased or
        decreased by adjustments made on the records of the custodian for DTC, DTC
        or
        its nominee, as the case may be, as hereinafter provided.

       

      (c) Variable
        Funding Note.
        Any
        Series of Variable Funding Notes shall initially be sold to investors in
        reliance on an exemption from the registration requirements of the Securities
        Act. Such Series of Notes shall be issued in the form of one or more Variable
        Funding Notes (each, a “Variable
        Funding Note”)
        in
        fully registered form without interest coupons substantially in the form
        set
        forth in the applicable Supplement with such legends as may be applicable
        thereto, duly executed by the Issuer and authenticated by the Indenture Trustee
        as provided in Section
        2.4.
        The
        aggregate initial principal amount of a Variable Funding Note may from time
        to
        time be increased or decreased in accordance with the applicable Supplement
        by
        adjustments made on the records of the Note Register.

       

      Section
        2.6.  Registrar
        and Paving Agent

       

      (a) The
        Issuer shall (i) maintain an office or agency where Notes may be presented
        for
        registration of transfer or for exchange (“Registrar”)
        and
        (ii) appoint a paying agent (which shall satisfy the eligibility criteria
        set
        forth in Section
        10.8(a))
        (“Paying
        Agent”)
        at
        whose office or agency Notes may be presented for payment. The Registrar
        shall
        keep a register of the Notes and of their transfer and exchange (the
“Note
        Register”).
        The
        Issuer may appoint one or more co-registrars and one or more additional paying
        agents. The term “Paying Agent” includes any additional paying agent and the
        term “Registrar” includes any co-registrars. The Issuer may change any Paying
        Agent or Registrar without prior notice to any Noteholder. The Issuer shall
        notify the Indenture Trustee in writing of the name and address of any agent
        not
        a party to this Indenture. The Indenture Trustee is hereby initially appointed
        as the Registrar, Paying Agent and agent for service of notices and demands
        in
        connection with the Notes.

       

      (b) The
        Issuer shall enter into an appropriate agency agreement with any agent not
        a
        party to this Indenture. Such agency agreement shall implement the provisions
        of
        this Indenture that relate to such agent. The Issuer shall notify the Indenture
        Trustee in writing of the name and address of any such agent. If the Issuer
        fails to maintain a Registrar or Paying Agent and a Trust Officer has actual
        knowledge of such failure, or if the Issuer fails to give the foregoing notice,
        the Indenture Trustee shall act as such, and shall be entitled to appropriate
        compensation in accordance with this Indenture, until the Issuer shall appoint
        a
        replacement Registrar and Paying Agent.

       

      Section
        2.7.  Paying
        Agent to Hold Money in Trust

       

      (a) The
        Issuer will cause each Paying Agent other than the Indenture Trustee to execute
        and deliver to the Indenture Trustee an instrument in which such Paying Agent
        shall 

       

      
        
          
          

        

        
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      agree
        with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent,
        it hereby so agrees), subject to the provisions of this Section, that such
        Paying Agent will:

       

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

       

      (ii) give
        the
        Indenture Trustee notice of any default by the Issuer (or any other obligor
        under the Notes) of which it (or, in the case of the Indenture Trustee, a
        Trust
        Officer) has actual knowledge in the making of any payment required to be
        made
        with respect to the Notes;

       

      (iii) at
        any
        time during the continuance of any such default, upon the written request
        of the
        Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
        in
        trust by such Paying Agent;

       

      (iv) immediately
        resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
        held by it in trust for the payment of Notes if at any time it ceases to
        meet
        the standards required to be met by an Indenture Trustee hereunder at the
        time
        of its appointment; and

       

      (v) comply
        with all requirements of the Code with respect to the withholding from any
        payments made by it on any Notes of any applicable withholding taxes imposed
        thereon and with respect to any applicable reporting requirements in connection
        therewith.

       

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

       

      (c) Subject
        to applicable laws with respect to escheat of funds, any money held by the
        Indenture Trustee or any Paying Agent in trust for the payment of any amount
        due
        with respect to any Note and remaining unclaimed for two years after such
        amount
        has become due and payable shall be discharged from such trust and be paid
        to
        the Issuer on Trust Request; and the Holder of such Note shall thereafter,
        as an
        unsecured general creditor, look only to the Issuer for payment thereof (but
        only to the extent of the amounts so paid to the Issuer), and all liability
        of
        the Indenture Trustee or such Paying Agent with respect to such trust money
        shall thereupon cease; provided,
        however,
        that
        the Indenture Trustee or such Paying Agent, before being required to make
        any
        such repayment, may at the expense of the Issuer cause to be published once,
        in
        a newspaper published in the English language, customarily published on each
        Business Day and of general circulation in New York City, and London and
        Luxembourg (if the related Series of Notes has been listed on the Luxembourg
        Stock Exchange), if applicable, notice that such money remains unclaimed
        and
        that, after a date specified therein, which shall not 

       

      
        
          
          

        

        
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      be
        less
        than 30 days from the date of such publication, any unclaimed balance of
        such
        money then remaining will be repaid to the Issuer.

       

      Section
        2.8.  Noteholder
        List

       

      The
        Indenture Trustee shall preserve in as current a form as is reasonably
        practicable the most recent list available to it of the names and addresses
        of
        Noteholders of each Series of Notes. If the Indenture Trustee is not the
        Registrar, the Issuer shall furnish to the Indenture Trustee at least seven
        Business Days before each Distribution Date and at such other time as the
        Indenture Trustee may request in writing, a list in such form and as of such
        date as the Indenture Trustee may reasonably require of the names and addresses
        of Noteholders of each Series of Notes.

       

      Section
        2.9.  Transfer
        and Exchange

       

      (a) When
        Notes of any particular Series are presented to the Registrar or a co-registrar
        with a request to register a transfer or to exchange them for an equal principal
        amount of Notes of other authorized denominations of the same Series, the
        Registrar shall register the transfer or make the exchange if its requirements
        for such transaction are met; provided,
        however,
        that
        the Notes surrendered for transfer or exchange (a) shall be duly endorsed
        or
        accompanied by a written instrument of transfer in form satisfactory to the
        Issuer and the Registrar, duly executed by the holder thereof or its attorney,
        duly authorized in writing and (b) shall be transferred or exchanged in
        compliance with the following provisions:

       

      (i) Transfer
        of Restricted Global Notes.

       

      (a) if
        such
        Note is being acquired for the account of such Holder, without transfer,
        a
        certification from such Holder to that effect (in substantially the form
        of
Exhibit
        A-1,
        hereto); or

       

      (b) if
        such
        Note is being transferred to a qualified institutional buyer (as defined
        in Rule
        144A) in accordance with Rule 144A, (i) a certification to that effect (in
        substantially the form of Exhibit
        A-1
        hereto)
        and (ii) each such transferee of such Note shall be deemed to have represented
        and agreed as follows:

       

      (A) It
        is a
        qualified institutional buyer as defined in Rule 144A and is acquiring the
        Notes
        for its own institutional account or for the account of a qualified
        institutional buyer;

       

      (B) It
        understands that the Notes purchased by it will be offered, and may be
        transferred, only in a transaction not involving any public offering within
        the
        meaning of the Securities Act, and that, if in the future it decides to resell,
        pledge or otherwise transfer any Notes, such Notes may be resold, pledged
        or
        transferred only (a) to a person who the seller reasonably believes is a
        qualified institutional buyer (as defined in Rule 144A under the Securities
        Act)
        that purchases for it own account or for the account of a qualified
        institutional buyer to whom notice is given that the resale, pledge or transfer
        is being made in reliance on Rule 144A, (b) outside the United States to
        a
        non-U.S. 

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      Person
        (as such term is defined in Regulation S of the Securities Act) in a transaction
        in compliance with Regulation S of the Securities Act, (c) pursuant to an
        effective registration statement under the Securities Act or (d) in reliance
        on
        another exemption under the Securities Act, in each case in accordance with
        any
        applicable securities laws of any state of the United States;

       

      (C) It
        understands that the Notes will bear a legend substantially as set forth
        in
Section
        2.10;
        and

       

      (D) It
        acknowledges that the Indenture Trustee, the Issuer, each initial purchaser
        for
        such Series of Notes, and their affiliates, and others will rely upon the
        truth
        and accuracy of the foregoing acknowledgments, representations and agreements.
        If it is acquiring any Notes for the account of one or more qualified
        institutional buyers, it represents that it has sole investment discretion
        with
        respect to each such account and that it has full power to make the foregoing
        acknowledgments, representations and agreements on behalf of each such
        account.

       

      In
        addition, such transferee shall be responsible for providing additional
        information or certification, as shall be reasonably requested by the Issuer
        or
        any initial purchaser for such Series of Notes, to support the truth and
        accuracy of the foregoing acknowledgments, representations and agreements,
        it
        being understood that such additional information is not intended to create
        additional restrictions on the transfer of the Notes; or

       

      (c) if
        such
        Note is being transferred pursuant to an exemption from registration in
        accordance with Regulation S, (i) a certification to that effect (in
        substantially the form of Exhibit
        A-1
        hereto)
        and (ii) each such transferee of such Note shall be deemed to have represented
        and agreed as follows:

       

      (A) It
        is
        aware that the sale to it of the Notes is being made in reliance on the
        exemption from registration provided by Regulation S and understands that
        the
        Notes offered in reliance on Regulation S will be represented by, initially,
        one
        or more Temporary Global Notes. The Notes so represented may not at any time
        be
        held by or on behalf of U.S. Persons as defined in Regulation S under the
        Securities Act. It and each beneficial owner of the Notes sold to it will
        not be
        a U.S. Person as defined in Regulation S under the Securities Act and its
        purchase of the Notes will comply with all applicable laws in any jurisdiction
        in which it resides or is located;

       

      (B) It
        understands that the Notes purchased by it will be offered, and may be
        transferred, only in a transaction not involving any public offering within
        the
        meaning of the Securities Act, and that, if in the future it decides to resell,
        pledge or otherwise transfer any Notes, such Notes may be resold, pledged
        or
        transferred only (a) to a person who the seller reasonably believes is a
        qualified institutional buyer (as defined in Rule 144A under the Securities
        Act)
        that purchases for it own account or for the account of a qualified
        institutional buyer to whom notice is given that the resale, pledge or transfer
        is 

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      being
        made in reliance on Rule 144A, (b) outside the United States to a non-U.S.
        Person (as such term is defined in Regulation S of the Securities Act) in
        a
        transaction in compliance with Regulation S of the Securities Act, (c) pursuant
        to an effective registration statement under the Securities Act or (d) in
        reliance on another exemption under the Securities Act, in each case in
        accordance with any applicable securities laws of any state of the United
        States;

       

      (C) It
        understands that the Notes will bear a legend substantially as set forth
        in
Section
        2.10;
        and

       

      (D) It
        acknowledges that the Indenture Trustee, the Issuer, each initial purchaser
        for
        such Series of Notes, and their affiliates, and others will rely upon the
        truth
        and accuracy of the foregoing acknowledgments, representations and agreements.
        If it is acquiring any Notes for the account of one or more qualified
        institutional buyers, it represents that it has sole investment discretion
        with
        respect to each such account and that it has full power to make the foregoing
        acknowledgments, representations and agreements on behalf of each such
        account.

       

      In
        addition, such transferee shall be responsible for providing additional
        information or certification, as shall be reasonably requested by the Issuer
        or
        any initial purchaser for such Series of Notes, to support the truth and
        accuracy of the foregoing acknowledgments, representations and agreements,
        it
        being understood that such additional information is not intended to create
        additional restrictions on the transfer of the Notes; or

       

      (d) if
        such
        Note is being transferred in reliance on another exemption from the registration
        requirements of the Securities Act, (i) a certification to that effect (in
        substantially the form of Exhibit
        A-1
        hereto),
        and (ii) an opinion of counsel in form and substance acceptable to the and
        to
        the Registrar to the effect that such transfer is in compliance with the
        Securities Act.

       

      (ii) Temporary
        Global Note to Permanent Global Note.
        Interests in a Temporary Global Note as to which the Indenture Trustee has
        received from Euroclear or Cedel, as the case may be, a certificate
        substantially in the form of Exhibit
        B
        to the
        effect that Euroclear or Cedel, as applicable, has received a certificate
        substantially in the form of Exhibit
        C
        from the
        holder of a beneficial interest in such Note, will be exchanged, on and after
        the 40th day after the completion of the distribution of the relevant Series
        (the “Exchange
        Date”),
        for
        interests in a Permanent Global Note. To effect such exchange the Issuer
        shall
        execute and the Indenture Trustee shall authenticate and hold as custodian
        for
        the Clearing Agency, for the account of Euroclear or Cedel, as applicable,
        for
        credit to the respective accounts of the holders of Notes, a duly executed
        and
        authenticated Permanent Global Note, representing the principal amount of
        interests in the Temporary Global Note initially exchanged for interests
        in the
        Permanent Global 

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

      Note.
        The
        delivery to the Indenture Trustee by Euroclear or Cedel of the certificate
        or
        certificates referred to above may be relied upon by the Issuer and the
        Indenture Trustee as conclusive evidence that the certificate or certificates
        referred to therein has or have been delivered to Euroclear or Cedel pursuant
        to
        the terms of this Indenture and the Temporary Global Note. Upon any exchange
        of
        interests in a Temporary Global Note for interests in a Permanent Global
        Note,
        the Indenture Trustee shall endorse the Temporary Global Note to reflect
        the
        reduction in the principal amount represented thereby by the amount so exchanged
        and shall endorse the Permanent Global Note to reflect the corresponding
        increase in the amount represented thereby. The Temporary Global Note or
        the
        Permanent Global Note shall also be endorsed upon any cancellation of principal
        amounts upon surrender of Notes purchased by the Issuer or any of its respective
        subsidiaries or affiliates or upon any repayment of the principal amount
        represented thereby or any payment of interest in respect of such
        Notes.

       

      (iii) Restricted
        Global Note to Temporary Global Note During the Restricted
        Period.
        If,
        prior to the Exchange Date, a holder of a beneficial interest in the Restricted
        Global Note registered in the name of DTC or its nominee wishes at any time
        to
        exchange its interest in such Restricted Global Note for an interest in the
        Temporary Global Note, such holder may, subject to the rules and procedures
        of
        DTC, exchange or cause the exchange or transfer of such interest for an
        equivalent beneficial interest in the Temporary Global Note. Upon receipt
        by the
        Indenture Trustee as Transfer Agent (“Transfer
        Agent”)
        of (1)
        instructions given in accordance with DTC’s procedures from an agent member
        directing the Indenture Trustee as Transfer Agent to credit or cause to be
        credited a beneficial interest in the Temporary Global Note in an amount
        equal
        to the beneficial interest in the Restricted Global Note to be exchanged
        or
        transferred, and (2) a written order given in accordance with DTC’s procedures
        containing information regarding the Euroclear or Cedel account to be credited
        with such increase and the name of such account, DTC shall reduce the Restricted
        Global Note by the aggregate principal amount of the beneficial interest
        in the
        Restricted Global Note to be so exchanged or transferred and DTC shall,
        concurrently with such reduction, increase the principal amount of the Temporary
        Global Note by the aggregate principal amount of the beneficial interest
        in the
        Restricted Global Note to be so exchanged or transferred, and to credit or
        cause
        to be credited to the account of the person specified in such instructions
        (who
        shall be the agent member of Euroclear or Cedel, or both, as the case may
        be) a
        beneficial interest in the Temporary Global Note equal to the reduction in
        the
        principal amount of the Restricted Global Note. In connection with any transfer
        pursuant to this Section (iii), each such transferor of such Restricted Global
        Note shall be deemed to have represented and agreed that such exchange or
        transfer has been effected in accordance with the transfer restrictions set
        forth in the related Series of Notes and pursuant to and in accordance with
        Regulation S under the Securities Act, and that:

       

      (1) the
        offer
        of the Notes was not made to a person in the United States;

       

      (2) 1. at
        the
        time the buy order was originated, the transferee was outside the United
        States
        or the transferor and any person acting on its behalf reasonably believed
        that
        the transferee was outside the United States, or

       

      (B) the
        transaction was executed in, on or through the facilities of a designated
        offshore securities market and neither the transferor nor any 

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

      person
        acting on its behalf knows that the transaction was prearranged with a buyer
        in
        the United States;

       

      (3) no
        directed selling efforts have been made in contravention of the requirements
        of
        Rule 903(b) or 904(b) of Regulation S, as applicable;

       

      (4) the
        transaction is not part of a plan or scheme to evade the registration
        requirements of the Securities Act; and

       

      (5) upon
        completion of the transaction, the beneficial interest being transferred
        as
        described above was held with DTC through Euroclear or Cedel or
        both.

       

      (iv) Restricted
        Global Note to Permanent Global Note After the Exchange Date.
        If,
        after the Exchange Date, a holder of a beneficial interest in the Restricted
        Global Note registered in the name of DTC or its nominee wishes at any time
        to
        exchange its interest in such Restricted Global Note for an interest in the
        Permanent Global Note, or to transfer its interest in such Restricted Global
        Note to a Person who wishes to take delivery thereof in the form of an interest
        in the Permanent Global Note, such holder may, subject to the rules and
        procedures of DTC, exchange or cause the exchange or transfer of such interest
        for an equivalent beneficial interest in the Permanent Global Note. Upon
        receipt
        by the Transfer Agent of (1) instructions given in accordance with DTC’s
        procedures from an agent member directing the Indenture Trustee to credit
        or
        cause to be credited a beneficial interest in the Permanent Global Note in
        an
        amount equal to the beneficial interest in the Restricted Global Note to
        be
        exchanged or transferred, and (2) a written order given in accordance with
        DTC’s
        procedures containing information regarding the participant account of DTC
        and,
        in the case of a transfer pursuant to and in accordance with Regulation S,
        the
        Euroclear or Cedel account to be credited with such increase, DTC shall reduce
        the Restricted Global Note by the aggregate principal amount of the beneficial
        interest in the Restricted Global Note to be so exchanged or transferred
        and the
        Transfer Agent shall instruct DTC, concurrently with such reduction, to increase
        the principal amount of the Permanent Global Note by the aggregate principal
        amount of the beneficial interest in the Restricted Global Note to be so
        exchanged or transferred, and to credit or cause to be credited to the account
        of the person specified in such instructions a beneficial interest in the
        Permanent Global Note equal to the reduction in the principal amount of the
        Restricted Global Note. In connection with any transfer pursuant to this
        Section
        (iv), each such transferor of such Restricted Global Note shall be deemed
        to
        have represented and agreed that such exchange or transfer has been effected
        in
        accordance with the transfer restrictions set forth in the related Series
        of
        Notes and pursuant to and in accordance with Regulation S under the Securities
        Act, and that:

       

      (1) the
        offer
        of the Notes was not made to a person in the United States;

       

      (2) 2. at
        the
        time the buy order was originated, the transferee was outside the United
        States
        or the transferor and any person acting on its behalf reasonably believed
        that
        the transferee was outside the United States, or

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

      (B) the
        transaction was executed in, on or through the facilities of a designated
        offshore securities market and neither the transferor nor any person acting
        on
        its behalf knows that the transaction was prearranged with a buyer in the
        United
        States;

       

      (3) no
        directed selling efforts have been made in contravention of the requirements
        of
        Rule 903(b) or 904(b ) of Regulation S, as applicable, and

       

      (4) the
        transaction is not part of a plan or scheme to evade the registration
        requirements of the Securities Act;

       

      or
        (ii)
        that, with respect to transfers made in reliance on Rule 144A under the
        Securities Act, the Restricted Global Notes are being transferred in a
        transaction permitted by Rule 144A under the Securities Act.

       

      (v) Temporary
        Global Note to Restricted Global Note.
        If a
        holder of a beneficial interest in the Temporary Global Note registered in
        the
        name of DTC or its nominee wishes at any time to exchange its interest in
        such
        Temporary Global Note for an interest in the Restricted Global Note, or to
        transfer its interest in such Temporary Global Note to a Person who wishes
        to
        take delivery thereof in the form of an interest in the Restricted Global
        Note,
        such holder may, subject to the rules and procedures of Euroclear or Cedel
        and
        DTC, as the case may be, exchange or cause the exchange or transfer of such
        interest for an equivalent beneficial interest in the Restricted Global Note.
        Upon receipt by the Transfer Agent of instructions from Euroclear or Cede!
        or
        DTC, as the case may be, directing the Indenture Trustee to credit or cause
        to
        be credited a beneficial interest in the Restricted Global Note equal to
        the
        beneficial interest in the Temporary Global Note to be exchanged or transferred,
        such instructions to contain information regarding the agent member’s account
        with DTC to be credited with such increase, and, with respect to an exchange
        or
        transfer of an interest in the Temporary Global Note after the Exchange Date,
        information regarding the agent member’s account with DTC to be debited with
        such decrease, DTC shall reduce the Temporary Global Note by the aggregate
        principal amount of the beneficial interest in the Temporary Global Note
        to be
        exchanged or transferred, and DTC shall, concurrently with such reduction,
        increase the principal amount of the Restricted Global Note by the aggregate
        principal amount of the beneficial interest in the Temporary Global Note
        to be
        so exchanged or transferred, and credit or cause to be credited to the account
        of the applicable Person a beneficial interest in the Restricted Global Note
        equal to the reduction in the principal amount of the Temporary Global Note.
        In
        connection with any transfer pursuant to this Section (v), each such transferor
        of such Temporary Global Note shall be deemed to have represented and agreed
        that such Temporary Global Notes are being transferred in accordance with
        Rule
        144A under the United States Securities Act of 1933, as amended (the
“Securities
        Act”)
        to a
        transferee that the transferor reasonably believes is purchasing such Notes
        for
        its own account or an account with respect to which the transferee exercises
        sole investment discretion and the transferee and any such account is a
“qualified institutional buyer” within the meaning of Rule 144A, in each case in
        a transaction meeting the requirements of Rule 144A and in accordance with
        any
        applicable securities laws of any state of the United States or any other
        jurisdiction.

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

      (vi) Permanent
        Global Note to Restricted Global Note.
        Interests in the Permanent Global Note may not be transferred for interests
        in
        the Restricted Global Note.

       

      (vii) So
        long
        as a Definitive Note remains outstanding, transfers and exchanges of a
        Definitive Note, in whole or in part, shall only be made in accordance with
        this
Section
        2.9.

       

      (A) Definitive
        Note to Permanent Global Note.
        If a
        holder of a beneficial interest in a Definitive Note wishes at any time to
        exchange its interest in such Note for an interest in a Permanent Global
        Note,
        or to transfer its interest in such Definitive Note to a Person who wishes
        to
        take delivery thereof in the form of an interest in a Permanent Global Note,
        such holder may exchange or transfer or cause the exchange or transfer of
        such
        interest for an equivalent beneficial interest in a Permanent Global Note.
        Definitive Notes may be exchanged or transferred for beneficial interests
        in
        Permanent Global Notes in minimum denominations of $200,000 and integral
        multiples of $1,000 in excess thereof. Upon receipt by the Trustee as Note
        Registrar, of (A) such Definitive Notes properly endorsed for such transfer
        and
        written instructions from such holder directing the Trustee, as Note Registrar
        to cause to be credited a beneficial interest in a Permanent Global Note
        in an
        amount equal to the beneficial interest in the Definitive Notes but not less
        than the minimum denomination applicable to such holder’s Notes held through a
        Permanent Global Note, to be exchanged or transferred, (B) a written order
        containing information regarding the Euroclear or Cedel account to be credited
        with such increase and (C) a certificate in the form of Exhibit A-6 attached
        hereto given by the holder of such beneficial interest stating that the exchange
        or transfer of such interest has been made in compliance with the transfer
        restrictions applicable to the Global Securities, including that the holder
        or
        the transferee, as applicable, is not a U.S. Person and pursuant to and in
        accordance with Regulation S, the Trustee, as Note Registrar, shall cancel
        such
        Definitive Notes in accordance with Section
        2.14,
        record
        the transfer in the Note Register in accordance with Section
        2.9(a)
        and
        instruct the Depository to increase the principal amount of the Global Note
        by
        the aggregate principal amount of the beneficial interest in the Definitive
        Notes to be exchanged or transferred, and to credit or cause to be credited
        to
        the securities account of the Person specified in such instructions a beneficial
        interest in the Regulation S Global Security equal to the amount specified
        in
        the instructions received pursuant to clause (A) above.

       

      (B) Definitive
        Note to Restricted Global Note.
        If a
        holder of a beneficial interest in a Definitive Note wishes at any time to
        exchange its interest in such Definitive Note for an interest in a Restricted
        Global Note, or to transfer its interest in such Definitive Note to a Person
        who
        wishes to take delivery thereof in the form of an interest in a Restricted
        Global Note, such holder may exchange or transfer or cause the exchange or
        transfer of such interest for an equivalent beneficial interest in a Restricted
        Global Note. Definitive Notes may be exchanged or transferred for beneficial
        interests in Restricted Global Note only in minimum denominations of $200,000
        and integral multiples in excess of $1,000. Upon receipt by the Trustee,
        as Note
        Registrar, of (A) such holder’s Definitive

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

      Notes
        properly endorsed for such transfer and written instructions from such holder
        directing the Trustee, as Note Registrar, to cause to be credited a beneficial
        interest in a Restricted Global Note in an amount equal to the beneficial
        interest in the Definitive Notes, but not less than the minimum denomination
        applicable to such holder’s Notes held through a Restricted Global Note, to be
        exchanged or transferred, such instructions to contain information regarding
        the
        participant account with the Depository to be credited with such increase,
        and
        (B) a certificate in the form of Exhibit A-7 attached hereto given by the
        holder
        of such beneficial interest and stating, among other things, that, in the
        case
        of a transfer, such holder reasonably believes that the Person acquiring
        such
        interest in a Restricted Global Note is a qualified institutional buyer within
        the meaning of Rule 144A, is obtaining such beneficial interest in a transaction
        meeting the requirements of Rule 144A and in accordance with any applicable
        securities laws of any state of the United States or any other jurisdiction
        or
        that, in the case of an exchange, the holder is a qualified institutional
        buyer
        within the meaning of Rule 144A, then the Trustee, as Note Registrar, shall
        cancel such Definitive Notes in accordance with Section
        2.14
        and
        instruct the Depository to credit or cause to be credited to the securities
        account of the Person specified in such instructions a beneficial interest
        in a
        Restricted Global Note equal to the amount specified in the instructions
        received pursuant to clause (A) above.

       

      (C) Transfer
        of Definitive Notes.
        If a
        holder of a beneficial interest in a Definitive Note wishes at any time to
        transfer its interest in such Definitive Note to a Person who wishes to take
        delivery thereof, such holder may transfer or cause the transfer of such
        interest for an equivalent beneficial interest in one Definitive Note, as
        provided below. Upon receipt by the Issuer and the Trustee, as Note Registrar,
        of (A) such holder’s Definitive Note properly endorsed for assignment to the
        transferee, (B) a certificate in the form of Exhibit A-8, attached hereto
        given
        by the transferee of such beneficial interest and (C) if such certificate
        does
        not include a certification that the transferee is a qualified institutional
        buyer or a non-U.S. Person, either (i) a certification of the transferor
        that
        the transfer is being made pursuant to Rule 144 under the Securities Act
        or (ii)
        an opinion of counsel acceptable to the Trustee that such transfer may be
        made
        pursuant to an exemption from registration under the Securities Act, then
        the
        Trustee, as Note Registrar, shall cancel such Definitive Note in accordance
        with
Section
        2.14,
        record
        the transfer in the Note Register in accordance with Section
        2.5(a)
        and
        authenticate and deliver one or more Definitive Notes bearing the same
        designation as the Definitive Notes endorsed for transfer, registered in
        the
        names specified in the assignment described in clause (A) above, in a principal
        amount to the beneficial interest in the Definitive Note surrendered by the
        transferor. Any purported transfer in violation of the foregoing requirements
        shall be null and void ab initio, and the Trustee shall not register any
        such
        purported transfer and shall not authenticate and deliver such Definitive
        Notes.

       

      (viii) Transfers
        of Variable Funding Notes.
        The
        Variable Funding Notes shall not be transferable except in the limited
        circumstances, if any, described in the applicable Supplement; provided,
        however,
        that
        the Variable Funding Note may be 

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

      pledged
        as security (and transferred) in accordance with the terms of the applicable
        Supplement.

       

      (ix) Other
        Transfers or Exchanges.
        In the
        event that a Global Note is exchanged for Notes in definitive registered
        form
        without interest coupons, pursuant to Section
        2.18
        hereof,
        such Notes may be exchanged or transferred for one another only in accordance
        with such procedures as are substantially consistent with the provisions
        of
clauses
        (i)
        through
(iv)
        above
        (including the certification requirements intended to insure that such exchanges
        or transfers comply with Rule 144A or Regulation S, as the case may be) and
        as
        may be from time to time adopted by the Issuer and the Indenture
        Trustee.

       

      (b) The
        Indenture Trustee shall not register the exchange of interests in a Note
        for a
        Definitive Note or the transfer of or exchange of a Note during the period
        beginning on any Record Date and ending on the next following Distribution
        Date.

       

      (c) The
        Issuer or the Indenture Trustee may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        exchange or registration of transfer of Notes. No service charge shall be
        made
        for any such transaction.

       

      (d) If
        the
        Notes are listed on the Luxembourg Stock Exchange, the Indenture Trustee
        shall
        send to the Issuer upon any transfer or exchange of any Note information
        reflected in the copy of the register for the Notes maintained by the Registrar,
        as the case may be.

       

      (e) To
        permit
        registrations of transfers and exchanges, the Issuer shall execute and the
        Indenture Trustee shall authenticate Notes, subject to such rules as the
        Indenture Trustee may reasonably require. No service charge to the Noteholder
        shall be made for any registration of transfer or exchange (except as otherwise
        expressly permitted herein), but the Registrar may require payment of a sum
        sufficient to cover any transfer tax or similar government charge payable
        in
        connection therewith (other than any such transfer tax or similar governmental
        charge payable upon exchanges pursuant to Section
        2.13
        hereof
        in which event the Registrar will be responsible for the payment of any such
        taxes).

       

      (f) All
        Notes
        issued upon any registration of transfer or exchange of Notes shall be the
        valid
        obligations of the Issuer, evidencing the same debt, and entitled to the
        same
        benefits under this Indenture, as the Notes surrendered upon such registration
        of transfer or exchange.

       

      (g) Prior
        to
        due presentment for registration of transfer of any Note, the Indenture Trustee,
        any agent and the Issuer may deem and treat the Person in whose name any
        Note is
        registered (as of the day of determination) as the absolute owner of such
        Note
        for the purpose of receiving payment of principal of and interest on such
        Note
        and for all other purposes whatsoever, whether or not such Note is overdue,
        and
        neither the Indenture Trustee, any agent nor the Issuer shall be affected
        by
        notice to the contrary.

       

      (h) Notwithstanding
        any other provision of this Section
        2.9,
        the
        typewritten Note or Notes representing Book-Entry Notes for any Series may
        be
        transferred, in whole but not in part, only to another nominee of the Clearing
        Agency for such Series, or to a successor 

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

      Clearing
        Agency for such Series selected or approved by the Issuer or to a nominee
        of
        such successor Clearing Agency, only if in accordance with this Section
        2.9
        and
Section
        2.18.

       

      (i) Each
        transferee of a Note shall be deemed to represent and warrant that either
        (i) it
        is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA)
        that
        is subject to Title 1 of ERISA, (B) a plan (as defined in Section 4975 of
        the
        Code) that is subject to Section 4975 of the Code or (C) an entity deemed
        to be
        investing the “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101
        (the “Plan
        Assets Regulation”)
        or
        otherwise under ERISA) of any such employee benefit plan or plan; including,
        without limitation, an insurance company general account, or (ii) assuming
        that
        the Notes constitute indebtedness without substantial equity features for
        purposes of the Plan Assets Regulation, its acquisition and holding of Notes
        will not constitute or otherwise result in a non-exempt prohibited transaction
        under ERISA or Section 4975 of the Code by reason of the application of one
        or
        more statutory or administrative exemptions from such prohibited transaction
        rules.

       

      The
        Indenture Trustee shall have no obligation or duty to monitor, determine
        or
        inquire as to compliance with any restrictions on transfer imposed under
        this
        Indenture or under applicable law with respect to any transfer or any interest
        in any Note (including any transfers between or among Depositary Participants
        or
        beneficial owners of interests in any Global Note) other than to require
        delivery of such certificates and other documentation or evidence as are
        expressly required by, and to do so if and when expressly required by the
        terms
        of, this Indenture, and to examine the same to determine substantial compliance
        as to form with the express requirements hereof.

       

      Section
        2.10.  Legending
        of Notes

       

      (a) 
        Unless
        otherwise provided for in a Supplement and except as permitted by the following
        sentence, each Note (other than any Variable Funding Note) shall bear a legend
        in substantially the following form:

       

      THIS
        NOTE
        HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        “SECURITIES
        ACT”)
        OR ANY
        STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
        AGREES FOR THE BENEFIT OF BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST (THE “TRUST”)
        THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW
        TO
        DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)
        TO THE
        TRUST (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR
        REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
        144A
        UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
        144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
        DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
        WITH REGULATION S OF THE SECURITIES ACT OR (4) IN A TRANSACTION COMPLYING
        WITH
        OR EXEMPT FROM THE REGISTRATION

       

      
        
          
          

        

        
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      REQUIREMENTS
        OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (4) TO RECEIPT
        OF SUCH
        CERTIFICATES AND OTHER DOCUMENTS AS THE INDENTURE TRUSTEE MAY REQUIRE UNDER
        THE
        INDENTURE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
        OF
        ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL,
        AND
        EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
        RESALE RESTRICTIONS SET FORTH ABOVE.

       

      Upon
        any
        transfer, exchange or replacement of Notes bearing such legend, or if a request
        is made to remove such legend on a Note, the Notes so issued shall bear such
        legend, or such legend shall not be removed, as the case may be, unless there
        is
        delivered to the Issuer and the Indenture Trustee such satisfactory evidence,
        which may include an opinion of counsel, as may be reasonably required by
        the
        Issuer that neither such legend nor the restrictions on transfer set forth
        therein are required to ensure that transfers thereof comply with the provisions
        of Rule 144A, Rule 144 or Regulation S. Upon provision of such satisfactory
        evidence, the Indenture Trustee, at the direction of the Issuer, shall
        authenticate and deliver a Note that does not bear such legend.

       

      (b) Unless
        otherwise provided for in a Supplement, each Variable Funding Note shall
        bear a
        legend in substantially the following form:

       

      THIS
        VARIABLE FUNDING NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933,
        AS AMENDED (THE “SECURITIES
        ACT”)
        OR ANY
        STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
        AGREES FOR THE BENEFIT OF BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST (THE
“TRUST”)
        THAT
        THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
        DISTRIBUTION. THIS VARIABLE FUNDING NOTE IS NOT PERMITTED TO BE TRANSFERRED,
        ASSIGNED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT N COMPLIANCE WITH THE TERMS
        OF
        THE INDENTURE REFERRED TO HEREIN.

       

      Section
        2.11.  Replacement
        Notes

       

      (a) If
        (i)
        any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
        Trustee and Issuer receives evidence to its satisfaction of the destruction,
        loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee
        such security or indemnity as may be required by it to hold the Issuer and
        the
        Indenture Trustee harmless then, in the absence of notice to the Issuer,
        the
        Registrar or the Indenture Trustee that such Note has been acquired by a
        bona
        fide purchaser, and provided that the requirements of Section 8-405 of the
        UCC
        (which generally permit the Issuer to impose reasonable requirements) are
        met,
        the Issuer shall execute and upon its written request the Indenture Trustee
        shall authenticate and deliver, in exchange for or in lieu of any such
        mutilated, destroyed, lost or stolen Note, a replacement Note; provided,
        however,
        that if
        any such destroyed, lost or stolen Note, but not a mutilated Note, shall
        have
        become or within seven days shall be due and payable, instead of issuing
        a
        replacement Note, the Issuer may pay such destroyed, lost or stolen Note
        when so
        due or payable without surrender 

       

      
        
          
          

        

        
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      thereof.
        If, after the delivery of such replacement Note or payment of a destroyed,
        lost
        or stolen Note pursuant to the proviso to the preceding sentence, a bona
        fide
        purchaser of the original Note in lieu of which such replacement Note was
        issued
        presents for payment such original Note, the Issuer and the Indenture Trustee
        shall be entitled to recover such replacement Note (or such payment) from
        the
        Person to whom it was delivered or any Person taking such replacement Note
        from
        such Person to whom such replacement Note was delivered or any assignee of
        such
        Person, except a bona fide purchaser, and shall be entitled to recover upon
        the
        security or indemnity provided therefor to the extent of any loss, damage,
        cost
        or expense incurred by the Issuer or the Indenture Trustee in connection
        therewith.

       

      (b) Upon
        the
        issuance of any replacement Note under this Section
        2.11,
        the
        Issuer may require the payment by the Holder of such Note of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in relation
        thereto and any other reasonable expenses (including the fees and expenses
        of
        the Indenture Trustee) connected therewith.

       

      (c) Every
        replacement Note issued pursuant to this Section
        2.11
        in
        replacement of any mutilated, destroyed, lost or stolen Note shall be entitled
        to all the benefits of this Indenture equally and proportionately with any
        and
        all other Notes duly issued hereunder.

       

      (d) The
        provisions of this Section
        2.11
        are
        exclusive and shall preclude (to the extent lawful) all other rights and
        remedies with respect to the replacement or payment of mutilated, destroyed,
        lost or stolen Notes.

       

      Section
        2.12.  Treasury
        Notes

       

      In
        determining whether the Noteholders of the required principal amount of Notes
        have concurred in any direction, waiver or consent, Notes owned by the Issuer,
        the Seller or the Servicer or any Affiliate of the Issuer, the Seller or
        the
        Servicer shall be considered as though they are not outstanding, except that
        for
        the purpose of determining whether the Indenture Trustee shall be protected
        in
        relying on any such direction, waiver or consent, only Notes of which a Trust
        Officer of the Indenture Trustee has actually received written notice of
        such
        ownership shall be so disregarded. Absent written notice to the Indenture
        Trustee of such ownership, the Indenture Trustee shall not be deemed to have
        knowledge of the identity of the individual beneficial owners of the
        Notes,

       

      Section
        2.13.  Temporary
        Notes

       

      (a) Pending
        the preparation of Definitive Notes issued under Section
        2.18
        hereof,
        the Issuer may prepare and the Indenture Trustee, upon receipt of a Trust
        Order,
        shall authenticate and deliver temporary Notes of such Series. Temporary
        Notes
        shall be substantially in the form of Definitive Notes of like Series but
        may
        have variations that are not inconsistent with the terms of this Indenture
        as
        the officers executing such Notes may determine, as evidenced by their execution
        of such Notes.

       

      (b) If
        temporary Notes are issued pursuant to Section
        2.13(a)
        above,
        the Issuer will cause Definitive Notes to be prepared without unreasonable
        delay. After the preparation of Definitive Notes, the temporary Notes shall
        be
        exchangeable for Definitive Notes upon surrender of the temporary Notes at
        the
        office or agency of the Issuer to be maintained as provided in 

       

      
        
          
          

        

        
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      Section
        8.2,
        without
        charge to the Noteholder. Upon surrender for cancellation of any one or more
        temporary Notes, the Issuer shall execute and the Indenture Trustee shall
        authenticate and deliver in exchange therefor a like principal amount of
        Definitive Notes of authorized denominations. Until so exchanged, the temporary
        Notes shall in all respects be entitled to the same benefits under this
        Indenture as Definitive Notes.

       

      Section
        2.14.  Cancellation

       

      The
        Issuer may at any time deliver to the Indenture Trustee for cancellation
        any
        Notes previously authenticated and delivered hereunder which the Issuer may
        have
        acquired in any manner whatsoever, and all Notes so delivered shall be promptly
        cancelled by the Indenture Trustee. The Registrar and Paying Agent shall
        forward
        to the Indenture Trustee any Notes surrendered to them for registration of
        transfer, exchange or payment. The Indenture Trustee shall cancel all Notes
        surrendered for registration of transfer, exchange, payment, replacement
        or
        cancellation. The Issuer may not issue new Notes to replace Notes that it
        has
        redeemed or paid or that have been delivered to the Indenture Trustee for
        cancellation. All cancelled Notes held by the Indenture Trustee shall be
        disposed of in accordance with the Indenture Trustee’s standard disposition
        procedures.

       

      Section
        2.15.  Principal
        and Interest

       

      (a) The
        principal of each Series of Notes shall be payable at the times and in the
        amount set forth in the related Supplement and in accordance with Section
        6.1.

       

      (b) Each
        Series of Notes shall accrue interest as provided in the related Supplement
        and
        such interest shall be payable on each Distribution Date for such Series
        in
        accordance with Section
        6.1
        and the
        related Supplement.

       

      (c) Except
        as
        provided in the following sentence, the Person in whose name any Note is
        registered at the close of business on any Record Date with respect to a
        Distribution Date for such Note shall be entitled to receive the principal
        and
        interest payable on such Distribution Date notwithstanding the cancellation
        of
        such Note upon any registration of transfer, exchange or substitution of
        such
        Note subsequent to such Record Date. Any interest payable at maturity shall
        be
        paid to the Person to whom the principal of such Note is payable.

       

      (d) If
        the
        Issuer defaults in the payment of interest on the Notes of any Series, such
        interest, to the extent paid on any date that is more than five (5) Business
        Days after the applicable due date, shall cease to be payable to the Persons
        who
        were Noteholders of such Series at the applicable Record Date and the Issuer
        shall pay the defaulted interest in any lawful manner, plus, to the extent
        lawful, interest payable on the defaulted interest, to the Persons who are
        Noteholders of such Series on a subsequent special record date which date
        shall
        be at least five (5) Business Days prior to the payment date, at the rate
        provided in this Indenture and in the Notes of such Series. The Issuer shall
        fix
        or cause to be fixed each such special record date and payment date, and
        at
        least 15 days before the special record date, the Issuer (or the Indenture
        Trustee, in the name of and at the expense of the Issuer) shall mail to
        Noteholders of such Series a notice that states the special record date,
        the
        related payment date and the amount of such interest to be paid.

       

      
        
          
          

        

        
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      Section
        2.16.  Book-Entry
        Notes

       

      (a) For
        each
        Series of Notes to be issued in registered form (other than the Variable
        Funding
        Note), the Issuer shall duly execute the Notes, and the Indenture Trustee
        shall,
        in accordance with Section
        2.4
        hereof,
        authenticate and deliver initially one or more Global Notes that (a) shall
        be
        registered on the Note Register in the name of DTC or DTC’s nominee, and (b)
        shall bear legends substantially to the following effect:

       

      UNLESS
        THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST
        COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
        IN THE NAME OF CEDE & CO. (“CEDE”) OR TO SUCH OTHER ENTITY AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE
        HEREOF
        FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
        OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

       

      So
        long
        as DTC or its nominee is the registered owner or holder of a Global Note,
        DTC or
        its nominee, as the case may be, will be considered the sole owner or holder
        of
        the Notes represented by such Global Note for purposes of this Indenture
        and
        such Notes. Members of, or participants in, DTC shall have no rights under
        this
        Indenture with respect to any Global Note held on their behalf by DTC, and
        DTC
        may be treated by the Issuer, the Indenture Trustee, any agent and any agent
        of
        such entities as the absolute owner of such Global Note for all purposes
        whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
        Issuer, the Indenture Trustee, any agent and any agent of such entities from
        giving effect to any written certification, proxy or other authorization
        furnished by DTC or impair, as between DTC and its agent members, the operation
        of customary practices governing the exercise of the rights of a holder of
        any
        Note.

       

      (b) Subject
        to Section
        2.9(g),
        the
        provisions of the “Operating Procedures of the Euroclear System” and the “Terms
        and Conditions Governing Use of Euroclear” and the “Management Regulations” and
“Instructions to Participants” of Cedel, respectively, shall be applicable to
        the Global Note insofar as interests in a Global Note are held by the agent
        members of Euroclear or Cedel (which shall only occur in the case of the
        Temporary Global Note and the Permanent Global Note). Account holders or
        participants in Euroclear and Cedel shall have no rights under this Indenture
        with respect to such Global Note, and the registered holder may be treated
        by
        the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
        Trustee as the owner of such Global Note for all purposes
        whatsoever.

       

      (c) Title
        to
        the Notes shall pass only by registration in the Note Register maintained
        by the
        Registrar pursuant to Section
        2.6.

       

      (d) Any
        typewritten Note or Notes representing Book Entry Notes shall provide that
        they
        represent the aggregate or a specified amount of outstanding Notes from time
        to
        time endorsed thereon and may also provide that the aggregate amount of
        outstanding Notes 

       

      
        
          
          

        

        
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      represented
        thereby may from time to time be reduced to reflect exchanges. Any endorsement
        of a typewritten Note or Notes representing Book-Entry Notes to reflect the
        amount, or any increase or decrease in the amount, or changes in the rights
        of
        Note Owners represented thereby, shall be made in such manner and by such
        Person
        or Persons as shall be specified therein or in the Trust Order to be delivered
        to the Indenture Trustee pursuant to Section
        2.4.
        Subject
        to the provisions of Section
        2.5,
        the
        Indenture Trustee shall deliver and redeliver any typewritten Note or Notes
        representing Book-Entry Notes in the manner and upon instructions given by
        the
        Person or Persons specified therein or in the applicable Trust Order. Any
        instructions by the Issuer with respect to endorsement or delivery or redelivery
        of a typewritten Note or Notes representing the Book-Entry Notes shall be
        in
        writing but need not comply with Section
        13.3
        hereof
        and need not be accompanied by an Opinion of Counsel.

       

      (e) Unless
        and until definitive, fully registered Notes (“Definitive
        Notes”)
        have
        been issued to Note Owners pursuant to Section
        2.18:

       

      (i) the
        provisions of this Section
        2.16
        shall be
        in full force and effect;

       

      (ii) the
        Paying Agent, the Registrar and the Indenture Trustee may deal with the Clearing
        Agency and the Clearing Agency Participants for all purposes of this Indenture
        (including the making of payments on the Notes and the giving of instructions
        or
        directions hereunder) as the authorized representatives of the Note
        Owners;

       

      (iii) to
        the
        extent that the provisions of this Section
        2.16
        conflict
        with any other provisions of this Indenture, the provisions of this Section
        2.16
        shall
        control;

       

      (iv) whenever
        this Indenture requires or permits actions to be taken based upon instructions
        or directions of Holders of Notes evidencing a specified percentage of the
        outstanding principal amount of the Notes, the applicable Clearing Agency
        shall
        be deemed to represent such percentage only to the extent that it has received
        instructions to such effect from Note Owners and/or their related Clearing
        Agency Participants owning or representing, respectively, such required
        percentage of the beneficial interest in the Notes and has delivered such
        instructions to the Indenture Trustee; and

       

      (v) the
        rights of Note Owners shall be exercised only through the applicable Clearing
        Agency and their related Clearing Agency Participants and shall be limited
        to
        those established by law and agreements between such Note Owners and their
        related Clearing Agency and/or the Clearing Agency Participants. Unless and
        until Definitive Notes are issued pursuant to Section
        2.18,
        the
        applicable Clearing Agencies will make book-entry transfers among their related
        Clearing Agency Participants and receive and transmit payments of principal
        and
        interest on the Notes to such Clearing Agency Participants.

       

      Section
        2.17.  Notices
        to Clearing Agency.

       

       

      Whenever
        notice or other communication to the Noteholders is required under this
        Indenture, unless and until Definitive Notes shall have been issued to Note
        Owners pursuant to Section
        2.18,
        the
        Indenture Trustee and the Issuer shall give all such notices and communications
        specified herein to be given to Noteholders to the applicable Clearing Agency
        for distribution to the Note Owners.

       

      
        
          
          

        

        
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      Section
        2.18.  Definitive
        Notes.

       

      (a) Conditions
        for Issuance.
        Except
        as provided in Section
        2.9,
        interests in a Restricted Global Note or Permanent Global Note deposited
        with
        DTC pursuant to Section
        2.5
        shall be
        transferred to the beneficial owners thereof in the form of definitive
        registered Notes only if (x) DTC notifies the Issuer that it is unwilling
        or
        unable to continue as depositary for such Restricted Global Note or Permanent
        Global Note or at any time ceases to be a “clearing agency” registered under the
        Exchange Act, and a successor depositary so registered is not appointed by
        the
        Issuer within 90 days of such notice or (y) the Issuer determines that the
        Restricted Global Note or Permanent Global Note with respect to the relevant
        Series of Notes shall be exchangeable for definitive registered Notes, in
        which
        case Definitive Notes shall be issuable or exchangeable only in respect of
        such
        Global Notes or the category of Definitive Notes represented thereby. Definitive
        registered Notes shall be issued without coupons in amounts of U.S. $200,000
        and
        integral multiples of U.S. $1,000, subject to compliance with all applicable
        legal and regulatory requirements.

       

      (b) Issuance.
        If
        interests in any Restricted Global Note or Permanent Global Note, as the
        case
        may be, are to be transferred to the beneficial owners thereof in the form
        of
        definitive registered Notes pursuant to this Section
        2.18,
        such
        Restricted Global Note or Permanent Global Note, as the case may be, shall
        be
        surrendered by DTC to the office or agency of the Transfer Agent located
        in the
        Borough of Manhattan, The City of New York, to be so transferred, without
        charge. If interests in any Permanent Global Note are to be transferred to
        the
        beneficial owners thereof in the form of definitive Notes pursuant to this
        Section
        2.18,
        such
        Permanent Global Note shall be surrendered by the custodian for DTC to the
        Transfer Agent to be so transferred, without charge. The Indenture Trustee
        shall
        authenticate and deliver, upon such transfer of interests in such Restricted
        Global Note or Permanent Global Note, an equal aggregate principal amount
        of
        definitive registered Notes of authorized denominations; provided,
        that in
        the case of an interest in a Restricted Global Note, no such interest will
        be
        transferred except upon (i) delivery of a Transfer Certificate substantially
        in
        the form of Exhibit
        A-1
        hereto
        and (ii) compliance with the conditions set forth in Section
        2.9.
        The
        definitive Notes transferred pursuant to this Section
        2.18
        shall be
        executed, authenticated and delivered only in the denominations specified
        in
paragraph
        (a)
        above or
        in the related Supplement, and definitive registered Notes shall be registered
        in such names as DTC shall direct in writing. The Transfer Agent shall have
        at
        least 30 days from the date of its receipt of definitive Notes and registration
        information to authenticate and deliver such definitive Notes. Any definitive
        registered Note delivered in exchange for an interest in a Restricted Global
        Note or Permanent Global Note shall, except as otherwise provided by
Section
        2.10,
        bear,
        and be subject to, the legend regarding transfer restrictions set forth in
        Section
        2.10.
        The
        Issuer will promptly make available to the Transfer Agent a reasonable supply
        of
        definitive Notes. The Issuer shall bear the costs and expenses of printing
        or
        preparing any definitive Notes.

       

      
        
          
          

        

        
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      Section
        2.19.  Tax
        Treatment.

       

      The
        Issuer has structured this Indenture and the Notes have been (or will be)
        issued
        with the intention that the Notes will qualify under applicable tax law as
        indebtedness of the Issuer and any entity acquiring any direct or indirect
        interest in any Note by acceptance of its Notes (or, in the case of a Note
        Owner, by virtue of such Note Owner’s acquisition of a beneficial interest
        therein) agrees to treat the Notes (or beneficial interests therein) for
        purposes of Federal, state and local and income or franchise taxes and any
        other
        tax imposed on or measured by income, as indebtedness of the Issuer. Each
        Noteholder agrees that it will cause any Note Owner acquiring an interest
        in a
        Note through it to comply with this Indenture as to treatment as indebtedness
        for such tax purposes.

       

      Section
        2.20.  CUSIP
        Numbers.

       

      The
        Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use),
        and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of
        redemption as a convenience to noteholders; provided
        that any
        such notice may state that no representation is made as to the correctness
        of
        such numbers either as printed on the Notes or as contained in any notice
        of a
        redemption and that reliance may be placed only on the other identification
        numbers printed on the Notes, and any such redemption shall not be affected
        by
        any defect in or omission of such numbers. The Issuer will promptly notify
        the
        Indenture Trustee of any change in the “CUSIP” numbers.

       

      ARTICLE
        3.

       

      SECURITY

       

      Section
        3.1.  Security
        Interest.

       

      (a) Pursuant
        to the Security Agreement, in order to secure the Issuer’s Obligations, the
        Issuer has pledged, assigned, conveyed, delivered, transferred and set over
        to
        the Collateral Agent, for the benefit of the Noteholders, the Indenture Trustee,
        the Swap Counterparties, the Banks, the Agent and the holders of the Commercial
        Paper Notes (collectively, the “Secured
        Parties”),
        and
        has granted to the Collateral Agent, for the benefit of the Secured Parties,
        a
        security interest in, all of the Issuer’s right, title and interest in and to
        all of the Collateral assigned to the Collateral Agent pursuant to the Security
        Agreement.

       

      (b) This
        grant under the Security Agreement has been made in trust to secure the Issuer’s
        Obligations and to secure compliance with the provisions of the Security
        Agreement, all as provided in the Security Agreement.

       

      Section
        3.2.  Stamp,
        Other Similar Taxes and Filing Fees.

       

      The
        Issuer shall indemnify and hold harmless the Collateral Agent, the Indenture
        Trustee and each Noteholder from any present or future claim for liability
        for
        any stamp or other similar tax and any penalties or interest with respect
        thereto, that may be assessed, levied or collected by any jurisdiction in
        connection with the Security Agreement, this Indenture or any Collateral.
        The
        Issuer shall pay, or reimburse, the Collateral Agent and the Indenture Trustee
        

       

      
        
          
          

        

        
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      for,
        any
        and all amounts in respect of, all search, filing, recording and registration
        fees, taxes, excise taxes and other similar imposts that may be payable or
        determined to be payable in respect of the execution, delivery, performance
        and/or enforcement of the Security Agreement and this Indenture.
        The foregoing shall not, however, be deemed to create any obligation whatsoever
        of the Collateral Agent or the Indenture Trustee to pay any such
        amounts.

       

      ARTICLE
        4.

       

      REPORTS

       

      Section
        4.1.  Agreement
        of the Issuer to Provide Reports and Instructions.

       

      (a) Monthly
        Certificate.
        On each
        Determination Date, the Issuer shall forward to the Collateral Agent, the
        Indenture Trustee, the Paying Agent, the Rating Agencies and any Enhancement
        Provider, an Officer’s Certificate of the Issuer substantially in the form of
Exhibit
        D
        (each, a
“Monthly
        Certificate”)
        setting forth, inter
        alia,
        the
        following information (which, in the cases of clauses
        (i),
        (ii)
        and
(iii)
        below,
        will be expressed as a dollar amount per $1,000 of the original principal
        amount
        of each Series of Notes and as a percentage of the outstanding principal
        balance
        of the Notes as of such date): (i) for each Series and each class of each
        Series, the total amount to be distributed to Noteholders on the next succeeding
        Distribution Date; (ii) for each Series and each class of each Series, the
        amount of such distribution allocable to principal on the Notes; (iii) for
        each
        Series and each class of each Series, the amount of such distribution allocable
        to interest on the Notes; (iv) for each Series and each class of each Series,
        to
        the extent applicable, the amount of Enhancement used or drawn in connection
        with the distribution to Noteholders of such Series or class on the next
        succeeding Distribution Date, together with the aggregate amount of remaining
        Enhancement not theretofore used or drawn; and (v) whether, to the knowledge
        of
        the Issuer, any Lien exists on any of the Collateral (other than Liens granted
        pursuant to the Security Agreement and the other Program Documents or permitted
        thereunder);

       

      (b) Monthly
        Noteholders’ Statement.
        On or
        before each Distribution Date, the Issuer shall furnish to the Collateral
        Agent
        and the Indenture Trustee a Monthly Noteholders’ Statement with respect to each
        Series of Notes substantially in the form of Exhibit
        E;

       

      (c) Instructions
        as to Withdrawals and Payments.
        The
        Issuer will furnish, or cause to be furnished, to the Collateral Agent, the
        Indenture Trustee or the Paying Agent, as applicable, written instructions
        to
        make withdrawals and payments from any accounts specified in a Supplement
        and to
        make drawings under any Enhancement, as contemplated herein and in any
        Supplement. The Indenture Trustee and the Paying Agent shall promptly follow
        any
        such written instructions.

       

      
        
          
          

        

        
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      ARTICLE
        5.

       

      ALLOCATION
        AND APPLICATION OF COLLECTIONS 

       

      Section
        5.1.  Establishment
        of Accounts.

       

      To
        the
        extent specified in the Supplement with respect to any Series of Notes, the
        Indenture Trustee may establish and maintain one or more accounts and/or
        administrative sub-accounts to facilitate the proper allocation of Collections
        in accordance with the terms of such Supplement.

       

      Section
        5.2.  Collections
        and Allocations.

       

      Allocations
        of Collections to Noteholders will be as specified in the Security Agreement
        and
        will be allocated among all Series of Notes outstanding as specified in the
        related Series Supplements. The Security Agreement specifies that, prior
        to the
        occurrence of an Event of Default, the Collateral Agent will, on each
        Distribution Date, apply the funds on deposit in the Collateral Account (up
        to
        the amount of Deposited Funds on deposit in the Collateral Account relating
        to
        the Interest Period specified in the applicable Supplement for such Distribution
        Date) in accordance with the priority set forth in Section 5.03(b) of the
        Security Agreement. Further, following the occurrence of an Event of Default,
        the Collateral Agent will apply the proceeds of all of the Collateral of
        the
        Issuer in the order of priority set forth in Section 2.01 of the Security
        Agreement.

       

      Section
        5.3.  Determination
        of Monthly Interest.

       

      Monthly
        interest with respect to each Series of Notes shall be determined, allocated
        and
        distributed in accordance with the procedures set forth in the applicable
        Supplement.

       

      Section
        5.4.  Determination
        of Principal.

       

      Principal
        with respect to each Series of Notes shall be determined, allocated and
        distributed in accordance with the procedures set forth in the applicable
        Supplement. However, all principal or interest with respect to any Series
        of
        Notes shall be due and payable no later than the Final Distribution Date
        with
        respect to such Series.

       

      [THE
        REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY

       

      SUPPLEMENT
        WITH RESPECT TO ANY SERIES.]

       

      ARTICLE
        6.

       

      DISTRIBUTIONS
        AND REPORTS TO NOTEHOLDERS 

       

      Section
        6.1.  Distributions
        in General.

       

      (a) Notwithstanding
        any provision hereof or of any Supplement, prior to depositing any amounts
        into
        any Distribution Account, all amounts due and payable to the 

       

      
        
          
          

        

        
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      Indenture
        Trustee pursuant to Section
        10.5
        and
Section
        10.11,
        to the
        extent not already paid by the Issuer, shall be deducted from such amounts
        and
        paid to the Indenture Trustee. Unless otherwise specified in the applicable
        Supplement, on each Distribution Date with respect to each outstanding Series,
        after payment of the amounts described in the preceding sentence, (i) the
        Collateral Agent shall deposit (in accordance with the Monthly Certificate
        delivered to the Collateral Agent and the Indenture Trustee) in the Distribution
        Account for each such Series the amounts on deposit in the Collateral Account
        allocable to Noteholders of such Series as interest and, if on the Final
        Distribution Date for such Series, principal, and (ii) to the extent provided
        for in the applicable Supplement, the Indenture Trustee shall deposit in
        the
        Distribution Account for each such Series the amount of Enhancement for such
        Series drawn in connection with such Distribution Date.

       

      (b) Unless
        otherwise specified in the applicable Supplement, on each Distribution Date,
        the
        Paying Agent shall distribute to the Noteholders of each Series, to the extent
        amounts are on deposit in the Distribution Account for such Series, an amount
        sufficient to pay all principal and interest due on such Series on such
        Distribution Date in accordance with the Monthly Certificate delivered to
        the
        Indenture Trustee. Such distribution shall be to each Noteholder of record
        of
        such Series on the preceding Record Date based on such Noteholder’s pro
        rata
        share of the aggregate principal amount of the Notes of such Series held
        by such
        Noteholder; provided,
        however,
        that,
        the final principal payment due on a Note shall only be paid to the holder
        of a
        Note on due presentment of such Note for cancellation in accordance with
        the
        provisions of the Note.

       

      (c) Unless
        otherwise specified in the applicable Supplement, amounts distributable to
        a
        Noteholder pursuant to this Section
        6.1
        shall be
        payable by wire transfer of immediately available funds released by the Paying
        Agent from the Distribution Account no later than 12:00 noon (New York City
        time) for credit to the account designated in writing by such Noteholder
        at
        least 15 days prior to the relevant Distribution Date.

       

      (d) Unless
        otherwise specified in the applicable Supplement, (i) all distributions to
        Noteholders of all classes within a Series of Notes will have the same priority
        and (ii) in the event that on any date of determination the amount available
        to
        make payments to the Noteholders of a Series is not sufficient to pay all
        sums
        required to be paid to such Noteholders on such date, then each class of
        Noteholders will receive its ratable share (based upon the aggregate amount
        due
        to such class of Noteholders) of the aggregate amount available to be
        distributed in respect of the Notes of such Series.

       

      (e) All
        distributions in respect of Notes represented by a Temporary Global Note
        will be
        made only with respect to that portion of the Temporary Global Note in respect
        of which Euroclear or Cedel shall have delivered to the Indenture Trustee
        a
        certificate or certificates substantially in the form of Exhibit
        B.
        The
        delivery to the Indenture Trustee by Euroclear or Cedel of the certificate
        or
        certificates referred to above may be relied upon by the Issuer and the
        Indenture Trustee as conclusive evidence that the certificate or certificates
        referred to therein or have been delivered to Euroclear or Cedel pursuant
        to the
        terms of this Indenture and the Temporary Global Note. No payments of interest
        will be made on a Temporary Global Note after the Exchange Date
        therefor.

       

      
        
          
          

        

        
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      Section
        6.2.  Reserved.

       

      Section
        6.3.  Optional
        Repurchase of Notes.

       

      Unless
        otherwise specified in the related Supplements, in connection with the
        termination of the Issuer’s Commercial Paper program (other than through the
        replacement thereof with a facility having substantially similar terms (other
        than interest rate spreads)) and upon satisfaction of the requirements included
        in the Program Documents (including the payment of any amounts due and owing
        to
        the Secured Parties), on any Distribution Date, the Issuer shall have the
        option
        to purchase all outstanding Notes of all Series, in whole but not in part,
        at a
        purchase price (determined after giving effect to any payment of principal
        and
        interest on such Distribution Date) equal to (unless otherwise specified
        in the
        related Supplements) the aggregate outstanding principal amount of the Notes
        of
        all Series on such Distribution Date, plus accrued and unpaid interest on
        the
        unpaid aggregate principal balance of the Notes of all Series (calculated
        at the
        Note Rate of each such Series) through the day immediately prior to the date
        of
        such purchase plus, if provided for in the related Supplements, any aggregate
        premium payable at such time plus the aggregate amount of any Shortfalls
        payable
        in respect of all outstanding Notes of all Series. The Issuer shall give
        the
        Indenture Trustee and the Noteholders not more than sixty nor less than thirty
        days’ prior written notice of the date on which the Issuer intends to exercise
        such option to purchase. Not later than 12:00 noon, New York City time, on
        such
        Distribution Date, with respect to each Series of Notes outstanding, an amount
        of the purchase price equal to the outstanding principal amount of all Notes
        of
        such Series on such Distribution Date and the amount of accrued and unpaid
        interest with respect to such Notes, any applicable Shortfall and any applicable
        premium will be deposited into the related Distribution Account for such
        Series
        in immediately available funds. The funds deposited into such Distribution
        Account or distributed to the Paying Agent will be passed through in full
        to the
        Noteholders on such Distribution Date.

       

      Section
        6.4.  Monthly
        Noteholders’ Statement; Annual Noteholders’ Tax Statement.

       

      (a) On
        each
        Distribution Date, the Paying Agent shall forward to each Noteholder of record
        of each outstanding Series the Monthly Noteholders’ Statement (substantially in
        the form of Exhibit
        E
        hereto)
        with respect to such Series, with a copy to the Rating Agencies, the Indenture
        Trustee (if other than the Paying Agent) and any Enhancement Provider with
        respect to such Series.

       

      (b) On
        or
        before January 31 of each calendar year, beginning with calendar year 1999,
        the
        Paying Agent shall furnish to each Person who at any time during the preceding
        calendar year was a Noteholder a statement prepared by the Issuer containing
        the
        information which is required to be contained in the Monthly Noteholders’
Statements with respect to each Series of Notes aggregated for such calendar
        year or the applicable portion thereof during which such Person was a
        Noteholder, together with such other customary information (consistent with
        the
        treatment of the Notes as debt) as the Issuer deems necessary or desirable
        to
        enable the Noteholders to prepare their tax returns (each such statement,
        an
“Annual
        Noteholders’ Tax Statement”).
        Such
        obligations of the Issuer to prepare and the Paying Agent to distribute the
        Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the
        extent that substantially comparable information shall be provided by the
        Paying
        Agent pursuant to any requirements of the Code as from time to time in
        effect.

       

      
        
          
          

        

        
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      ARTICLE
        7.

       

      REPRESENTATIONS
        AND WARRANTIES

       

      The
        Issuer hereby represents and warrants, for the benefit of the Collateral
        Agent,
        the Indenture Trustee and the Noteholders, as follows as of each Series Closing
        Date:

       

      Section
        7.1.  Existence
        and Power.

       

      The
        Issuer (a) is a business trust duly formed, validly existing and in good
        standing under the laws of the State of Delaware, (b) is duly qualified to
        do
        business as a foreign business trust and in good standing under the laws
        of each
        jurisdiction where the character of its property, the nature of its business
        or
        the performance of its obligations make such qualification necessary, and
        (c)
        has all trust powers and all material governmental licenses, authorizations,
        consents and approvals required to carry on its business as now conducted
        and
        for purposes of the transactions contemplated by this Indenture and the other
        Program Documents.

       

      Section
        7.2.  Business
        Trust and Governmental Authorization.

       

      The
        execution, delivery and performance by the Issuer of this Indenture, the
        related
        Supplement and the other Program Documents to which it is a party (a) is
        within
        the Issuer’s trust powers, has been duly authorized by all necessary trust
        action, (b) requires no action by or in respect of, or filing with, any
        governmental body, agency or official which has not been obtained and (c)
        does
        not contravene, or constitute a default under, any provision of applicable
        law
        or regulation or of the certificate of trust or the Trust Agreement of the
        Issuer or of any law or governmental regulation, rule, contract, agreement,
        judgment, injunction, order, decree or other instrument binding upon the
        Issuer
        or any of its Assets or result in the creation or imposition of any Lien
        on any
        Asset of the Issuer, except for Liens created by the Security Agreement or
        the
        other Program Documents. This Indenture and each of the other Program Documents
        to which the Issuer is a party has been executed and delivered by a duly
        authorized signatory of the Issuer.

       

      Section
        7.3.  Binding
        Effect.

       

      This
        Indenture and each other Program Document, and each Note when executed and
        delivered in accordance with this Indenture, is a legal, valid and binding
        obligation of the Issuer enforceable against the Issuer in accordance with
        its
        terms (except as such enforceability may be limited by bankruptcy, insolvency,
        fraudulent conveyance, reorganization, moratorium and other similar laws
        affecting creditors’ rights generally or by general equitable principles,
        whether considered in a proceeding at law or in equity and by an implied
        covenant of good faith and fair dealing).

       

      
        
          
          

        

        
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      Section
        7.4.  Financial
        Information; Financial Condition.

       

      All
        balance sheets, all statements of operations, of shareholders’ equity and of
        cash flow, and other financial data (other than projections) which have been
        or
        shall hereafter be furnished by the Issuer to the Indenture Trustee and the
        Rating Agencies pursuant to Section
        8.3
        have
        been and will be prepared in accordance with GAAP (to the extent applicable)
        and
        do and will present fairly the financial condition of the entities involved
        as
        of the dates thereof and the results of their operations for the periods
        covered
        thereby, subject, in the case of all unaudited statements, to normal year-end
        adjustments and lack of footnotes and presentation items.

       

      Section
        7.5.  Litigation.

       

      There
        is
        no action, suit or proceeding pending against or, to the knowledge of the
        Issuer, threatened against or affecting the Issuer or its assets before any
        court or arbitrator or any Governmental Authority with respect to which there
        is
        a reasonable possibility of an adverse decision that could materially adversely
        affect the financial position, results of operations, business, properties,
        performance, prospects or condition (financial or otherwise) of the Issuer
        or
        which in any manner draws into question the validity or enforceability of
        this
        Indenture, any Supplement or any other Program Document or the ability of
        the
        Issuer to perform its obligations hereunder or thereunder.

       

      Section
        7.6.  Compliance
        with ERISA.

       

      Each
        member of the ERISA Group has fulfilled its obligations under the minimum
        funding standards of ERISA and the Internal Revenue Code with respect to
        each
        Plan and is in compliance in all material respects with the presently applicable
        provisions of ERISA and the Internal Revenue Code with respect to each Plan.
        No
        member of the ERISA Group has (i) sought a waiver of the minimum funding
        standard under Section 412 of the Internal Revenue Code in respect of any
        Plan,
        (ii) failed to make any contribution or payment to any Plan or Multiemployer
        Plan or in respect of any Benefit Arrangement, or made any amendment to any
        Plan
        or Benefit Arrangement, which in any such case has resulted or could reasonably
        be expected to result in the imposition of a Lien or the posting of a bond
        or
        other security under ERISA or the Internal Revenue Code or (iii) incurred
        any
        liability under Title IV of ERISA other than a liability to the PBGC for
        premiums under Section 4007 of ERISA.

       

      Section
        7.7.  Tax
        Filings and Expenses.

       

      The
        Issuer has filed all Federal, state and local tax returns and all other tax
        returns which, to the knowledge of the Issuer, are required to be filed (whether
        informational returns or not), and has paid all taxes due, if any, pursuant
        to
        said returns or pursuant to any assessment received by the Issuer, except
        such
        taxes, if any, as are being contested in good faith and for which adequate
        reserves have been set aside on its books. The Issuer has paid all fees and
        expenses required to be paid by it in connection with the conduct of its
        business, the maintenance of its existence and its qualification as a foreign
        business trust authorized to do business in each State in which it is required
        to so qualify, except where the failure to pay any such fees and expenses
        is not
        reasonably likely to have a material adverse effect.

       

      
        
          
          

        

        
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      Section
        7.8.  Full
        Disclosure.

       

      All
        certificates, reports, statements, documents and other information furnished
        to
        the Indenture Trustee by or on behalf of the Issuer pursuant to any provision
        of
        this Indenture or any Program Document, or in connection with or pursuant
        to any
        amendment or modification of, or waiver under, this Indenture or any Program
        Document, shall, at the time the same are so furnished, be complete and correct
        to the extent necessary to give the Indenture Trustee true and accurate
        knowledge of the subject matter thereof in all material respects, and the
        furnishing of the same to the Indenture Trustee shall constitute a
        representation and warranty by the Issuer made on the date the same are
        furnished to the Indenture Trustee to the effect specified herein.

       

      Section
        7.9.  Investment
        Company Act; Trust Indenture Act; Securities Act.

       

      The
        Issuer is not, and is not controlled by, an “investment company” within the
        meaning of, and is not required to register as an “investment company” under,
        the Investment Company Act of 1940. It is not necessary in connection with
        the
        offer, issuance and sale of the Notes under the circumstances contemplated
        in
        the related Supplement to register any security under the Securities Act
        or to
        qualify any indenture under the Trust Indenture Act.

       

      Section
        7.10.  Regulations
        T, U and X.

       

      The
        proceeds of the Notes will not be used to purchase or carry any “margin stock”
(as defined or used in the regulations of the Board of Governors of the Federal
        Reserve System, including Regulations T, U and X thereof). The Issuer is
        not
        engaged in the business of extending credit for the purpose of purchasing
        or
        carrying any margin stock.

       

      Section
        7.11.  No
        Consent.

       

      No
        consent, action by or in respect of, approval or other authorization of,
        or
        registration, declaration or filing with, any Governmental Authority or other
        Person is required for the valid execution and delivery of this Indenture
        or any
        Supplement or for the performance of any of the Issuer’s obligations hereunder
        or thereunder or under any other Program Document other than such consents,
        approvals, authorizations, registrations, declarations or filings as shall
        have
        been obtained by the Issuer prior to the Initial Closing Date or as contemplated
        in Section
        7.14.

       

      Section
        7.12.  Solvency.

       

      Both
        before and after giving effect to the transactions contemplated by this
        Indenture and the other Program Documents, the Issuer is solvent within the
        meaning of the Bankruptcy Code and the Issuer is not the subject of any
        voluntary or involuntary case or proceeding seeking liquidation, reorganization
        or other relief with respect to itself or its debts under any bankruptcy
        or
        insolvency law and no Event of Bankruptcy has occurred with respect to the
        Issuer.

       

      
        
          
          

        

        
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      Section
        7.13.  Subsidiary.

       

      The
        Issuer has no subsidiaries and owns no capital stock of, or other interest
        in,
        any other Person, and during the term of the Indenture, the Issuer shall
        not
        acquire or otherwise come to have one or more subsidiaries without the prior
        consent of the Indenture Trustee (on behalf of the holders of the
        Notes).

       

      Section
        7.14.  Security
        Interests.

       

      (a) All
        action necessary (including the filing of UCC-1 financing statements for
        the
        Collateral Agent’s Lien for the benefit of the Secured Parties) to protect and
        perfect the Collateral Agent’s security interest in the Collateral now in
        existence and hereafter acquired or created has been duly and effectively
        taken.

       

      (b) No
        security agreement, financing statement, equivalent security or lien instrument
        or continuation statement listing the Issuer as debtor covering all or any
        part
        of the Collateral and the Collateral Account is on file or of record in any
        jurisdiction, except such as may have been filed, recorded or made by the
        Issuer
        in favor of the Collateral Agent on behalf of the Secured Parties in connection
        with the Security Agreement.

       

      (c) The
        Security Agreement constitutes a valid and continuing Lien on the Collateral
        and
        the Collateral Account in favor of the Collateral Agent on behalf of the
        Secured
        Parties, which Lien will be prior to all other Liens (other than Permitted
        Liens
        and as otherwise permitted in the Security Agreement), will be enforceable
        as
        such as against creditors of and purchasers from the Issuer in accordance
        with
        its terms, except as such enforceability may be limited by bankruptcy,
        insolvency, fraudulent conveyance, reorganization, moratorium and other similar
        laws affecting creditors’ rights generally or by general equitable principles,
        whether considered in a proceeding at law or in equity and by an implied
        covenant of good faith and fair dealing. All action necessary to perfect
        such
        prior security interest has been duly taken.

       

      (d) The
        Issuer’s principal place of business and chief executive office shall be at: c/o
        First Union Trust Company National Association, attention: Corporate
        Trust/Administration, 1 Rodney Square, 920 King Street, Wilmington, DE 19801,
        and the place where its records concerning the Collateral are kept is at:
        c/o
        First Union Trust Company National Association, attention: Corporate
        Trust/Administration, 1 Rodney Square, 920 King Street, Wilmington, DE 19801.
        The Issuer does not transact, and has not transacted, business under any
        other
        name.

       

      (e) All
        authorizations in this Indenture for the Collateral Agent or the Indenture
        Trustee to endorse checks, instruments and securities and to execute financing
        statements, continuation statements, security agreements, and other instruments
        with respect to the Collateral are powers coupled with an interest and are
        irrevocable.

       

      Section
        7.15.  Offering
        Memorandum.

       

      No
        offering memorandum or information circular used by the Issuer in connection
        with the offer or sale of the Notes contains any untrue statement of a material
        fact and or omits to state any material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they are
        made,
        not misleading.

       

      
        
          
          

        

        
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      Section
        7.16.  Non-Existence
        of Other Agreements.

       

      As
        of the
        date of the issuance of the first Series of Notes, other than as permitted
        by
Section
        8.24
        hereof
        (i) the Issuer is not a party to any contract or agreement of any kind or
        nature
        and (ii) the Issuer is not subject to any obligations or liabilities of any
        kind
        or nature in favor of any third party, including, without limitation, Contingent
        Obligations.

       

      Section
        7.17.  Eligible
        Mortgage Loans.

       

      Based
        upon the representation of the Seller in the Mortgage Loan Purchase and
        Servicing Agreement, each Mortgage Loan purchased by the Issuer is an Eligible
        Loan (as defined in the Mortgage Loan Purchase and Servicing
        Agreement).

       

      Section
        7.18.  Other
        Representations.

       

      All
        representations and warranties of the Issuer made in each Program Document
        to
        which it is a party are true and correct and are repeated herein as though
        fully
        set forth herein.

       

      Section
        7.19.  Special
        Purpose Entity.

       

      The
        Issuer is a special purpose entity formed exclusively to enter into the Program
        Documents and the transactions contemplated thereby or incident
        thereto.

       

      ARTICLE
        8.

       

      COVENANTS

       

      Section
        8.1.  Payment
        of Notes.

       

      The
        Issuer shall pay the principal of (and premium, if any) and interest on the
        Notes pursuant to the provisions of this Indenture and any applicable
        Supplement. Principal and interest shall be considered paid on the date due
        if
        the Paying Agent holds on that date money designated for and sufficient to
        pay
        all principal and interest then due.

       

      Section
        8.2.  Maintenance
        of Office or Agency.

       

      The
        Issuer will maintain an office or agency (which may be an office of the
        Indenture Trustee, Registrar or co-registrar) where Notes may be surrendered
        for
        registration of transfer or exchange, where notices and demands to or upon
        the
        Issuer in respect of the Notes and this Indenture may be served, and where,
        at
        any time when the Issuer is obligated to make a payment of principal and
        premium
        upon the Notes, the Notes may be surrendered for payment. The Issuer will
        give
        prompt written notice to the Indenture Trustee of the location, and any change
        in the location, of such office or agency. If at any time the Issuer shall
        fail
        to maintain any such required office or agency or shall fail to furnish the
        Indenture Trustee with the address thereof, such presentations, surrenders,
        notices and demands may be made or served at the Corporate Trust Office of
        the
        Indenture Trustee.

       

      
        
          
          

        

        
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      The
        Issuer may also from time to time designate one or more other offices or
        agencies where the Notes may be presented or surrendered for any or all such
        purposes and may from time to time rescind such designations. The Issuer
        will
        give prompt written notice to the Indenture Trustee of any such designation
        or
        rescission and of any change in the location of any such other office or
        agency.

       

      The
        Issuer hereby designates the Corporate Trust Office of the Indenture Trustee
        as
        one such office or agency of the Issuer.

       

      Section
        8.3.  Information.

       

      The
        Issuer will:

       

      (a) promptly
        provide the Indenture Trustee, Moody’s, S&P and Fitch with all financial and
        operational information with respect to the Program Documents or the Issuer
        as
        the Indenture Trustee may reasonably request; and will promptly provide,
        Moody’s, S&P, Fitch and the Indenture Trustee with all statements delivered
        under the Interest Rate Swaps, the Liquidity Agreement, the Security Agreement,
        the Mortgage Loan Purchase and Servicing Agreement and the Certificates and
        within 105 days after the end of each fiscal year of the Issuer and the Seller,
        the audited annual financial statements of each of the Issuer, the Seller
        and
        PHH and within 60 days of each quarter end the unaudited financial statements
        of
        PHH (which may be 10Q reports);

       

      (b) deliver
        to the Indenture Trustee, if and when any member of the ERISA Group (i) gives
        or
        is required to give notice to the PBGC of any “reportable event” (as defined in
        Section 4043 of ERISA) with respect to any Plan which might constitute grounds
        for a termination of such Plan under Title IV of ERISA, or knows that the
        plan
        administrator of any Plan has given or is required to give notice of any
        such
        reportable event, a copy of the notice of such reportable event given or
        required to be given to the PBGC; (ii) receives notice of complete or partial
        withdrawal liability under Title IV of ERISA or notice that any Multiemployer
        Plan is in reorganization, is insolvent or has been terminated, a copy of
        such
        notice; (iii) receives notice from the PBGC under Title IV of ERISA of an
        intent
        to terminate, impose liability (other than for premiums under Section 4007
        of
        ERISA) in respect of, or appoint a trustee to administrator any Plan, a copy
        of
        such notice; (iv) applies for a waiver of the minimum funding standard under
        Section 412 of the Internal Revenue Code, a copy of such application; (v)
        gives
        notice of intent to terminate any Plan under Section 4041(c) of ERISA, a
        copy of
        such notice and other information filed with the PBGC; (vi) gives notice
        of
        withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
        notice; or (vii) fails to make any payment or contribution to any Plan or
        Multiemployer Plan or in respect of any Benefit Arrangement or makes any
        amendment to any Plan or Benefit Arrangement which has resulted or could
        result
        in the imposition of a Lien or the posting of a bond or other security, a
        certificate of the Owner Trustee setting forth details as to such occurrence
        and
        action, if any, which the Issuer or applicable member of the ERISA Group
        is
        required or proposes to take;

       

      
        
          
          

        

        
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      (c) provide
        the Indenture Trustee, on behalf of the Noteholders, with access to the books
        and records of the Issuer and the books and records of the Servicer, Custodian
        and/or the Collateral Agent relating to the assets of the Issuer, without
        charge, but only (i) upon the reasonable request of the Indenture Trustee
        (acting at the direction of the majority of the Noteholders) (for which purposes
        one Business Day shall be deemed reasonable during the occurrence and
        continuation of an Event of Default), (ii) during normal business hours,
        (iii)
        subject to the relevant party’s normal security and confidentiality procedures
        and (iv) at offices designated by the relevant party;

       

      (d) provide
        Moody’s, S&P, Fitch, the Indenture Trustee and the Collateral Agent with any
        information that it may have with respect to an Event of Default hereunder
        or
        provide notice to Indenture Trustee of any default or event of default under
        any
        other agreement between the Issuer and any of the Seller, the Servicer, the
        Banks, the Swap Counterparties, the holders of the Certificates or the
        Collateral Agent as promptly as practicable after the Issuer becomes aware
        of
        the occurrence of any Event of Default or other default or event of
        default;

       

      (e) promptly
        furnish to the Indenture Trustee (on behalf of the holders of the Notes)
        after
        receipt thereof copies of all written communications received from S&P,
        Moody’s or Fitch with respect to the Notes;

       

      (f) promptly
        upon its knowledge thereof give notice to the Indenture Trustee (on behalf
        of
        the holders of the Notes), Moody’s, S&P and Fitch of the existence of any
        litigation against the Issuer;

       

      (g) give
        prompt notice to the Indenture Trustee (on behalf of the holders of the Notes),
        Moody’s, S&P and Fitch of any change to the articles of incorporation or
        by-laws of the Seller; and

       

      (h) provide,
        on or prior to June 30 of each year, to the Indenture Trustee a certificate
        of
        the Issuer certifying that (i) the ratings assigned by the Rating Agencies
        in
        respect of any outstanding Series of Notes, have not been withdrawn or
        downgraded since the date of the related Supplement, and (ii) no Rating Agency
        has determined that the amount of Enhancement for any outstanding Series
        of
        Notes must be increased in order to maintain the then current rating of such
        Series or, if any Rating Agency has made such a determination, the amount
        of
        additional Enhancement that would be required in order to maintain such current
        rating. Delivery of such reports, information and documents to Indenture
        Trustee
        under this section is for informational purposes only and the Indenture
        Trustee’s receipt of such shall not constitute constructive notice of any
        information contained therein or determinable from information contained
        therein, including the Issuer’s compliance with any of its
        covenants.

       

      Section
        8.4.  Payment
        of Obligations.

       

      The
        Issuer will pay and discharge in a timely manner in accordance with the terms
        of
        the Program Documents, at or before maturity, all of its respective material
        obligations and liabilities, including, without limitation, tax liabilities
        and
        other governmental claims, except where the same may be contested in good
        faith
        by appropriate proceedings, will maintain, in accordance with GAAP, reserves
        as
        appropriate for the accrual of any of the same, and will comply in all material
        respects with its obligations in the Program Documents.

       

      
        
          
          

        

        
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      Section
        8.5.  RESERVED.

       

      Section
        8.6.  Conduct
        of Business and Maintenance of Existence.

       

      The
        Issuer will maintain its existence as a business trust validly existing,
        and in
        good standing under the laws of the State of Delaware and duly qualified
        as a
        foreign business trust licensed under the laws of each state in which the
        failure to so qualify would have a material adverse effect on the business
        and
        operations of the Issuer.

       

      Section
        8.7.  Compliance
        with Laws.

       

      The
        Issuer will comply in all respects with all Requirements of Law and all
        applicable laws, ordinances, rules, regulations, and requirements of
        Governmental Authorities (including, without limitation, ERISA and the rules
        and
        regulations thereunder) except where the necessity of compliance therewith
        is
        contested in good faith by appropriate proceedings and where such noncompliance
        would not materially and adversely affect the condition, financial or otherwise,
        operations, performance, properties or prospects of the Issuer or its ability
        to
        carry out the transactions contemplated in this Indenture and each other
        Program
        Document; provided, however, such noncompliance will not result in a Lien
        (other
        than a Permitted Lien) on any Assets of the Issuer.

       

      Section
        8.8.  Inspection
        of Property, Books and Records.

       

      The
        Issuer will keep proper books of record and account in which full, true and
        correct entries shall be made of all dealings and transactions in relation
        to
        its Assets, business and activities in accordance with GAAP; and will permit
        the
        Indenture Trustee to visit and inspect any of its properties, to examine
        and
        make abstracts from any of its books and records and to discuss its affairs,
        finances and accounts with its representatives, employees and independent
        public
        accountants, all at such reasonable times upon reasonable notice and as often
        as
        may reasonably be requested.

       

      Section
        8.9.  Compliance
        with Program Documents.

       

      The
        Issuer will perform and comply with each and every obligation, covenant and
        agreement required to be performed or observed by it in or pursuant to this
        Indenture and each other Program Document to which it is a party and will
        not
        take any action which would permit any party to have the right to refuse
        to
        perform any of its respective obligations under any Program
        Document.

       

      Section
        8.10.  Notice
        of
        Defaults.

       

      (a) Promptly
        upon becoming aware of any Potential Event of Default or Event of Default
        under
        this Indenture, the Issuer shall give the Indenture Trustee, each Enhancement
        Provider, and the Rating Agencies notice thereof, together with a certificate
        of
        the Issuer setting forth the details thereof and any action with respect
        thereto
        taken or contemplated to be taken by the Issuer, and

       

      
        
          
          

        

        
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      (b) Promptly
        upon becoming aware of any default under any Program Document other than
        this
        Indenture, the Issuer shall give the Indenture Trustee, each Enhancement
        Provider, and the Rating Agencies notice thereof.

       

      Section
        8.11.  Notices
        under Liquidity Agreement; Notice of Material Proceedings.

       

      (a) The
        Issuer shall promptly provide the Indenture Trustee, each Enhancement Provider
        and the Rating Agencies with copies of each of the notices delivered by the
        Issuer pursuant to Section 8.01 (a), (e), (h), (i), (m) and (n) and Section
        9.01
        of the Liquidity Agreement.

       

      (b) Promptly
        upon becoming aware thereof, the Issuer shall give the Indenture Trustee,
        and
        the Rating Agencies written notice of the commencement or existence of any
        proceeding by or before any Governmental Authority against or affecting the
        Issuer which is reasonably likely to have a material adverse effect on the
        business, condition (financial or otherwise), results of operations, properties
        or performance of the Issuer or the ability of the Issuer to perform its
        obligations under this Indenture or under any other Program Document to which
        it
        is a party.

       

      Section
        8.12.  Further
        Requests.

       

      The
        Issuer will promptly furnish to the Indenture Trustee, the Agent, the Collateral
        Agent, each Enhancement Provider and the Rating Agencies such other information
        as, and in such form as, the Indenture Trustee or the Agent or the Collateral
        Agent or such Enhancement Provider or the Rating Agencies may reasonably
        request
        in connection with the transactions contemplated hereby.

       

      Section
        8.13.  Further
        Assurances.

       

      (a) The
        Issuer shall do such further acts and things, and execute and deliver to
        the
        Indenture Trustee, the Collateral Agent and the Required Noteholders such
        additional assignments, agreements, powers and instruments, as the Indenture
        Trustee, the Collateral Agent, or the Required Noteholders reasonably determines
        to be necessary to carry into effect the purposes of this Indenture or the
        other
        Program Documents or to better assure and confirm unto the Indenture Trustee,
        the Collateral Agent, or the Noteholders their rights, powers and remedies
        hereunder including, without limitation, the filing of any financing or
        continuation statements under the Uniform Commercial Code in effect in any
        jurisdiction with respect to the liens and security interests granted hereby
        or
        under the Security Agreement. The Issuer also hereby acknowledges that the
        Collateral Agent has the right but not the obligation to file any such financing
        statement or continuation statement without the signature of the Issuer to
        the
        extent permitted by applicable law. If any amount payable under or in connection
        with any of the Collateral shall be or become evidenced by any promissory
        note,
        chattel paper or other instrument, such note, chattel paper or instrument
        shall
        be deemed to be held in trust and immediately pledged and physically delivered
        to the Collateral Agent hereunder, and shall, subject to the rights of any
        Person in whose favor a prior Lien has been perfected, be duly endorsed in
        a
        manner satisfactory to the Collateral Agent and delivered to the Collateral
        Agent promptly. Without limiting the generality of the foregoing provisions
        of
        this Section 8.13(4, the Issuer shall take all actions that are required
        to
        maintain the security interest of the Collateral Agent on behalf of the Secured
        Parties in the Collateral pledged pursuant to the Security Agreement as a
        perfected security interest subject to no prior Liens, including, without
        limitation filing all Uniform Commercial Code financing statements, continuation
        statements and amendments thereto necessary to achieve the foregoing. The
        Issuer
        further agrees that it will not, without the prior written consent of the
        Controlling Majority and without prior written notice to the Enhancement
        Providers, if applicable, exercise any right, remedy, power or privilege
        available to it with respect to any obligor under the Collateral, take any
        action to compel or secure performance or observance by any obligor of its
        obligations to the Issuer, or give any consent, request, notice, direction,
        approval, extension or waiver with respect to any obligor.

       

      
        
          
          

        

        
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      (b) The
        Issuer will warrant and defend the Collateral Agent’s right, title and interest
        in and to the Collateral and the income, distributions and proceeds thereof,
        for
        the benefit of the Collateral Agent on behalf of the Secured Parties, against
        the claims and demands of all Persons whomsoever.

       

      (c) The
        Issuer will provide to the Collateral Agent and the Indenture Trustee, no
        more
        frequently than annually, an Opinion of Counsel to the effect that no UCC
        financing or continuation statements are required to be filed with respect
        to
        any of the Collateral in which a security interest may be perfected by the
        filing of UCC financing statements.

       

      Section
        8.14.  Certain
        Documents.

       

      The
        Issuer will not take any action that would permit (i) the Seller, the Servicer
        or PHH to refuse to perform any of their respective obligations under the
        Mortgage Loan Purchase and Servicing Agreement, the Guarantee and the Custodial
        Agreement or (ii) the Administrator or Depositary to refuse to perform their
        respective obligations under any other Program Documents to which they are
        parties.

       

      Section
        8.15.  Liens.

       

      The
        Issuer will not create, incur, assume or permit to exist any Lien upon any
        of
        its Assets (including the Collateral), other than (i) Liens in favor of the
        Collateral Agent for the benefit of the Secured Parties, (ii) Permitted Liens,
        (iii) Liens permitted under the Program Documents and (iv) liabilities for
        services supplied or furnished to the Issuer (including reasonable accountants’
and attorneys’ fees); provided that the aggregate amount of the liabilities
        described in subpart (iv) shall not exceed $100,000 at any one time
        outstanding.

       

      Section
        8.16.  Other
        Indebtedness.

       

      The
        Issuer will not create, assume, incur, suffer to exist or otherwise become
        or
        remain liable in respect of any Indebtedness other than (i) Indebtedness
        hereunder and (ii) Indebtedness permitted under any other Program
        Document.

       

      
        
          
          

        

        
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      Section
        8.17.  Mergers.

       

      The
        Issuer will not merge or consolidate with or into any other Person.

       

      Section
        8.18.  Sales
        of
        Assets.

       

      The
        Issuer will not sell, lease, transfer, liquidate or otherwise dispose of
        any
        Assets, except as contemplated by the Program Documents.

       

      Section
        8.19.  Capital
        Expenditures.

       

      The
        Issuer will not make any expenditure (by long-term or operating lease or
        otherwise) for capital assets (both realty and personalty).

       

      Section
        8.20.  Dividends.

       

      The
        Issuer shall not make any distributions to any holders of its securities
        without
        the consent of the Indenture Trustee, acting at the direction of the Required
        Noteholders, except as provided under the Program Documents, the Certificates
        and the Notes. 

       

      Section
        8.21.  Name;
        Principal Office.

       

      The
        Issuer will neither (a) change the location of its chief executive office
        or
        principal place of business (within the meaning of the applicable UCC) without
        sixty (60) days’ prior written notice to the Indenture Trustee, and the
        Collateral Agent nor (b) change its name without prior written notice to
        the
        Indenture Trustee, and the Collateral Agent sufficient to allow the Collateral
        Agent to make all filings (including filings of financing statements on form
        UCC-1) and recordings necessary to maintain the perfection of the interest
        of
        the Collateral Agent on behalf of the Secured Parties in the Collateral pursuant
        to the Security Agreement. In the event that the Issuer desires to so change
        its
        office or change its name, the Issuer will make any required filings and
        prior
        to actually changing its office or its name the Issuer will deliver to the
        Collateral Agent, and the Indenture Trustee (i) an Officer’s Certificate and
        (except with respect to a change of the location of the Issuer’s chief executive
        office or principal place of business to a new location in the same county)
        an
        Opinion of Counsel confirming that all required filings have been made to
        continue the perfected interest of the Collateral Agent on behalf of the
        Secured
        Parties in the Collateral in respect of the new office or new name of the
        Issuer
        and (ii) copies of all such required filings with the filing information
        duly
        noted thereon by the office in which such filings were made.

       

      Section
        8.22.  Organizational
        Documents.

       

      The
        Issuer will not amend any of its organizational documents, including its
        certificate of trust or Trust Agreement unless, prior to such amendment,
        each
        Rating Agency confirms that after such amendment the Rating Agency Consent
        Condition will be met and the Required Noteholders consent to such
        amendment.

       

      
        
          
          

        

        
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      Section
        8.23.  Investments.

       

      The
        Issuer will not make, incur, or suffer to exist any loan, advance, guarantee,
        extension of credit or other investment in any Person other than pursuant
        to the
        Program Documents and with respect to Eligible Investments and, in addition,
        without limiting the generality of the foregoing, the Issuer will not cause
        the
        Collateral Agent or the Indenture Trustee to make any Eligible Investments
        on
        the Issuer’s behalf that would have the effect of causing the Issuer to be an
“investment company” within the meaning of the Investment Company
        Act.

       

      Section
        8.24.  No
        Other
        Agreements.

       

      The
        Issuer will not (a) enter into or be a party to any agreement or instrument
        other than any Program Document or any documents related to any Enhancement
        or
        documents and agreements incidental thereto or (b) except as provided for
        in
        Sections 12.1 or 12.2, amend, modify or waive any provision of any Program
        Document to which it is a party, or (c) give any approval or consent or
        permission provided for in any Program Document, except as permitted in Section
        3.2(a).

       

      Section
        8.25.  Other
        Business.

       

      The
        Issuer will not engage in any business or enterprise or enter into any
        transaction other than as contemplated by the Program Documents.

       

      Section
        8.26.  Notes.

       

      The
        Issuer shall not issue Notes to the Seller, any Affiliate of the Seller or
        any
        trust or other entity to which the Seller or any Affiliate of the Seller
        is a
        depositor or servicer bearing interest (or at a discount) in excess of a
        commercially reasonable rate.

       

      Section
        8.27.  Rule
        144A
        Information Requirement.

       

      For
        so
        long as any of the Notes remain outstanding and are “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer
        covenants and agrees that it shall, during any period in which it is not
        subject
        to Section 13 or 15(d) under the Exchange Act, make available to any Noteholder
        in connection with any sale thereof and any prospective purchaser of Notes
        from
        such Noteholder in each case upon request, the information specified in,
        and
        meeting the requirements of, Rule 144A(d)(4) under the Securities
        Act.

       

      Section
        8.28.  Use
        of
        Proceeds of Notes.

       

      The
        Issuer shall use the proceeds of Notes solely for one or more of the following
        purposes: (a) to pay the Issuer’s Obligations when due, in accordance with the
        Security Agreement; and (b) to acquire eligible Mortgage Loans from the
        Seller.

       

      
        
          
          

        

        
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      Section
        8.29.  Program
        Document Information.

       

      The
        Issuer shall, or shall cause the Seller to, provide the Indenture Trustee
        with
        copies of all reports, statements and certificates delivered under the Program
        Documents, and any other information that the Indenture Trustee shall reasonably
        request. Delivery of such reports, information and documents to Indenture
        Trustee under this section and Section 8.27 is for informational purposes
        only
        and the Indenture Trustee’s receipt of such shall not constitute constructive
        notice of any information contained therein or determinable from information
        contained therein, including the Issuer’s compliance with any of its
        covenants.

       

      Section
        8.30.  Year
        2000
        Issues.

       

      The
        Issuer has initiated a commercially reasonable review of their operations
        with a
        view to assessing whether their business or operations will, in the receipt,
        transmission, processing, manipulation, storage, retrieval, retransmission
        or
        other utilization of data, be vulnerable to any significant risk that computer
        hardware or software used in their business or operations will not, in the
        case
        of dates or time periods occurring after December 31, 1999, function at least
        as
        effectively as in the case of dates or time periods occurring prior to January
        1, 2000. Based on such ongoing review, the Issuer has no reason to believe
        that
        a Material Adverse Effect will occur with respect to such business or operations
        resulting from any such risk.

       

      ARTICLE
        9.

       

      EVENTS
        OF
        DEFAULT AND REMEDIES

       

      Section
        9.1.  Events
        of
        Default.

       

      If
        any
        one of the following events shall occur with respect to any Series of Notes
        (each, an “Event of Default”):

       

      (a) Failure
        on the part of the Seller or the Servicer (i) to make any payment or deposit
        on
        the date required under the Mortgage Loan Purchase and Servicing Agreement;
        provided, however, that no grace period shall apply for purchase obligations
        in
        respect of a breach of the covenant in Section 3.5(c) of the Mortgage Loan
        Purchase and Servicing Agreement (on or before five Business Days after the
        date
        such payment or deposit is required to be made) or (ii) to observe or perform
        in
        any material respect any other material covenants or agreements of the Seller
        or
        the Servicer under the Mortgage Loan Purchase and Servicing Agreement, which
        failure continues unremedied for a period of 45 days after written
        notice;

       

      (b) Any
        representation or warranty made by the Seller or the Servicer in the Mortgage
        Loan Purchase and Servicing Agreement or regarding corporate organization
        or
        authority or the enforceability of the Mortgage Loan Purchase and Servicing
        Agreement proves to have been incorrect in any material respect when made,
        and,
        if such representation or warranty is correctable, which continues to be
        incorrect in any material respect for a period of 45 days after written
        notice;

       

      (c) The
        Issuer defaults in the payment of any interest on any Note of such Series
        when
        the same becomes due and payable;

       

      
        
          
          

        

        
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      (d) The
        Issuer defaults in the payment of any principal or premium on any Note of
        such
        Series when the same becomes due and payable;

       

      (e) The
        Issuer fails to comply with any of its other agreements or covenants in,
        or
        provisions of, the Notes of a Series or this Indenture and the failure to
        so
        comply materially and adversely affects the interests of the Noteholders
        of any
        Series and continues to materially and adversely affect the interests of
        the
        Noteholders of such Series for a period of thirty (30) days after the earlier
        of
        (i) the date on which the Issuer obtains knowledge thereof or (ii) the date
        on
        which written notice of such failure, requiring the same to be remedied,
        shall
        have been given to the Issuer by the Indenture Trustee or to the Issuer and
        the
        Indenture Trustee by the Required Noteholders;

       

      (f) the
        occurrence of an Event of Bankruptcy with respect to the Issuer, the Seller,
        the
        Servicer or PHH, as guarantor,

       

      (g) the
        Issuer shall have become an “investment company” or shall have become under the
“control” of an “investment company” under the Investment Company Act of 1940,
        as amended;

       

      (h) Any
        representation or warranty or statement made or deemed made by the Issuer
        in the
        Indenture or in any other Program Document or in any written certificates
        or
        statement made or entered into in connection herewith or therewith shall
        prove
        to have been incorrect when made in any material respect, and, if such
        representation, warranty or statement is capable of being corrected, continues
        to be incorrect in any material respect for a period of 45 days after the
        Issuer
        shall have received written notice of such incorrect representation, warranty
        or
        statement;

       

      (i) Failure
        by the Issuer to observe or perform any covenant or agreement contained (i)
        in
        the Indenture and the continuance of such failure for more than thirty (30)
        days
        or (ii) any other covenant or agreement contained herein, in any other Program
        Document or in the Mortgage Loan Purchase and Servicing Agreement and not
        constituting an Event of Default under any other clause of this Article IX
        and
        the continuance of such failure for 45 days after the Issuer shall have become
        aware of such failure;

       

      (j) A
        Servicer Event of Default shall have occurred and be continuing and such
        default
        shall not have been cured or the Issuer shall not have replaced such Servicer
        in
        accordance with Section 10.1 of the Mortgage Loan Purchase and Servicing
        Agreement for a period of 45 days after the Issuer has notified the Agent
        and
        the Indenture Trustee of such Servicer Event of Default;

       

      (k) RESERVED.

       

      (l) The
        Issuer shall not be in compliance with Articles II and V of its Trust
        Agreement;

       

      (m) The
        Security Agreement, Administration Agreement or the Interest Rate Swaps shall
        cease, for any reason, to be in full force and effect in accordance with
        their
        respective terms;

       

      
        
          
          

        

        
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      (n) A
        termination event under the Mortgage Loan Purchase and Servicing Agreement
        shall
        have occurred and be continuing and all applicable grace periods shall have
        expired;

       

      (o) At
        any
        time the aggregate outstanding principal amount of all Series of Certificates
        plus the amount on deposit in the Reserve Fund, if any, shall equal less
        than
        the Required Enhancement Amount and such shortfall continues for 90
        days;

       

      (p) At
        any
        time the Seller is not an approved seller/servicer of mortgage loans for
        two of
        Freddie Mac, Fannie Mae and Ginnie Mae;

       

      (q) At
        any
        time the Guarantee is rejected, repudiated or no longer in full force and
        effect;

       

      (r) At
        any
        time the funds on deposit in the Reserve Fund shall be less than 0.60% of
        the
        Program Size for 120 days or more;

       

      (s) At
        any
        time (i) the rolling three month average of the ratio (calculated daily)
        of the
        Outstanding Purchase Price of all Delinquent Loans to the Outstanding Purchase
        Price of all Mortgage Loans owned by the Issuer at such time shall exceed
        five
        percent (5%) or (ii) the ratio (calculated daily) of the Outstanding Purchase
        Price of all Delinquent Loans to the Outstanding Purchase Price of all Mortgage
        Loans owned by the Issuer at such time shall exceed seven percent
        (7%);

       

      (t) An
        event
        of default under the Liquidity Agreement shall have occurred and be continuing
        and all applicable grace periods shall have expired;

       

      (u) The
        failure to pay any amount due and owing on the Commercial Paper,

       

      (v) The
        failure of any Swap Counterparty to pay amounts due and owing under an Interest
        Rate Swap; or

       

      (w) Any
        other
        event shall occur which may be specified in any Supplement as an “Event of
        Default”;

       

      then,
        at
        any time during the continuance of any Event of Default, the Indenture Trustee
        may and shall, at the written request of the Required Noteholders, by written
        notice to the Issuer, the Collateral Agent and the holders of the Notes,
        (i)
        declare the principal and premium (if applicable) of and accrued interest
        in
        respect of the Notes to be, whereupon the same shall become, forthwith due
        and
        payable without presentment, demand, protest or further notice of any kind,
        all
        of which are hereby expressly waived by the Issuer, anything contained herein
        or
        in any Note to the contrary notwithstanding and (ii) instruct the Issuer
        and the
        Depositary to cease purchasing Mortgage Loans and cease issuing Commercial
        Paper
        and/or (iii) notify the Servicer and the Seller that an Event of Default
        has
        occurred; provided, that if an Event of Default described in clause (f),
        (g),
        (h) or (w) (with respect to clause (w) above, only to the extent such Event
        of
        Default is not subject to waiver as set forth in the related Series Supplement),
        above shall occur, the result of which would otherwise occur only upon giving
        of
        written notice by the Indenture Trustee as specified in clauses (i) and (ii)
        above shall occur automatically, without the giving of any such notice and
        the
        Indenture Trustee shall promptly notify the Servicer and the Seller that
        an
        Event of Default has occurred. Subject to certain conditions and to the Security
        Agreement, upon the occurrence of an Event of Default, the holders of the
        Notes
        may proceed to enforce their rights and remedies as permitted by the Security
        Agreement, including bringing an action for specific performance by the Issuer
        of any of the Issuer’s obligations under the Program Documents. The Issuer shall
        provide prompt written notice to (i) the Collateral Agent, the Indenture
        Trustee, Moody’s, S&P and Fitch of the occurrence of any Event of Default
        and (ii) Moody’s, S&P and Fitch, of the occurrence of any event specified in
        clause (f) above with respect to the Issuer.

       

      
        
          
          

        

        
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      Section
        9.2.  Rights
        upon Event of Default.

       

      If
        and
        whenever an Event of Default shall have occurred and be continuing, the
        Indenture Trustee at the direction of the Required Noteholders shall, exercise
        from time to time any rights and remedies available to it under the Security
        Agreement.

       

      Section
        9.3.  [RESERVED].

       

      Section
        9.4.  [RESERVED].

       

      Section
        9.5.  Waiver
        of
        Past Events.

       

      Subject
        to Section 12.2 hereof, the Required Noteholders, by notice to the Collateral
        Agent, and the Indenture Trustee, may waive any existing Potential Event
        of
        Default or Event of Default other than any Potential Event of Default or
        Event
        of Default related to clause (f), (g), (h), or (w) of Section 9.1 (with respect
        to clause (w), only to the extent not subject to waiver as provided in the
        applicable Supplement) which relate to such Series and its consequences and
        except a continuing Potential Event of Default or Event of Default in the
        payment of the principal of or interest on any Note. Upon any such waiver,
        such
        Potential Event of Default shall cease to exist with respect to such Series,
        and
        any Event of Default with respect to such Series 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 Potential Event of Default
        or
        impair any right consequent thereon.

       

      Section
        9.6.  [RESERVED].

       

      Section
        9.7.  Limitation
        on Suits.

       

      Any
        other
        provision of this Indenture to the contrary notwithstanding, a Noteholder
        may
        pursue a remedy with respect to this Indenture or the Notes only
        if:

       

      (a) The
        Noteholder gives to the Indenture Trustee written notice of a continuing
        Event
        of Default;

       

      (b) The
        Noteholders of at least 25% in principal amount of all then outstanding Notes
        of
        such Series make a written request to the Indenture Trustee to pursue the
        remedy;

       

      
        
          
          

        

        
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      (c) Such
        Noteholder or Noteholders offer and, if requested, provide to the Indenture
        Trustee indemnity satisfactory to the Indenture Trustee against any loss,
        liability or expense;

       

      (d) The
        Indenture Trustee does not comply with the request within 45 days after receipt
        of the request and the offer and, if requested, the provision of indemnity,
        and

       

      (e) During
        such 45-day period the Required Noteholders does not give the Indenture Trustee
        a direction inconsistent with the request.

       

      A
        Noteholder may not use this Indenture to prejudice the rights of another
        Noteholder or to obtain a preference or priority over another
        Noteholder.

       

      Section
        9.8.  Unconditional
        Rights of Holders to Receive Payment: Withholding Taxes.

       

      (a) Notwithstanding
        any other provision of this Indenture, except for clause (b) below, the right
        of
        any Noteholder of a Note to receive payment of principal and interest on
        the
        Note, on or after the respective due dates expressed in the Note, or to bring
        suit for the enforcement of any such payment on or after such respective
        dates,
        is absolute and unconditional and shall not be impaired or affected without
        the
        consent of the Noteholder.

       

      (b) The
        Paying Agent agrees, to the extent required by applicable law, to withhold
        from
        each payment due hereunder or under any Note, United States withholding taxes
        at
        the appropriate rate, and, on a timely basis, to deposit such amounts with
        an
        authorized depository and make such reports, filings and other reports in
        connection therewith, and in the manner, required under applicable law. The
        Paying Agent shall promptly furnish each Noteholder (but in no event later
        than
        the date 30 days after the due date thereof) a U.S. Treasury Form 1042S and
        Form
        8109-B (or similar forms as at any relevant time in effect), if applicable,
        indicating payment in full of any taxes withheld from any payments by the
        Paying
        Agent to such Persons together with all such other information and documents
        reasonably requested by such Noteholder and necessary or appropriate to enable
        such Noteholder to substantiate a claim for credit or deduction with respect
        thereto for income tax purposes of any jurisdiction with respect to which
        such
        Noteholder is required to file a tax return. In the event that a Noteholder
        which is not a United States Person (as defined in Code Section 7701(a)(30))
        has
        furnished to the Paying Agent a properly completed and currently effective
        U.S.
        Treasury Form 1001 (or such successor Form or Forms as may be required by
        the
        United States Treasury Department) during the calendar year in which the
        payment
        is made, or in either of the two preceding calendar years, and has not notified
        the Paying Agent of the withdrawal or inaccuracy of such Form prior to the
        date
        of each interest payment, only the amount, if any, required by applicable
        law
        shall be withheld from payments under the Notes held by such Noteholder in
        respect of United States federal income tax. In the event that a Noteholder
        (x)
        which is not a United States Person has furnished to the Paying Agent a properly
        completed and currently effective U.S. Treasury Form 4224 in duplicate (or
        such
        successor certificate or Form or Forms as may be required by the United States
        Treasury Department as necessary in order to avoid withholding of United
        States
        federal income tax), during the tax year of the Noteholder in which payment
        is
        made and has not notified the Paying Agent of the withdrawal or inaccuracy
        of
        such certificate or Form prior to the date of each interest payment or (y)
        which
        is not a United States Person has furnished to the Paying Agent a properly
        completed and currently effective U.S. Treasury Form W-8 during the calendar
        year in which the payment is made, or in either of the two preceding calendar
        years, no amount shall be withheld from payments under the Notes held by
        such
        Noteholder in respect of United States federal income tax. Notwithstanding
        the
        foregoing, if any Noteholder has notified the Paying Agent that any of the
        foregoing Forms or certificates is withdrawn or inaccurate, or if the Code
        or
        the regulations thereunder or the administrative interpretation thereof are
        at
        any time after the date hereof amended to require such withholding of United
        States federal income taxes from payments under the Notes held by such
        Noteholder, or if such withholding is otherwise required under applicable
        law,
        the Paying Agent agrees to withhold from each payment due to the relevant
        Noteholder withholding taxes at the appropriate rate under applicable law,
        and
        will, as more fully provided above, on a timely basis, deposit such amounts
        with
        an authorized depository and make such reports, filings and other reports
        in
        connection therewith, and in the manner required under applicable law. The
        Indenture Trustee hereby agrees to use its best efforts (without incurring
        liability for a failure to do so) to inform the Paying Agent and the affected
        Noteholder or Noteholders if the Indenture Trustee has failed to receive
        any of
        Form 1001, 4224 or W-8 from a Noteholder prior to the date of an interest
        payment to such Noteholder.

       

      
        
          
          

        

        
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      Section
        9.9.  Reserved.

       

      Section
        9.10.  The
        Indenture Trustee May File Proofs of Claim.

       

      The
        Indenture Trustee is authorized to file such proofs of claim and other papers
        or
        documents as may be necessary or advisable in order to have the claims of
        the
        Indenture Trustee (including any claim for the reasonable compensation,
        expenses, disbursements and advances of the Indenture Trustee, its agents
        and
        counsel) allowed in any judicial proceedings relative to the Issuer (or any
        other obligor upon the Notes), its creditors or its property, and shall be
        entitled and empowered to collect, receive and distribute any money or other
        property payable or deliverable on any such claim. To the extent that the
        payment of any such compensation, expenses, disbursements and advances of
        the
        Indenture Trustee, its agents and counsel, and any other amounts due the
        Indenture Trustee under Section 10.5 hereof out of the estate in any such
        proceeding, shall be denied for any reason, payment of the same shall be
        secured
        by a Lien on, and shall be paid out of, any and all distributions, dividends,
        money, Notes and other properties which the Noteholders of the Notes may
        be
        entitled to receive in such proceeding whether in liquidation or under any
        plan
        of reorganization or arrangement or otherwise. Nothing herein contained shall
        be
        deemed to authorize the Indenture Trustee to authorize or consent to or accept
        or adopt on behalf of any Noteholder any plan of reorganization, arrangement,
        adjustment or composition, affecting the Notes or the rights of any Noteholder
        thereof, or to authorize the Indenture Trustee to vote in respect of the
        claim
        of any Noteholder in any such proceeding.

       

      Section
        9.11.  Priorities.

       

      If
        the
        Indenture Trustee collects any money pursuant to this Article, the Indenture
        Trustee shall pay out the money to the Collateral Agent who shall distribute
        such money in accordance with the provisions of Article 5 of this
        Indenture.

       

      
        
          
          

        

        
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      Section
        9.12.  Undertaking
        for Costs.

       

      In
        any
        suit for the enforcement of any right or remedy under this Indenture or in
        any
        suit against the Indenture Trustee for any action taken or omitted by it
        as an
        Indenture Trustee, a court in its discretion may require the filing by any
        party
        litigant in the suit of any undertaking to pay the costs of the suit, and
        the
        court in its discretion may assess reasonable costs, including reasonable
        attorneys’ fees and expenses, against any party litigant in the suit, having due
        regard to the merits and good faith of the claims or defenses made by the
        party
        litigant. This Section does not apply to a suit by the Indenture Trustee,
        or a
        suit by a Noteholder pursuant to Section
        9.7.

       

      Section
        9.13.  Rights
        and Remedies Cumulative.

       

      No
        right
        or remedy herein conferred upon or reserved to the Indenture Trustee or to
        the
        holders of Notes is intended to be exclusive of any other right or remedy,
        and
        every right or remedy shall, to the extent permitted by law, be cumulative
        and
        in addition to every other right and remedy given under this Indenture or
        now or
        hereafter existing at law or in equity or otherwise. The assertion or employment
        of any right or remedy under this Indenture, or otherwise, shall not prevent
        the
        concurrent assertion or employment of any other appropriate right or
        remedy.

       

      Section
        9.14.  Delay
        or
        Omission Not Waiver.

       

      No
        delay
        or omission of the Indenture Trustee or of any holder of any Note to exercise
        any right or remedy accruing upon any Event of Default shall impair any such
        right or remedy or constitute a waiver of any such Event of Default or an
        acquiescence therein. Every right and remedy given by this Article
        9
        or by
        law to the Indenture Trustee or to the holders of Notes may be exercised
        from
        time to time, and as often as may be deemed expedient, by the Indenture Trustee
        or by the holders of Notes, as the case may be.

       

      ARTICLE
        10.

       

      THE
        INDENTURE TRUSTEE

       

      Section
        10.1.  Duties
        of
        the Indenture Trustee.

       

      (a) If
        an
        Event of Default has occurred and is continuing, the Indenture Trustee shall
        exercise such of the rights and powers vested in it by this Indenture, and
        use
        the same degree of care and skill in their exercise, as a prudent person
        would
        exercise or use under the circumstances in the conduct of such person’s own
        affairs; provided,
        however,
        that
        the Indenture Trustee shall have no liability in connection with any action
        or
        inaction taken, or not taken, by it upon the deemed occurrence of an Event
        of
        Default of which a Trust Officer has not received written notice; and
provided,
        further
        that the
        preceding sentence shall not have the effect of insulating the Indenture
        Trustee
        from liability arising out of the Indenture Trustee’s negligence or willful
        misconduct.

       

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

       

      
        
          
          

        

        
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      (i) The
        Indenture Trustee undertakes to perform only those duties that are specifically
        set forth in this Indenture and no others, and no implied covenants or
        obligations shall be read into this Indenture against the Indenture Trustee;
        and

       

      (ii) In
        the
        absence of bad faith on its part, the Indenture Trustee may conclusively
        rely,
        as to the truth of the statements and the correctness of the opinions expressed
        therein, upon certificates or opinions furnished to the Indenture Trustee
        and
        conforming to the requirements of this Indenture. However, in the case of
        any
        such certificates or opinions which by any provision hereof are specifically
        required to be furnished to the Indenture Trustee, the Indenture Trustee
        shall
        be under a duty to examine the same to determine whether or not they conform
        to
        the requirements of this Indenture. The Indenture Trustee shall examine the
        certificates and opinions to determine whether or not they conform to the
        requirements of this Indenture (but need not confirm or investigate the accuracy
        of mathematical calculations or other facts stated therein).

       

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

       

      (i) This
        clause does not limit the effect of clause
        (b)
        of this
Section
        10.1.

       

      (ii) The
        Indenture Trustee shall not be liable for any error of judgment made in good
        faith by a Trust Officer, unless it is proved that the Indenture Trustee
        was
        negligent in ascertaining the pertinent facts.

       

      (iii) The
        Indenture Trustee shall not be liable with respect to any action it takes
        or
        omits to take in good faith in accordance with a direction received by it
        hereunder.

       

      (iv) The
        Indenture Trustee shall not be charged with knowledge of any default under
        any
        Program Document, unless a Trust Officer of the Indenture Trustee receives
        written notice of such default.

       

      (d) Notwithstanding
        anything to the contrary contained in this Indenture or any of the Program
        Documents, no provision of this Indenture shall require the Indenture Trustee
        to
        expend or risk its own funds or incur any liability. The Indenture Trustee
        may
        refuse to perform any duty or exercise any right or power unless it receives
        indemnity satisfactory to it against any loss, liability or
        expense.

       

      (e) In
        the
        event that the Paying Agent or the Transfer Agent and Registrar shall fail
        to
        perform any obligation, duty or agreement in the manner or on the day required
        to be performed by the Paying Agent or the Transfer Agent and Registrar,
        as the
        case may be, under this Indenture, the Indenture Trustee shall be obligated
        as
        soon as practicable upon actual knowledge of a Trust Officer thereof and
        receipt
        of appropriate records and information, if any, to perform such obligation,
        duty
        or agreement in the manner so required.

       

      (f) Subject
        to Section
        10.3,
        all
        moneys received by the Indenture Trustee shall, until used or applied as
        herein
        provided, be held in trust for the purposes for which they were received,
        but
        need not be segregated from other funds except to the extent required by
        law or
        the Program Documents. The Indenture Trustee may allow and credit to the
        Issuer
        interest agreed upon in writing by the Issuer and the Indenture Trustee from
        time to time as may be permitted by law.

       

      
        
          
          

        

        
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      Section
        10.2.  Rights
        of
        the Indenture Trustee.

       

      Except
        as
        otherwise provided by Section 10.1:

       

      (a) The
        Indenture Trustee may conclusively rely and shall be fully protected in acting
        or refraining from acting based upon any document believed by it to be genuine
        and to have been signed by or presented by the proper person.

       

      (b) The
        Indenture Trustee may consult with counsel of its selection and the advice
        of
        such counsel or any Opinion of Counsel shall be full and complete authorization
        and protection from liability in respect of any action taken, suffered or
        omitted by it hereunder in good faith and in reliance thereon.

       

      (c) The
        Indenture Trustee may act through agents, custodians and nominees and shall
        not
        be liable for any misconduct or negligence on the part of, or for the
        supervision of, any such agent, custodian or nominee so long as such agent,
        custodian or nominee is appointed with due care. The Indenture Trustee shall
        provide written notice to S&P, Moody’s and Fitch of any such appointment
        and, if practicable, shall provide prior written notice to S&P, Moody’s and
        Fitch of any such appointment.

       

      (d) The
        Indenture Trustee shall not be liable for any action it takes or omits to
        take
        in good faith which it believes to be authorized or within its rights or
        powers
        conferred upon it by the Indenture.

       

      (e) The
        Indenture Trustee shall be under no obligation to exercise any of the rights
        or
        powers vested in it by this Indenture or any Supplement, or to institute,
        conduct or defend any litigation hereunder or in relation hereto, at the
        request, order or direction of any of the Noteholders, pursuant to the
        provisions of this Indenture or any Supplement, unless such Noteholders shall
        have offered to the Indenture Trustee security or indemnity satisfactory
        to the
        Indenture Trustee against the costs, expenses and liabilities which may be
        incurred therein or thereby; nothing contained herein shall, however, relieve
        the Indenture Trustee of the obligations, upon the occurrence of a default
        by
        the Issuer (which has not been cured), to exercise such of the rights and
        powers
        vested in it by this Indenture or any Supplement, and to use the same degree
        of
        care and skill in their exercise as a prudent person would exercise or use
        under
        the circumstances in the conduct of such person’s own affairs.

       

      (f) The
        Indenture Trustee shall not be bound to make any investigation into the facts
        of
        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 so to do by the Required Noteholders
        of
        any Series which could be adversely affected if the Indenture Trustee does
        not
        perform such acts.

       

      
        
          
          

        

        
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      (g) The
        Indenture Trustee shall not be liable for any losses or liquidation penalties
        in
        connection with Eligible Investments, unless such losses or liquidation
        penalties were incurred through the Indenture Trustee’s own willful misconduct,
        negligence or bad faith.

       

      (h) The
        rights, privileges, protections, immunities and benefits given to the Indenture
        Trustee, including, without limitation, its right to be indemnified, are
        extended to, and shall be enforceable by, the Indenture Trustee in each of
        its
        capacities hereunder, and to each agent, custodian and other Person employed
        to
        act hereunder.

       

      Section
        10.3.  Individual
        Rights of the Indenture Trustee.

       

      The
        Indenture Trustee in its individual or any other capacity may become the
        owner
        or pledgee of Notes and may otherwise deal with the Issuer or an Affiliate
        of
        the Issuer with the same rights it would have if it were not Indenture Trustee.
        Any Agent may do the same with like rights. However, the Indenture Trustee
        is
        subject to Section 10.8.

       

      Section
        10.4.  Notice
        of
        Events of Default and Potential Events of Default.

       

      If
        an
        Event of Default or a Potential Event of Default occurs and is continuing
        and if
        a Trust Officer of the Indenture Trustee receives written notice thereof,
        the
        Indenture Trustee shall promptly provide the Collateral Agent, the Noteholders
        and each Rating Agency with notice of such Event of Default or the Potential
        Event of Default, if such Notes are represented by a Global Note, by telephone
        and facsimile, and, if such Notes are represented by Definitive Notes, by
        first
        class mail.

       

      Section
        10.5.  Compensation.

       

      (a) The
        Issuer shall promptly pay to the Indenture Trustee from time to time
        compensation for its acceptance of this Indenture and services hereunder
        as
        agreed in writing between the Issuer and the Indenture Trustee, as may be
        amended from time to time. The Indenture Trustee’s compensation shall not be
        limited by any law on compensation of an Indenture Trustee of an express
        trust.
        The Issuer shall reimburse the Indenture Trustee promptly upon request for
        all
        reasonable disbursements, advances and expenses incurred or made by it in
        addition to the compensation for its services. Such expenses shall include
        the
        reasonable compensation, disbursements and expenses of the Indenture Trustee’s
        agents and counsel.

       

      (b) The
        Issuer shall not be required to reimburse any expense or indemnify the Indenture
        Trustee against any loss, liability, or expense incurred by the Indenture
        Trustee through the Indenture Trustee’s own willful misconduct, gross negligence
        or bad faith.

       

      (c) When
        the
        Indenture Trustee incurs expenses or renders services after an Event of Default
        occurs, the expenses and the compensation for the services are intended to
        constitute expenses of administration under the Bankruptcy Code.

       

      (d) The
        provisions of this Section
        10.5
        shall
        survive the termination of this Indenture and the resignation and removal
        of the
        Indenture Trustee.

       

      
        
          
          

        

        
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      Section
        10.6.  Replacement
        of the Indenture Trustee.

       

      (a) A
        resignation or removal of the Indenture Trustee and appointment of a successor
        Indenture Trustee shall become effective only upon the successor Indenture
        Trustee’s acceptance of appointment as provided in this Section
        10.6
        and the
        satisfaction of the Rating Agency Consent Condition.

       

      (b) The
        Indenture Trustee may, after giving sixty (60) days prior written notice
        to the
        Issuer, each Noteholder and each Rating Agency, resign at any time and be
        discharged from the trust hereby created by so notifying the Issuer, the
        Collateral Agent and the Agent; provided,
        however,
        that no
        such resignation of the Indenture Trustee shall be effective until a successor
        Indenture Trustee has assumed the obligations of the Indenture Trustee
        hereunder. The Required Noteholders may remove the Indenture Trustee by so
        notifying the Indenture Trustee, the Collateral Agent, the Issuer and each
        Rating Agency. The Issuer may remove the Indenture Trustee upon notice to
        each
        Rating Agency if:

       

      (i) the
        Indenture Trustee fails to comply with Section
        10.8;

       

      (ii) the
        Indenture Trustee is adjudged a bankrupt or an insolvent or an order for
        relief
        is entered with respect to the Indenture Trustee under the Bankruptcy
        Code;

       

      (iii) a
        custodian or public officer takes charge of the Indenture Trustee or its
        property; or

       

      (iv) the
        Indenture Trustee becomes incapable of acting.

       

      If
        the
        Indenture Trustee resigns or is removed or if a vacancy exists in the office
        of
        the Indenture Trustee for any reason, the Issuer shall promptly appoint a
        successor Indenture Trustee. Within one year after the successor Indenture
        Trustee takes office, the Required Noteholders may appoint a successor Indenture
        Trustee to replace the successor Indenture Trustee appointed by the
        Issuer.

       

      (c) If
        a
        successor Indenture Trustee does not take office within 30 days after the
        retiring Indenture Trustee resigns or is removed, the retiring Indenture
        Trustee, the Issuer or any Noteholder may petition, at the expense of the
        Issuer, any court of competent jurisdiction for the appointment of a successor
        Indenture Trustee.

       

      (d) If
        the
        Indenture Trustee after written request by any Noteholder who has been a
        Noteholder for at least six months fails to comply with Section
        10.8,
        such
        Noteholder may petition any court of competent jurisdiction for the removal
        of
        the Indenture Trustee and the appointment of a successor Indenture
        Trustee.

       

      (e) A
        successor Indenture Trustee shall deliver a written acceptance of its
        appointment to the retiring Indenture Trustee, the Collateral Agent, and
        to the
        Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee
        shall become effective, and the successor Indenture Trustee shall have all
        the
        rights, powers and duties of the Indenture Trustee under this Indenture and
        any
        Supplement. The successor Indenture Trustee shall mail a notice of its
        succession to Noteholders. The retiring Indenture Trustee shall promptly
        transfer all property held by it as Indenture Trustee to the successor Indenture
        Trustee; provided,
        however,
        that
        all sums owing to the retiring Indenture Trustee hereunder have been paid.
        Notwithstanding replacement of the Indenture Trustee pursuant to this
Section
        10.6,
        the
        Issuer’s obligations under Section
        10.5
        hereof
        shall continue for the benefit of the retiring Indenture Trustee.

       

      
        
          
          

        

        
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      Section
        10.7.  Successor
        Indenture Trustee by Merger, etc.

       

      Subject
        to Section 10.8, if the Indenture Trustee consolidates, merges or converts
        into,
        or transfers all or substantially all of its corporate trust business to,
        another corporation, the successor corporation without any further act shall
        be
        the successor Indenture Trustee.

       

      Section
        10.8.  Eligibility
        Disqualification.

       

      (a) There
        shall at all times be an Indenture Trustee hereunder which shall (i) be a
        corporation organized and doing business under the laws of the United States
        of
        America or of any state thereof authorized under such laws to exercise corporate
        Indenture Trustee power, (ii) be subject to supervision or examination by
        Federal or state authority and shall have a combined capital and surplus
        of at
        least $50,000,000 as set forth in its most recent published annual report
        of
        condition and (iii) so long as any Commercial Paper Notes are outstanding,
        have
        a rating of not less than Baa3 from Moody’s.

       

      (b) At
        any
        time the Indenture Trustee shall cease to satisfy the eligibility requirements
        of clauses
        (a)(i)
        or
(a)(ii)
        above,
        the Indenture Trustee shall resign immediately in the manner and with the
        effect
        specified in Section
        10.6.

       

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

       

      (a) Notwithstanding
        any other provisions of this Indenture or any Supplement, at any time, for
        the
        purpose of meeting any legal requirements of any jurisdiction, the Indenture
        Trustee shall have the power and may execute and deliver all instruments
        to
        appoint one or more persons to act as a co-Indenture Trustee or co-Indenture
        Trustees, or separate Indenture Trustee or separate Indenture Trustees, and
        to
        vest in such Person or Persons, subject to the other provisions of this
Section
        10.9,
        such
        powers, duties, obligations, rights and trusts as the Indenture Trustee may
        consider necessary or desirable. No co-Indenture Trustee or separate Indenture
        Trustee hereunder shall be required to meet the terms of eligibility as a
        successor Indenture Trustee under Section
        10.8
        and no
        notice to Noteholders of the appointment of any co-Indenture Trustee or separate
        Indenture Trustee shall be required under Section
        10.6.

       

      (b) Every
        separate Indenture Trustee and co-Indenture Trustee shall, to the extent
        permitted by law, be appointed and act subject to the following provisions
        and
        conditions:

       

      (i) The
        Notes
        of each Series shall be authenticated and delivered solely by the Indenture
        Trustee or an authenticating agent appointed by the Indenture
        Trustee;

       

      (ii) All
        rights, powers, duties and obligations conferred or imposed upon the Indenture
        Trustee shall be conferred or imposed upon and exercised or performed by
        the
        Indenture Trustee and such separate Indenture Trustee or co-Indenture Trustee
        jointly (it being understood that such separate Indenture Trustee or
        co-Indenture Trustee is not authorized to act separately without the Indenture
        Trustee joining in such act), except to the extent that under any law of
        any
        jurisdiction in which any particular act or acts are to be performed, the
        Indenture Trustee shall be incompetent or unqualified to perform, such act
        or
        acts, in which event such rights, powers, duties and obligations (including
        the
        holding of title to the Assets or any portion thereof in any such jurisdiction)
        shall be exercised and performed singly by such separate Indenture Trustee
        or
        co-Indenture Trustee, but solely at the direction of the Indenture
        Trustee;

       

      
        
          
          

        

        
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      (iii) No
        Indenture Trustee hereunder shall be personally liable by reason of any act
        or
        omission of any other Indenture Trustee hereunder, and

       

      (iv) The
        Indenture Trustee may at any time accept the resignation of or remove any
        separate Indenture Trustee or co-Indenture Trustee.

       

      (c) Any
        notice, request or other writing given to the Indenture Trustee shall be
        deemed
        to have been given to each of the then separate Indenture Trustees and
        co-Indenture Trustees, as effectively as if given to each of them. Every
        instrument appointing any separate Indenture Trustee or co-Indenture Trustee
        shall refer to this Indenture and the conditions of this Article
        10.
        Each
        separate Indenture Trustee and co-Indenture Trustee, upon its acceptance
        of the
        trusts conferred, shall be vested with the estates or property specified
        in its
        instrument of appointment, either jointly with the Indenture Trustee or
        separately, as may be provided therein, subject to all the provisions of
        this
        Indenture and any Supplement, specifically including every provision of this
        Indenture or any Supplement relating to the conduct of, affecting the liability
        of, or affording protection to, the Indenture Trustee. Every such instrument
        shall be filed with the Indenture Trustee.

       

      (d) Any
        separate Indenture Trustee or co-Indenture Trustee may at any time constitute
        the Indenture Trustee, its agent or attorney-in-fact with full power and
        authority, to the extent not prohibited by law, to do any lawful act under
        or in
        respect to this Indenture or any Supplement on its behalf and in its name.
        If
        any separate Indenture Trustee or co-Indenture Trustee shall die, become
        incapable of acting, resign or be removed, all of its estates, properties,
        rights, remedies and trusts shall vest in and be exercised by the Indenture
        Trustee, to the extent permitted by law, without the appointment of a new
        or
        successor Indenture Trustee.

       

      (e) In
        connection with the appointment of a co-Indenture Trustee, the Indenture
        Trustee
        may, at any time, without notice to the Noteholders, delegate its duties
        under
        this Base Indenture and any Supplement to any Person who agrees to conduct
        such
        duties in accordance with the terms hereof; provided,
        however,
        that no
        such delegation shall relieve the Indenture Trustee of its obligations and
        responsibilities hereunder with respect to any such delegated
        duties.

       

      Section
        10.10.  Representations
        and Warranties of Indenture Trustee.

       

      The
        Indenture Trustee represents and warrants to the Collateral Agent, the Issuer
        and the Noteholders that:

       

      
        
          
          

        

        
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      (i) The
        Indenture Trustee is a banking corporation organized, existing and in good
        standing under the laws of the State of New York;

       

      (ii) The
        Indenture Trustee has full power, authority and right to execute, deliver
        and
        perform this Indenture and any Supplement issued concurrently with this
        Indenture and to authenticate the Notes, and has taken all necessary action
        to
        authorize the execution, delivery and performance by it of this Indenture
        and
        any Supplement issued concurrently with this Indenture and to authenticate
        the
        Notes;

       

      (iii) This
        Indenture has been duly executed and delivered by the Indenture Trustee;
        and

       

      (iv) The
        Indenture Trustee meets the requirements of eligibility as an Indenture Trustee
        hereunder set forth in Section
        10.8
        hereof.

       

      Section
        10.11.  The
        Issuer Indemnification of the Indenture Trustee.

       

      The
        Issuer shall indemnify and hold harmless the Indenture Trustee and its
        directors, officers, agents and employees from and against any and all loss,
        claim, liability, expense, including taxes (other than taxes based on the
        income
        of the Indenture Trustee), damage or injury suffered or sustained by reason
        of
        any acts, omissions or alleged acts or omissions arising out of the acceptance
        of the trusts hereunder or activities of the Indenture Trustee pursuant to
        this
        Indenture or any Supplement, including but not limited to any judgment, award,
        settlement, reasonable attorneys’ fees and expenses and other costs or expenses
        incurred in connection with the defense of any actual or threatened action,
        proceeding or claim (whether asserted by the Company, the Issuer, a Note
        Owner
        or any other Person); provided, however, that the Issuer shall not indemnify
        the
        Indenture Trustee or its directors, officers, employees or agents if such
        acts,
        omissions or alleged acts or omissions constitute bad faith, negligence or
        willful misconduct by the Indenture Trustee. The indemnity provided herein
        shall
        survive the termination of this Indenture and the resignation and removal
        of the
        Indenture Trustee.

       

      ARTICLE
        11.

       

      DISCHARGE
        OF INDENTURE

       

      Section
        11.1.  Termination
        of the Issuer’s Obligations.

       

      (a) This
        Indenture shall cease to be of further effect (except that the Issuer’s
        obligations under Section
        10.5
        and
Section
        10.11
        and the
        Indenture Trustee’s and Paying Agent’s obligations under Section
        11.3
        shall
        survive) when all outstanding Notes theretofore authenticated and issued
        have
        been delivered (other than destroyed, lost or stolen Notes which have been
        replaced or paid) to the Indenture Trustee for cancellation and the Issuer
        has
        paid all sums payable hereunder.

       

      (b) In
        addition, except as may be provided to the contrary in any Supplement, the
        Issuer may terminate all of its obligations under this Indenture
        if:

       

      
        
          
          

        

        
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      (i) The
        Issuer irrevocably deposits in trust with the Indenture Trustee or another
        trustee under the terms of an irrevocable trust agreement in form and substance
        satisfactory to the Indenture Trustee, money or U.S. Government Obligations
        in
        an amount sufficient, in the opinion of a nationally recognized firm of
        independent certified public accountants expressed in a written certification
        thereof delivered to the Indenture Trustee, to pay, when due, principal,
        premium, if any, and interest on the Notes to maturity or repurchase, as
        the
        case may be, and to pay all other sums payable by it hereunder; provided,
        however,
        that
        (1) such trustee of the irrevocable trust shall have been irrevocably instructed
        to pay such money or the proceeds of such U.S. Government Obligations to
        the
        Indenture Trustee and (2) such trustee shall have been irrevocably instructed
        to
        apply such money or the proceeds of such U.S. Government Obligations to the
        payment of said principal and interest with respect to the Notes;

       

      (ii) The
        Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that
        all conditions precedent to satisfaction and discharge of this Indenture
        have
        been complied with, and an Opinion of Counsel to the same effect;

       

      (iii) The
        Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that
        no Potential Event of Default or Event of Default, in either case, described
        in
Section 9.1(d)
        shall
        have occurred and be continuing on the date of such deposit; and

       

      (iv) The
        Rating Agency Consent Condition, is satisfied.

       

      Then,
        this Indenture shall cease to be of further effect (except as provided in
        this
Section
        11.1),
        and
        the Indenture Trustee, on demand of the Issuer, shall execute proper instruments
        acknowledging confirmation of and discharge under this Indenture.

       

      (c) After
        such irrevocable deposit made pursuant to Section
        11.1(b)
        and
        satisfaction of the other conditions set forth herein, the Indenture Trustee
        upon request shall acknowledge in writing the discharge of the Issuer’s
        obligations under this Indenture except for those surviving obligations
        specified above.

       

      In
        order
        to have money available on a payment date to pay principal, premium, if any,
        or
        interest on the Notes, the U.S. Government Obligations shall be payable as
        to
        principal or interest at least one Business Day before such payment date
        in such
        amounts as will provide the necessary money. U.S. Government Obligations
        shall
        not be callable at the Issuer’s option.

       

      Section
        11.2.  Application
        of Trust Money.

       

      The
        Indenture Trustee or another trustee satisfactory to the Indenture Issuer
        and
        the Issuer shall hold in trust money or U.S. Government Obligations deposited
        with it pursuant to Section 11.1. The Indenture Trustee shall apply the
        deposited money and the money from U.S. Government Obligations through the
        Paying Agent in accordance with this Indenture to the payment of principal
        and
        interest on the Notes.

       

      The
        provisions of this Section 11.2 shall survive the expiration or earlier
        termination of this Indenture.

       

      
        
          
          

        

        
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      Money
        held by the Indenture Trustee in trust hereunder need not be segregated from
        other funds except to the extent required by law. The Indenture Trustee shall
        be
        under no liability for interest on any money received by it hereunder except
        as
        otherwise agreed in writing with the Issuer.

       

      Section
        11.3.  Repayment
        to the Issuer.

       

      The
        Indenture Trustee and the Paying Agent shall promptly pay to the Issuer upon
        written request any excess money or, pursuant to Sections 2.11 and 2.14,
        return
        any Notes held by them at any time.

       

      Subject
        to Section 2.7(c), the Indenture Trustee and the Paying Agent shall pay to
        the
        Issuer upon written request any money held by them for the payment of principal
        or interest that remains unclaimed for two years after the date upon which
        such
        payment shall have become due.

       

      The
        provisions of this Section 11.3 shall survive the expiration or earlier
        termination of this Indenture.

       

      ARTICLE
        12.

       

      AMENDMENTS

       

      Section
        12.1.  Without
        Consent of the Noteholders.

       

      Without
        the consent of any Noteholder, the Issuer, the Indenture Trustee, and any
        applicable Enhancement Provider, at any time and from time to time, may enter
        into one or more Supplements hereto, in form satisfactory to the Indenture
        Trustee, for any of the following purposes, provided that (i) with respect
        to
clause
        (a)
        below,
        the Rating Agency Confirmation Condition is met and (ii) with respect to
        clauses
        (b)
        to
(f)
        below,
        the Rating Agency Consent Condition is met:

       

      (a) to
        create
        a new Series of Notes;

       

      (b) to
        cure
        any ambiguity, defect, or inconsistency or to correct or supplement any
        provision contained herein or in any Supplement or in any Notes issued
        hereunder;

       

      (c) to
        provide for uncertificated Notes in addition to certificated Notes;

       

      (d) to
        add to
        or change any of the provisions of the Indenture to such extent as shall
        be
        necessary to permit or facilitate the issuance of Notes in bearer form,
        registrable or not registrable as to principal, and with or without interest
        coupons;

       

      (e) to
        evidence and provide for the acceptance of appointment hereunder by a successor
        Indenture Trustee with respect to the Notes of one or more Series and to
        add to
        or change any of the provisions of the Indenture as shall be necessary to
        provide for or facilitate the administration of the trusts hereunder by more
        than one Indenture Trustee; or

       

      
        
          
          

        

        
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      (f) to
        correct or supplement any provision herein which may be inconsistent with
        any
        other provision herein or to make any other provisions with respect to matters
        or questions arising under this Indenture;

       

      provided,
        however,
        that,
        as evidenced by an Opinion of Counsel, such action shall not adversely affect
        in
        any material respect the interests of any Noteholders. Upon the request of
        the
        Issuer, and upon receipt by the Indenture Trustee of the documents described
        in
Section
        2.2
        hereof,
        the Indenture Trustee shall join with the Issuer in the execution of any
        Supplement authorized or permitted by the terms of this Indenture.

       

      Section
        12.2.  With
        Consent of the Noteholders.

       

      Except
        as
        provided in Section 12.1 and except as may be provided in any other Program
        Document, the provisions of this Indenture and any Supplement (unless otherwise
        provided in such Supplement) and each other Program Document to which the
        Issuer
        is a party may from time to time be amended, modified or waived, if such
        amendment, modification or waiver is in writing and consented to in writing
        by
        the Issuer, the Indenture Trustee, any applicable Enhancement Provider, and
        Required Noteholders (and the Required Noteholders of a Series of Notes,
        in
        respect of any amendment to this Indenture, the Supplement with respect to
        such
        Series of Notes or any Program Document which affects only the Noteholders
        of
        such Series of Notes and does not affect the Noteholders of any other Series
        of
        Notes, as substantiated by an Opinion of Counsel to such effect, which Opinion
        of Counsel may, to the extent same is based on any factual matter, rely upon
        an
        Officer’s Certificate as to the truth of such factual matter) and provided that
        the Rating Agency Consent Condition is satisfied. Notwithstanding the
        foregoing:

       

      (i) any
        modification of this Section
        12.2,
        any
        requirement hereunder that any particular action be taken by Noteholders
        holding
        the relevant percentage in principal amount of the Notes or any change in
        the
        applicable amount of Enhancement shall require the consent of each affected
        Noteholder, and

       

      (ii) any
        amendment, waiver or other modification that would (a) extend the due date
        for,
        or reduce the amount of any scheduled repayment or prepayment of principal
        of or
        interest on any Note (or reduce the principal amount of or rate of interest
        on
        any Note) shall require the consent of each affected Noteholder; (b) approve
        the
        assignment or transfer by the Issuer of any of its rights or obligations
        hereunder or under any other Program Document to which it is a party except
        pursuant to the express terms hereof or thereof shall require the consent
        of
        each Noteholder; (c) release any obligor under any Program Document to which
        it
        is a party except pursuant to the express terms of such Program Document
        shall
        require the consent of each Noteholder; provided,
        however,
        that
        the Liens on the Collateral may be released as provided in the Security
        Agreement; (d) affect adversely the interests, rights or obligations of any
        Noteholder individually in comparison to any other Noteholder shall require
        the
        consent of such Noteholder; or (e) amend or otherwise modify any Event of
        Default shall require the consent of each affected Noteholder.

       

      
        
          
          

        

        
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      No
        failure or delay on the part of any Noteholder or the Indenture Trustee in
        exercising any power or right under this Indenture or any other Program Document
        shall operate as a waiver thereof, nor shall any single or partial exercise
        of
        any such power or right preclude any other or further exercise thereof or
        the
        exercise of any other power or right.

       

      Section
        12.3.  Supplements.

       

      Each
        amendment or other modification to this Indenture or the Notes shall be set
        forth in a Supplement. The initial effectiveness of each Supplement shall
        be
        subject to the satisfaction of the Rating Agency Consent Condition. In addition
        to the manner provided in Sections 12.1 and 12.2, each Supplement may be
        amended
        as provided for in such Supplement.

       

      Section
        12.4.  Revocation
        and Effect of Consents.

       

      Until
        an
        amendment or waiver becomes effective, a consent to it by a Noteholder of
        a Note
        is a continuing consent by the Noteholder and every subsequent Noteholder
        of a
        Note or portion of a Note that evidences the same debt as the consenting
        Noteholder’s Note, even if notation of the consent is not made on any Note.
        However, any such Noteholder or subsequent Noteholder may revoke the consent
        as
        to his Note or portion of a Note if the Indenture Trustee receives written
        notice of revocation before the date the amendment or waiver becomes effective.
        An amendment or waiver becomes effective in accordance with its terms and
        thereafter binds every Noteholder. The Issuer may fix a record date for
        determining which Noteholders must consent to such amendment or
        waiver.

       

      Section
        12.5.  Notation
        on or Exchange of Notes.

       

      The
        Indenture Trustee may place an appropriate notation about an amendment or
        waiver
        on any Note thereafter authenticated. The Issuer in exchange for all Notes
        may
        issue and the Indenture Trustee shall authenticate new Notes that reflect
        the
        amendment or waiver. Failure to make the appropriate notation or issue a
        new
        Note shall not affect the validity and effect of such amendment or
        waiver.

       

      Section
        12.6.  The
        Indenture Trustee to Sign Amendments, etc.

       

      The
        Indenture Trustee shall sign any Supplement authorized pursuant to this Article
        12 if the Supplement does not adversely affect the rights, duties, liabilities
        or immunities of the Indenture Trustee. If it does, the Indenture Trustee
        may,
        but need not, sign it. In signing such Supplement, the Indenture Trustee
        shall
        receive an indemnity reasonably satisfactory to it and to receive and, subject
        to Section 10.1, shall be fully protected in relying upon, an Officer’s
        Certificate and an Opinion of Counsel as conclusive evidence that such
        Supplement is authorized or permitted by this Indenture and that it will
        be
        valid and binding upon the Issuer in accordance with its terms.

       

      
        
          
          

        

        
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      ARTICLE
        13.

       

      MISCELLANEOUS

       

      Section
        13.1.  Notices.

       

      (a) Any
        notice or communication by the Issuer or the Indenture Trustee to the other
        shall be in writing and delivered in person or mailed by first-class mail
        (registered or certified, return receipt requested), telecopier or overnight
        air
        courier guaranteeing next day delivery, to the other’s address:

       

      If
        to the
        Issuer:

       

      BISHOP’S
        GATE RESIDENTIAL MORTGAGE TRUST:

      c/o
        First
        Union Trust Company National Association

      Corporate
        Trust/Administration

      1
        Rodney
        Square

      920
        King
        Street

      Wilmington,
        DE 19801

      Attention:
        Edward L. Truitt, Jr.

      Telecopy
        No.: (302) 888-7544

      Telephone
        No.: (302) 888-7539

       

      with
        a
        copy to:

       

      Cendant
        Mortgage Corporation

      c/o
        Cendant Mortgage Services 

      6000
        Atrium Way

      Mt.
        Laurel, NJ 08054

      Attention:
        Joseph E. Suter 

      Telecopy
        No.: (609) 414-4540 

      Telephone
        No.: (609) 414-4170

       

      If
        to the
        Indenture Trustee:

       

      The
        Bank
        of New York

      101
        Barclay Street, Floor 21 West

      New
        York,
        NY 10286

      Attn:
        Corporate Trust Trustee Administration

      Phone:
        (212) 815-5359 

      Fax:
        (212) 815-5915

       

      If
        to an
        Enhancement Provider, at the address provided in the applicable Enhancement
        Agreement.

       

      The
        Issuer or the Indenture Trustee by notice to the other may designate additional
        or different addresses for subsequent notices or communications; provided however,
        the
        Issuer may not at any time designate more than a total of three (3) addresses
        to
        which notices must be sent in order to be effective.

       

      Any
        notice (i) given in person shall be deemed delivered on the date of delivery
        of
        such notice, (ii) given by first class mail shall be deemed given five (5)
        days
        after the date that such notice is mailed, (iii) delivered by telecopier
        shall
        be deemed given on the date of delivery of such notice, and (iv) delivered by
        overnight air courier shall be deemed delivered one Business Day after the
        date
        that such notice is delivered to such overnight courier.

       

      
        
          
          

        

        
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      Notwithstanding
        any provisions of this Indenture to the contrary, the Indenture Trustee shall
        have no liability based upon or arising from the failure to receive any notice
        required by or relating to this Indenture or the Notes.

       

      If
        the
        Issuer mails a notice or communication to Noteholders, it shall mail a copy
        to
        the Indenture Trustee at the same time.

       

      (b) Where
        the
        Indenture provides for notice to Noteholders of any event, such notice shall
        be
        sufficiently given (unless otherwise herein expressly provided) if sent in
        writing and mailed, first-class postage prepaid, to each Noteholder affected
        by
        such event, at its address as it appears in the Note Register, not later
        than
        the latest date, and not earlier than the earliest date, prescribed (if any)
        for
        the giving of such notice. In any case where notice to Noteholder is given
        by
        mail, neither the failure to mail such notice, nor any defect in any notice
        so
        mailed, to any particular Noteholder shall affect the sufficiency of such
        notice
        with respect to other Noteholders, and any notice which is mailed in the
        manner
        herein provided shall be conclusively presumed to have been duly given. Where
        this Indenture provides for notice in any manner, such notice may be waived
        in
        writing by any Person entitled to receive such notice, either before or after
        the event, and such waiver shall be the equivalent of such notice. Waivers
        of
        notice by Noteholders shall be filed with the Indenture Trustee, but such
        filing
        shall not be a condition precedent to the validity of any action taken in
        reliance upon such waiver.

       

      In
        the
        case by reason of the suspension of regular mail service or by reason of
        any
        other cause it shall be impracticable to give such notice by mail, then such
        notification as shall be made that is satisfactory to the Indenture Trustee
        shall constitute a sufficient notification for every purpose
        hereunder.

       

      Section
        13.2.  Communication
        by Noteholders with Other Noteholders.

       

      Noteholders
        may communicate with other Noteholders with respect to their rights under
        this
        Indenture or the Notes.

       

      Section
        13.3.  Certificate
        and Opinion as to Conditions Precedent.

       

      Upon
        any
        request or application by the Issuer to the Indenture Trustee to take any
        action
        under this Indenture, the Issuer shall furnish to the Indenture Trustee an
        Officer’s Certificate in form and substance reasonably satisfactory to the
        Indenture Trustee (which shall include the statements set forth in Section
        13.4)
        stating that, in the opinion of the signers, all conditions precedent and
        covenants, if any, provided for in this Indenture relating to the proposed
        action have been complied with.

       

      Section
        13.4.  Statements
        Required in Certificate.

       

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

       

      
        
          
          

        

        
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      (a) a
        statement that the Person giving such certificate has read such covenant
        or
        condition;

       

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

       

      (c) a
        statement that, in the opinion of such Person, 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

       

      (d) a
        statement as to whether or not, in the opinion of such Person, such condition
        or
        covenant has been complied with.

       

      Section
        13.5.  Rules
        by
        the Indenture Trustee.

       

      The
        Indenture Trustee may make reasonable rules for action by or at a meeting
        of
        Noteholders.

       

      Section
        13.6.  No
        Recourse Against Others.

       

      An
        Authorized Officer, employee or holder of any securities of the Issuer, as
        such,
        shall not have any liability for any obligations of the Issuer under the
        Notes
        or this Indenture or for any claim based on, in respect of or by reason of
        such
        obligations or their creation. Each Noteholder by accepting a Note waives
        and
        releases all such liability.

       

      Section
        13.7.  Duplicate
        Originals.

       

      The
        parties may sign any number of copies of this Indenture. One signed copy
        is
        enough to prove this Indenture.

       

      Section
        13.8.  Benefits
        of Indenture.

       

      Except
        as
        set forth in a Supplement, nothing in this Indenture or in the Notes, expressed
        or implied, shall give to any Person, other than the parties hereto and their
        successors hereunder and the Holders, any benefit or any legal or equitable
        right, remedy or claim under the Indenture.

       

      Section
        13.9.  Payment
        on Business Day.

       

      In
        any
        case where any Distribution Date, redemption date or maturity date of any
        Note
        shall not be a Business Day, then (notwithstanding any other provision of
        this
        Indenture) payment of interest or principal (and premium, if any), as the
        case
        may be, 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 Distribution
        Date,
        redemption date, or maturity date; provided, however, that no interest shall
        accrue for the period from and after such Distribution Date, redemption date,
        or
        maturity date, as the case may be.

       

      
        
          
          

        

        
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      Section
        13.10.  Governing
        Law.

       

      The
        laws
        of the State of New York, including, without limitation, the UCC, but excluding
        any conflicts of laws, shall govern and be used to construe this Indenture
        and
        the Notes and the rights and duties of the Indenture Trustee, Registrar,
        Paying
        Agent and Noteholders.

       

      Section
        13.11.  No
        Adverse Interpretation of Other Agreements.

       

      This
        Indenture may not be used to interpret another indenture, loan or debt agreement
        of the Issuer or an Affiliate of the Issuer. Any such indenture, loan or
        debt
        agreement may not be used to interpret this Indenture.

       

      Section
        13.12.  Successors.

       

      All
        agreements of the Issuer in this Indenture and the Notes shall bind its
        successor, provided, however, the Issuer may not assign its obligations or
        rights under this Indenture or any Program Document. All agreements of the
        Indenture Trustee in this Indenture shall bind its successor.

       

      Section
        13.13.  Severability.

       

      In
        case
        any provision in this Indenture or in the Notes shall be invalid, illegal
        or
        unenforceable, the validity, legality and enforceability of the remaining
        provisions shall not in any way be affected or impaired thereby.

       

      Section
        13.14.  Counterpart
        Originals.

       

      The
        parties may sign any number of copies of this Indenture. Each signed copy
        shall
        be an original, but all of them together represent the same
        agreement.

       

      Section
        13.15.  Table
        of
        Contents, Headings, etc.

       

      The
        Table
        of Contents, Cross-Reference Table, and headings of the Articles and Sections
        of
        this Indenture have been inserted for convenience of reference only, are
        not to
        be considered a part hereof, and shall in no way modify or restrict any of
        the
        terms or provisions hereof.

       

      Section
        13.16.  Security
        Agreement.

       

      By
        acceptance of its Notes issued under this Indenture, each Noteholder agrees
        to
        the terms and conditions contained in Section 8.01 of the Security Agreement
        and
        such terms are incorporated by reference insofar as they relate to the duties
        and obligations of the Noteholders. The Collateral Agent shall be a third
        party
        beneficiary of the terms of this Section 13.16.

       

      
        
          
          

        

        
          -65-

          
            

          

        

        
          
          

        

      

      Section
        13.17.  No
        Bankruptcy Petition Against the Issuer.

       

      Each
        of
        the Noteholders and the Indenture Trustee hereby covenants and agrees that,
        prior to the date which is one year and one day after the payment in full
        of the
        latest maturing Note and Commercial Paper, it will not institute against,
        or
        join with any other Person in instituting, against the Issuer any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceedings, or other
        proceedings, under any Federal or state bankruptcy or similar law; provided,
        however, that nothing in this Section 13.17 shall constitute a waiver of
        any
        right to indemnification, reimbursement or other payment from the Issuer
        pursuant to this Indenture. In the event that any such Noteholder or the
        Indenture Trustee takes action in violation of this Section 13.17, the Issuer
        shall file an answer with the bankruptcy court or otherwise properly contesting
        the filing of such a petition by any such Noteholder or the Indenture Trustee
        against the Issuer or the commencement of such action and raising the defense
        that such Noteholder or the Indenture Trustee has agreed in writing not to
        take
        such action and should be estopped and precluded therefrom and such other
        defenses, if any, as its counsel advises that it may assert. The provisions
        of
        this Section 13.17 shall survive the termination of this Indenture, and the
        resignation or removal of the Indenture Trustee. Nothing contained herein
        shall
        preclude participation by any Noteholder or the Indenture Trustee in the
        assertion or defense of its claims in any such proceeding involving the
        Issuer.

       

      Section
        13.18.  No
        Recourse.

       

      The
        obligations of the Issuer under this Indenture are solely the obligations
        of the
        Issuer. No recourse shall be had for the payment of any amount owing in respect
        of any fee hereunder or any other obligation or claim arising out of or based
        upon this Indenture or any other Program Document against any employee, officer,
        trustee, senior, affiliate, agent or servant of the Issuer. Fees, expenses
        or
        costs payable by the Issuer hereunder shall be payable by the Issuer only
        on a
        Distribution Date and only to the extent that funds are then available or
        thereafter become available for such purpose pursuant to Article 5.

       

      Section
        13.19.  Owner
        Trustee Limitation of Liability.

       

      This
        document or instrument has been executed on behalf of a Delaware business
        trust
        by First Union Trust Company, National Association solely in its capacity
        as
        owner trustee of such trust, and not in its individual capacity. In no case
        shall First Union Trust Company, National Association (or any entity acting
        as
        successor or additional trustee) be personally liable for or on account of
        any
        of the statements, representations, warranties, covenants or obligations
        of the
        such trust hereunder or under any supplement, Note or other document executed
        in
        such capacity in connection herewith, any right to assert any such liabilities
        against First Union Trust Company, National Association (or any entity acting
        as
        successor or additional trustee) being hereby waived by the other parties
        hereto; provided, however, that such waiver shall not affect the liability
        of
        First Union Trust Company, National Association (or any entity acting as
        successor or additional trustee) to any Person under any agreement to which
        it
        is a party to the extent expressly agreed to in its individual capacity
        thereunder.

       

      


       


      
        
          
          

        

        
          -66-

          
            

          

        

        
          
          

        

      



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

       

      
        	
                BISHOP’S
                  GATE RESIDENTIAL MORTGAGE TRUST, as Issuer

                 

              
	
                By:

                 

              	
                FIRST
                  UNION TRUST COMPANY 

                 

                NATIONAL
                  ASSOCIATION, not in its individual capacity, but solely as Owner
                  

                 

                Trustee
                  under the Trust Agreement

                 

              
	 	
                 

                By:__________________________________________________

              
	 	
                Name:

              	 
	 	
                Title:

              	 
	 
	
                THE
                  BANK OF NEW YORK,

                 

                as
                  Indenture Trustee

                 

              
	
                 

                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 


      

      


       


      
        
          
          

        

        
          -67-

          
            

          

        

        
          
          

        

      



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

       

      
        	
                BISHOP’S
                  GATE RESIDENTIAL MORTGAGE TRUST, as Issuer

                 

              
	
                By:

                 

              	
                FIRST
                  UNION TRUST COMPANY 

                 

                NATIONAL
                  ASSOCIATION, not in its individual capacity, but solely as Owner
                  

                 

                Trustee
                  under the Trust Agreement

                 

              
	 	
                 

                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 
	
                THE
                  BANK OF NEW YORK,

                 

                as
                  Indenture Trustee

                 

              
	
                 

                By:

              	 
	 	
                Name:

              	
                Mary
                  Beth Lewicki

              
	 	
                Title

              	
                Assistant
                  Vice President

              


      

      


       


      
        
          
          

        

        
          -68-

          
            

          

        

        
          
          

        

      



      SCHEDULE
        I

       

      TO
        THE

       

      BASE
        INDENTURE

       

      DEFINITIONS
        LIST

       

      For
        all
        purposes of this Base Indenture, except as otherwise expressly provided herein
        or unless the context otherwise requires, capitalized terms not otherwise
        defined herein shall have the meanings assigned to such terms in the Amended
        and
        Restated Security Agreement (the “Security
        Agreement”),
        dated
        as of December 11, 1998, among Bishop’s Gate Residential Mortgage Trust (the
“Issuer”),
        The
        Bank of New York (the “Indenture
        Trustee”),
        The
        Chase Manhattan Bank (the “Agent”)
        and
        The First National Bank of Chicago (the “Collateral
        Agent”).
        All
        other capitalized terms used in the Base Indenture shall have the meanings
        specified herein, and, if not defined therein, then in the Liquidity
        Agreement.

       

      “Annual
        Noteholders’ Tax Statement”
is
        defined in Section
        6.4(b)
        of the
        Base Indenture.

       

      “Assets”
means
        any interest of any kind in any assets or property of any kind tangible or
        intangible, real, personal or mixed, now owned or hereafter acquired by the
        Issuer or such other Person as the context may require.

       

      “Authorized
        Officer”
means
        as to the Issuer, any authorized employee or agent of the Owner
        Trustee.

       

      “Bankruptcy
        Code”
means
        The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified
        as 11 U.S.C. Section 101 et seq.

       

      “Base
        Indenture”
means
        the Base Indenture, dated as of December 11, 1998, between the Issuer and
        the
        Indenture Trustee, as amended, modified or supplemented from time to time,
        exclusive of Supplements creating a new Series of Notes.

       

      “Benefit
        Plan”
means
        (i) an employee benefit plan as defined in Section 3(3) of ERISA and which
        is
        subject to Title I of ERISA, (ii) a “Plan” as defined in Section 4975 of the
        Code and which is subject to Section 4975 of the Code or (iii) an entity
        deemed
        to be investing the “plan assets” (within the meaning of 29 C.F.R. Section
        2510.3-101 or otherwise under ERISA) of any such employee benefit plan or
        plan,
        including without limitation an insurance company general account.

       

      “Book-Entry
        Notes”
means
        beneficial interests in the Notes, ownership and transfers of which shall
        be
        evidenced or made through book entries by a Clearing Agency as described
        in
Section
        2.16
        of the
        Base Indenture; provided that after the occurrence of a condition whereupon
        book-entry registration and transfer are no longer permitted and Definitive
        Notes are issued to the Note Owners, such Definitive Notes shall replace
        Book-Entry Notes.

       

      “Business
        Day”
means
        any day on which dealings in deposits in U.S. dollars are transacted in the
        London interbank market.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Cede”
means
        Cede & Co., a nominee of DTC. 

       

      “Cede!”
means
        Cedel Bank, société anonyme.

       

      “Certificate
        Rating Agency Condition”
means,
        with respect to any action, notification to the Issuer, the Collateral Agent,
        the Agent and the Indenture Trustee by each Rating Agency then rating any
        outstanding series of Certificates that such action will not result in a
        reduction or withdrawal of such rating(s).

       

      “Clearing
        Agency”
means
        an organization registered as a “clearing agency” pursuant to Section 17A of the
        Exchange Act or any successor provision thereto or Euroclear and Cede!. The
        initial Clearing Agencies shall be DTC, Euroclear and Cedel.

       

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

       

      “Code”
means
        the Internal Revenue Code of 1986, as amended, reformed or otherwise modified
        from time to time, and any successor statute of similar import, in each case
        as
        in effect from time to time. References to sections of the Code also refer
        to
        any successor sections.

       

      “Collateral”
shall
        mean the “Assigned Collateral” as such term is defined in the Security
        Agreement.

       

      “Collections”
means
        all payments on the Collateral.

       

      “Contingent
        Obligation”,
        as
        applied to any Person, means any direct or indirect liability, contingent
        or
        otherwise, of that Person (a) with respect to any indebtedness, lease, dividend,
        letter of credit or other obligation of another if the primary purpose or
        intent
        thereof by the Person incurring the Contingent Obligation is to provide
        assurance to the obligee of such obligation of another that such obligation
        of
        another will be paid or discharged, or that any agreements relating thereto
        will
        be complied with, or that the holders of such obligation will be protected
        (in
        whole or in part) against loss in respect thereof or (b) under any letter
        of
        credit issued for the account of that Person or for which that Person is
        otherwise liable for reimbursement thereof. Contingent Obligation shall include
        (a) the direct or indirect guarantee, endorsement (otherwise than for collection
        or deposit in the ordinary course of business), co-making, discounting with
        recourse or sale with recourse by such Person of the obligation of another
        and
        (b) any liability of such Person for the obligations of another through any
        agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise
        acquire such obligation or any security therefor, or to provide funds for
        the
        payment or discharge of such obligation (whether in the form of loans, advances,
        stock purchases, capital contributions or otherwise), (ii) to maintain the
        solvency of any balance sheet item, level of income or financial condition
        of
        another or (iii) to make take-or-pay or similar payments if required regardless
        of non-performance by any other party or parties to an agreement, if in the
        case
        of any agreement described under subclause
        (i)
        or
(ii)
        of this
        sentence the primary purpose or intent thereof is as described in the preceding
        sentence. The amount of any Contingent Obligation shall be equal to the amount
        of the obligation so guaranteed or otherwise supported.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Controlled
        Distribution Amount”
means,
        with respect to any Class of Notes, the amount (or amounts) specified in
        any
        applicable Supplement.

       

      “Corporate
        Trust Office”
shall
        mean the principal office of the Indenture Trustee at which at any particular
        time its corporate trust business shall be administered which office at the
        date
        of the execution of the Base Indenture is located at [101 Barclay Street,
        New
        York, NY 10286, Attention: Corporate Trust Trustee Administration], or at
        any
        other time at such other address as the Indenture Trustee may designate from
        time to time by notice to the Noteholders and the Issuer.

       

      “CP
        Rating Agency Condition”
means,
        with respect to any action and so long as any Commercial Paper Notes are
        outstanding, that each Rating Agency shall have notified the Issuer, the
        Collateral Agent, the Agent and the Indenture Trustee in writing that such
        action will not result in a reduction or withdrawal of the rating (in effect
        immediately before the taking of such action) of the Commercial Paper Notes
        with
        respect to which it is a Rating Agency.

       

      “Definitions
        List”
means
        this Definitions List, as amended or modified from time to time.

       

      “Definitive
        Notes”
is
        defined in Section
        2.16(e)
        of the
        Base Indenture.

       

      “Depositary
        Incumbency Certificate”
shall
        have the meaning specified in Section 3.03(b) of the Amended and Restated
        Security Agreement, dated as of December 11, 1998, by and among the Trust,
        the
        Indenture Trustee, and The First National Bank of Chicago, as Collateral
        Agent.

       

      “Determination
        Date”
means
        the date five days prior to each Distribution Date.

       

      “Distribution
        Account”
means,
        with respect to any Series of Notes, an account established as such pursuant
        to
        the related Supplement.

       

      “Distribution
        Date”
means
        the twentieth day of each calendar month, or, if such day is not a Business
        Day,
        the next succeeding Business Day, commencing [December] 20, 1998.

       

      “Dollar”
and
        the
        symbol “$” mean the lawful currency of the United States. 

       

      “DTC”
means
        The Depository Trust Company.

       

      “Enhancement”
means,
        with respect to any Series of Notes, the rights and benefits provided to
        the
        Noteholders of such Series of Notes (other than the benefit of the Reserve
        Fund
        and the subordination of the Certificates) pursuant to any letter of credit,
        surety bond, cash collateral account, over collateralization, issuance of
        subordinated Notes, spread account, guaranteed rate agreement, maturity guaranty
        facility, tax protection agreement, interest rate swap or any other similar
        arrangement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Enhancement
        Agreement”
means
        any contract, agreement, instrument or document governing the terms of any
        Enhancement or pursuant to which any Enhancement is issued or
        outstanding.

       

      “Enhancement
        Agreement Event of Default”
means
        with respect to any Series of Notes any event of default under any Enhancement
        Agreement specified in the related Supplement.

       

      “Enhancement
        Provider”
means
        the Person providing any Enhancement as designated in the applicable Supplement,
        other than any Noteholders the Notes of which are subordinated to any Series
        of
        Notes.

       

      “ERISA”
means
        the Employee Retirement Income Security Act of 1974, as amended, and any
        successor statute of similar import, in each case as in effect from time
        to
        time. References to sections of ERISA also refer to any successor
        sections.

       

      “Euroclear”
means
        Euroclear System.

       

      “Event
        of Bankruptcy”
shall
        be deemed to have occurred with respect to a Person if:

       

      (a) such
        Person shall become insolvent or admit in writing its inability to pay its
        debts
        as they come due, or the commencement by such Person 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 such Person to the appointment of or taking possession by a receiver,
        liquidator, assignee, trustee, custodian, sequestrator or other similar official
        of such Person or of any substantial part of its property or the making by
        such
        Person of an assignment for the benefit of creditors or the failure by such
        Person generally to pay its debts as such debts become due or the taking
        of
        action by such Person in furtherance of any of the foregoing; or

       

      (b) an
        involuntary petition or an involuntary proceeding shall have been filed or
        commenced against such Person under the federal bankruptcy laws, as now or
        hereafter in effect, or any other present or future federal or state bankruptcy
        laws, as now or hereafter in effect, or any other present or future federal
        or
        state bankruptcy, insolvency or similar law, or seeding the appointment of
        a
        receiver, liquidator, assignee, trustee, custodian, sequestrator or other
        similar official of such Person or of any substantial part of its property,
        or
        seeding the winding up or liquidation of the affairs of such Person and such
        petition or proceeding shall not have been dismissed for a period of 45
        consecutive days, or an order or decree for relief against such Person shall
        be
        entered in any such proceeding; or

       

      (c) the
        board
        of directors of such Person (if such Person is a corporation or similar entity)
        shall vote to implement any of the actions set forth in clause
        (b)
        above.

       

      “Event
        of Default”
with
        respect to each Series of Notes, has the meaning specified in Section
        9.1
        of the
        Base Indenture.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended. 

       

      “Exchange
        Date”
is
        defined in Section
        2.9
        of the
        Base Indenture.

       

      “Final
        Distribution Date”
means,
        with respect to any Series of Notes, the final Distribution Date for such
        Series
        of Notes established as such pursuant to the related Supplement.

       

      “Fitch”
means
        Fitch IBCA, Inc.

       

      “GAAP”
means
        the generally accepted accounting principles promulgated or adopted by the
        Financial Accounting Standards Board and its predecessors and successors
        from
        time to time.

       

      “Governmental
        Authority”
means
        any Federal, state, local or foreign court or governmental department,
        commission, board, bureau, agency, authority, instrumentality or regulatory
        body.

       

      “Holder”
the
        holder of a Note.

       

      “Indebtedness”,
        as
        applied to any Person, means, without duplication, (a) all indebtedness for
        borrowed money, (b) that portion of obligations with respect to any lease
        of any
        property (whether real, personal or mixed) that is properly classified as
        a
        liability on a balance sheet in conformity with GAAP, (c) notes payable and
        drafts accepted representing extensions of credit whether or not representing
        obligations for borrowed money, (d) any obligation owed for all or any part
        of
        the deferred purchase price for property or services, which purchase price
        is
        (i) due more than six months from the date of the incurrence of the obligation
        in respect thereof or (ii) evidenced by a note or similar written instrument,
        (e) all indebtedness secured by any Lien on any property or asset owned by
        that
        Person regardless of whether the indebtedness secured thereby shall have
        been
        assumed by that Person or is nonrecourse to the credit of that Person, and
        (f)
        all Contingent Obligations of such Person in respect of any of the
        foregoing.

       

      “Indenture”
means
        the Base Indenture, together with all Supplements, as the same may be amended,
        modified or supplemented from time to time.

       

      “Indenture
        Trustee”
means
        the party named as such in the Indenture until a successor replaces it in
        accordance with the applicable provisions of the Indenture and thereafter
        means
        the successor serving thereunder.

       

      “Initial
        Closing Date”
means
        December 11, 1998.

       

      “Interest
        Period”
means,
        with respect to any Series of Notes, the period specified in the related
        Supplement.

       

      “Investment
        Company Act”
means
        the Investment Company Act of 1940, as amended.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Issuer”
means
        Bishop’s Gate Residential Mortgage Trust, a Delaware business trust, as issuer
        of the Notes.

       

      “Lien”
means,
        when used with respect to any Person, any interest in any real or personal
        property, asset or other right held, owned or being purchased or acquired
        by
        such Person which secures payment or performance of any obligation, and shall
        include any mortgage, lien, pledge, encumbrance, charge, retained security
        title
        of a conditional vendor or lessor, or other security interest of any kind,
        whether arising under a security agreement, mortgage, lease, deed of trust,
        chattel mortgage, assignment, pledge, retention or security title, financing
        or
        similar statement, or notice or arising as a matter of law, judicial process
        or
        otherwise.

       

      “Liquidity
        Agreement”
means
        the Amended and Restated Liquidity Agreement, dated as of December 11, 1998,
        by
        and among the Trust, certain banks, and The Chase Manhattan Bank, as Agent
        and
        Book Manager.

       

      “Monthly
        Certificate”
is
        defined in Section 4.1(a) of the Base Indenture.

       

      “Monthly
        Noteholders Statement”
means
        a
        statement substantially in the form of Exhibit E to the Indenture.

       

      “Moody’s”
means
        Moody’s Investors Service, Inc.

       

      “Noteholder”
and
        “Holder”
means
        the Person in whose name a Note is registered in the Note Register.

       

      “Note
        Owner”
means,
        with respect to a Book-Entry Note, the Person who is the beneficial owner
        of
        such Book-Entry Note, as reflected on the books of the Clearing Agency, or
        on
        the books of a Person maintaining an account with such Clearing Agency (directly
        or as an indirect participant, in accordance with the rules of such Clearing
        Agency).

       

      “Note
        Rate”
means,
        with respect to any Series of Notes, the annual rate at which interest accrues
        on the Notes of such Series of Notes (or formula on the basis of which such
        rate
        shall be determined) as stated in the applicable Supplement.

       

      “Note
        Register”
means
        the register maintained pursuant to Section 2.6(a) of the Base Indenture,
        providing for the registration of the Notes and transfers and exchanges
        thereof.

       

      “Notes”
is
        defined in the recitals to the Base Indenture.

       

      “Officer’s
        Certificate”
means
        a
        certificate signed by an Authorized Officer of the Issuer.

       

      “Opinion
        of Counsel”
means
        a
        written opinion from legal counsel who is acceptable to the Indenture Trustee.
        The counsel may be an employee of or counsel to the Issuer, unless the
        Controlling Majority shall notify the Indenture Trustee of objection
        thereto.

       

      “Paving
        Agent”
is
        defined in Section
        2.6(a)
        of the
        Base Indenture.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Permanent
        Global Note”
is
        defined in Section 2.5(b) of the Base Indenture.

       

      “Permitted
        Liens”
means
        (i) Liens for current taxes not delinquent or for taxes being contested in
        good
        faith and by appropriate proceedings, and with respect to which adequate
        reserves have been established, and are being maintained, in accordance with
        GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carrier’s
        Liens, and other Liens imposed by law, securing obligations arising in the
        ordinary course of business that are not more than thirty days past due or
        are
        being contested in good faith and by appropriate proceedings and with respect
        to
        which adequate reserves have been established, and are being maintained,
        in
        accordance with GAAP, (iii) the Liens in favor of the Indenture Trustee pursuant
        to the Indenture, and (iv) Liens in favor of an Enhancement Provider, provided,
        however, that such Liens are subordinate to the Liens in favor of the Indenture
        Trustee and have been consented to by the Indenture Trustee.

       

      “Potential
        Enhancement Agreement Event of Default”
means
        an event which, with the giving of notice, the passage of time or both, would
        constitute an Enhancement Agreement Event of Default under any Enhancement
        Agreement.

       

      “Potential
        Event of Default”
means
        any occurrence or event which, with the giving of notice, the passage of
        time or
        both, would constitute an Event of Default.

       

      “Principal
        Terms”
is
        defined in Section 2.3 of the Base Indenture.

       

      “Program
        Documents”
has
        the
        meaning given it in the Liquidity Agreement.

       

      “Qualified
        Institution”
means
        a
        depositary institution or trust company (which may include the Indenture
        Trustee) organized under the laws of the United States of America or any
        one of
        the states thereof or the District of Columbia; provided, however, that at
        all
        times such depositary institution or trust company is a member of the FDIC
        and
        has (i) from S&P a long-term indebtedness rating not lower than AA- and a
        short-term indebtedness rating of A-1+ and from Moody’s a long-term indebtedness
        rating not lower than A2 and a short-term indebtedness rating of P-1, or
        (ii)
        such other rating which satisfies the Rating Agency Consent
        Condition.

       

      “Rating
        Agency Confirmation Condition”
means,
        with respect to any action, that (i) each Rating Agency shall have notified
        the
        Issuer, the Collateral Agent, the Agent, any Enhancement Provider and the
        Indenture Trustee in writing that such action will not result in a reduction
        or
        withdrawal of the rating (in effect immediately before the taking of such
        action) of any outstanding Series of Notes with respect to which it is a
        Rating
        Agency and (ii) each Rating Agency shall have notified any applicable
        Enhancement Provider entitled to such notification pursuant to the relevant
        Supplement in writing that such action will not result in a reduction or
        withdrawal of the rating (without regard to the presence of the Enhancement
        provided by each such Enhancement Provider and in effect immediately before
        the
        taking of such action) of any outstanding Series of Notes issued pursuant
        to
        such related Supplement and, with respect to the issuance of a Series of
        Notes,
        the “Rating Agency Confirmation Condition” also means, in addition to the above,
        _that each Rating Agency that is referred to in the related Supplement is
        being
        required to deliver its rating with respect to such Series of Notes shall
        have
        notified the Issuer, the Collateral Agent, the Agent, any Enhancement Provider
        and the Indenture Trustee in writing that such rating has been issued by
        such
        Rating Agency.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Rating
        Agency Consent Condition”
means,
        with respect to any action, that (i) each Rating Agency shall have notified
        the
        Issuer, the Collateral Agent, the Agent, any Enhancement Provider and the
        Indenture Trustee in writing that such action will not result in a reduction
        or
        withdrawal of the rating (in effect immediately before the taking of such
        action) of any outstanding Series of Notes with respect to which it is a
        Rating
        Agency and, with respect to the issuance of a Series of Notes, the “Rating
        Agency Consent Condition” also means that each Rating Agency that is referred to
        in the related Supplement as being required to deliver its rating with respect
        to such Series of Notes shall have notified the Issuer, the Collateral Agent,
        the Agent, any Enhancement Provider and the Indenture Trustee in writing
        that
        such rating has been issued by such Rating Agency and (ii) any Enhancement
        Provider entitled to consent pursuant to the related Supplement shall have
        consented in writing to such action.

       

      “Record
        Date”
means,
        with respect to any Distribution Date, the last day of the Related
        Month.

       

      “Registrar”
is
        defined in Section 2.6(a) of the Base Indenture. “Regulation S” is defined in
        Section 2.5(b) of the Base Indenture.

       

      “Related
        Month”
means,
        (i) with respect to any Payment Date, Determination Date or Distribution
        Date,
        the most recently ended calendar month, (ii) with respect to any other date,
        the
        calendar month in which such date occurs and (iii) with respect to an Interest
        Period, the month in which such Interest Period commences; provided, however,
        that with respect to the above clause (i), the initial Related Month shall
        be
        the period from and including the date of issuance of the first Series of
        Notes
        to and including the last day of the calendar month in which such issuance
        occurs.

       

      “Required
        Noteholders”
means
        Noteholders holding in excess of 50% of the aggregate principal amount of
        all
        Series of Notes voting as a single class, unless the context specifically
        refers
        to a Series of Notes, then “Required Noteholders” means Noteholders holding in
        excess of 50% of the aggregate principal amount of such Series of Notes
        (excluding, for the purposes of making the foregoing calculations, any Notes
        held by the Issuer, the Seller or the Servicer or any Affiliate of the Issuer,
        the Seller or the Servicer).

       

      “Requirements
        of Law”
means,
        with respect to any Person or any of its property, the certificate of
        incorporation or articles of association and by-laws or other organizational
        or
        governing documents of such Person or any of its property, and any law, treaty,
        rule or regulation, or determination of any arbitrator or Governmental
        Authority, in each case applicable to or binding upon such Person or any
        of its
        property or to which such Person or any of its property is subject, whether
        Federal, state or local (including, without limitation, usury laws, the Federal
        Truth in Lending Act and retail installment sales acts).

       

      “Restricted
        Global Note”
is
        defined in Section 2.5(a) of the Base Indenture. 

       

      “Rule
        144A”
is
        defined in Section
        2.5(a)
        of the
        Base Indenture.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “S&P”
means
        Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies,
        Inc.

       

      “Secured
        Parties”
is
        defined in Section
        3.1
        of the
        Base Indenture. “Securities Act” means the Securities Act of 1933, as
        amended.

       

      “Series
        Closing Date”
means,
        with respect to any Series of Notes, the date of issuance of such Series
        of
        Notes, as specified in the related Supplement.

       

      “Series
        of Notes”
or
        “Series”
means
        each Series of Notes issued and authenticated pursuant to the Base Indenture
        and
        a related Supplement.

       

      “Shortfall”
means,
        with respect to any Series of Notes, any interest shortfall on such Series
        of
        Notes, as specified in the related Supplement.

       

      “Supplement”
means
        a
        supplement to the Base Indenture complying (to the extent applicable) with
        the
        terms of Section
        2.3,
        or
Article
        12
        of the
        Base Indenture.

       

      “Temporary
        Global Note”
is
        defined in Section
        2.5(b)
        of the
        Base Indenture. 

       

      “Transfer
        Agent”
is
        defined in Section
        2.9(a)(iii)
        of the
        Base Indenture.

       

      “Trust”
means
        Bishop’s Gate Residential Mortgage Trust, a special purpose bankruptcy-remote
        Delaware business trust, together with its successors and assigns.

       

      “Trust
        Indenture Act”
means
        the Trust Indenture Act of 1939, as amended.

       

      “Trust
        Officer”
means,
        with respect to the Indenture Trustee, any trust officer, or any officer
        customarily performing functions similar to those performed by the person
        who at
        the time shall be such officers, or to whom any corporate trust matter is
        referred because of his knowledge of and familiarity with a particular subject,
        or any successor thereto responsible for the administration of the Base
        Indenture.

       

      “Trust
        Order”
and
        “Trust
        Request”
means
        a
        written order or request signed in the name of the Issuer by any one of its
        Authorized Officers and delivered to the Indenture Trustee.

       

      “UCC”
means
        the Uniform Commercial Code as in effect from time to time in the specified
        jurisdiction.

       

      “United
        States”
or
        “U.S.”
means
        the United States of America, its fifty States and the District of
        Columbia.

       

      “U.S.
        Government Obligations”
means
        direct obligations of the United States of America, or any agency or
        instrumentality thereof for the payment of which the full faith and credit
        of
        the United States of America is pledged as to full and timely payment of
        such
        obligations.

       

      “Variable
        Funding Note”
is
        defined in Section
        2.5(c)
        of the
        Base Indenture.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “written”
or
        “in
        writing”
means
        any form of written communication, including, without limitation, by means
        of
        telex, telecopier device, telegraph or cable.

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-1

       

      FORM
        OF
        TRANSFER CERTIFICATE

       

      CERTIFICATE
        TO BE DELIVERED UPON EXCHANGE OF A BENEFICIAL

       

      INTEREST
        IN THE RESTRICTED GLOBAL NOTE FOR DEFINITIVE

       

      SECURITIES
        OR EXCHANGE OR REGISTRATION OF TRANSFER OF

       

      DEFINITIVE
        SECURITIES

       

      
        	
                To:

              	
                The
                  Bank of New York, as Indenture
                  Trustee

              


      

       

      Bishop’s
        Residential Mortgage Trust

       

      
        	
                Re:

              	
                Bishop’s
                  Gate Residential Mortgage Trust Residential Mortgage Loan Medium-Term
                  Notes

              


      

       

      This
        Certificate relates to $__________ principal amount of Notes held in
        *
        book-entry or definitive form by __________ (the “Transferor”)
        (CUSIP
        No.__)

       

      [insert
        name of transferor] issued pursuant to a Base Indenture dated as of December
        11,
        1998 between BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST, as Issuer, and THE BANK
        OF NEW YORK, as Indenture Trustee (the “Base Indenture”). Capitalized terms used
        herein and not otherwise defined, shall have the meanings given thereto in
        the
        Base Indenture.

       

      The
        Transferor has requested the Indenture Trustee by written order to exchange
        or
        register the transfer of a Note or Notes.

       

      In
        connection with such request and in respect of each such Note, the Transferor
        does hereby certify as follows:*

       

      [ 
]
        Such Note is being acquired for its own account, without transfer.

       

      [ 
]
        Such Note is being transferred to (i) a qualified institutional buyer (as
        defined in Rule 144A under the Securities Act of 1933, as amended (the
“Securities
        Act”))
        in
        reliance on Rule 144A, (ii) pursuant to an exemption from registration in
        accordance with Regulation S under the Securities Act or (iii) pursuant to
        Rule
        144 of the Securities Act.

       

      
        
          
          

        

        
          A-1-1

          
            

          

        

        
          
          

        

      

      [ 
]
        Such Note is being transferred in reliance on and in compliance with an
        exemption from the registration requirements of the Securities Act, other
        than
        Rule 144A, Rule 144 or Regulation S under the Securities Act and in compliance
        with other applicable state and federal securities laws and an opinion of
        counsel is being furnished simultaneously with the delivery of this Certificate
        as required under Section 2.9(a)(i)(D) of the Base Indenture.

       

      
        	 
	
                [INSERT
                  NAME OF TRANSFEROR]

                 

              
	
                 

                By:

              	 
	 	
                Name:

              	
                Mary
                  Beth Lewicki

              
	 	
                Title

              	
                Assistant
                  Vice President

              


      

      Date:

       

      *
        Check
        applicable box.

       

      


       


      
        
          
          

        

        
          A-1-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-2

       

      [RESERVED]

       

      


       


      
        
          
          

        

        
          A-2-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-6

       

      FORM
        OF
        TRANSFER CERTIFICATE FOR TRANSFER OR

      EXCHANGE
        FROM DEFINITIVE NOTES

      TO
        PERMANENT GLOBAL NOTE

      (exchanges
        or transfers pursuant to

      Section
        2.9 of the Base Indenture)

       

      The
        Bank
        of New York,

      as
        Indenture Trustee

      101
        Barclay Street

      New
        York,
        New York 10286

      Attn:

       

      Re: Bishop’s
        Gate Residential Mortgage Trust (the “Issuer”)

      Residential
        Mortgage Loan Medium-Term Notes

       

      Reference
        is hereby made to the Base Indenture, dated as of December 11, 1998 (the
        “Base
        Indenture”),
        between the Issuer and The Bank of New York, as Indenture Trustee. Capitalized
        terms used but not defined herein shall have the meanings given to them in
        the
        Indenture.

       

      This
        letter relates to ___________ principal amount of Series __ Notes which are
        held
        in the form of the Series __ Definitive Notes (CUSIP (CINS) No. ) with
        Euroclear/Cedel (ISIN Code [ ]) (Common Code [ ]) through DTC by or on behalf
        of
        [transferor] as beneficial owner (the “Transferor”).
        The
        Transferor has requested an exchange or transfer of its beneficial interest
        in
        the Series __ Notes for an interest in the Permanent Global Series __ Note
        (CUSIP No. [ ]).

       

      In
        connection with such request and in respect of such Series __ Definitive
        Notes,
        the Transferor does hereby certify that such exchange or transfer has been
        effected in accordance with the transfer restrictions set forth in the Series
        __
        Notes and (i) that, with respect to transfers made in reliance on Regulation
        S
        under the Securities Act:

       

      (1) the
        offer
        of the Series __ Definitive Notes was not made to a person in the United
        States;

       

      (2) 3. at
        the
        time the buy order was originated, the transferee was outside the United
        States
        or the Transferor and any person acting on its behalf reasonably believed
        that
        the transferee was outside the United States, or

       

      (B) the
        transaction was executed in, on or through the facilities of a designated
        offshore securities market and neither the Transferor nor any person acting
        on
        its behalf knows that the transaction was prearranged with a buyer in the
        United
        States;

       

      (3) no
        directed selling efforts have been made in contravention of the requirements
        of
        Rule 903(b) or 904(b) of Regulation S, as applicable, and

       

      
        
          
          

        

        
          A-6-1

          
            

          

        

        
          
          

        

      

      (4) the
        transaction is not part of a plan or scheme to evade the registration
        requirements of the Securities Act;

       

      or
        (ii)
        that, with respect to transfers made in reliance on Rule 144A under the
        Securities Act, the Series __ Definitive Notes are being transferred in a
        transaction permitted by Rule 144A under the Securities Act.

       

      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Issuer and the Dealers.

       

      [Insert
        Name of Transferor)

       

      
        	
                [INSERT
                  NAME OF TRANSFEROR]

                 

              
	
                 

                By:

              	 
	 	
                Name:

              	
                Mary
                  Beth Lewicki

              
	 	
                Title

              	
                Assistant
                  Vice President

              


      

      Dated:
        __________, 199__

       

      


       


      
        
          
          

        

        
          A-6-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-7

       

      FORM
        OF
        TRANSFER CERTIFICATE FOR TRANSFER OR

      EXCHANGE
        FROM DEFINITIVE NOTE

      TO
        RESTRICTED GLOBAL NOTE

      (exchanges
        or transfers pursuant to

      Section
        2.9 of the Base Indenture)

       

      The
        Bank
        of New York,

      as
        Indenture Trustee

      101
        Barclay Street

      New
        York,
        New York 10286

      Attn:

       

      Re: Bishop’s
        Gate Residential Mortgage Trust (the “Issuer”)

      Residential
        Mortgage Loan Medium-Term Notes

       

      Reference
        is hereby made to the Base Indenture, dated as of December 11, 1998 (the
        “Base
        Indenture”),
        between the Issuer and The Bank of New York, as Indenture Trustee. Capitalized
        terms used but not defined herein shall have the meanings given to them in
        the
        Indenture.

       

      This
        letter relates to principal
        amount of Series __ Notes which are held in the form of the Series __ Definitive
        Notes (CUSIP (CINS) No. ) with Euroclear/Cedel (ISIN Code [ ]) (Common Code
        [ ])
        through DTC by or on behalf of [transferor] as beneficial owner (the
“Transferor”).
        The
        Transferor has requested an exchange or transfer of its beneficial interest
        in
        the Series __ Notes for an interest in the Restricted Global Series __ Note
        (CUSIP No. [D.

       

      In
        connection with such request, and in respect of such Series Definitive Notes,
        the Transferor does hereby certify that such Series __ Definitive Notes are
        being transferred in accordance with Rule 144A under the United States
        Securities Act of 1933, as amended (the “Securities
        Act”)
        to a
        transferee that the Transferor reasonably believes is purchasing the Series
        __
        Notes for its own account or an account with respect to which the transferee
        exercises sole investment discretion and the transferee and any such account
        is
        a “qualified institutional buyer” within the meaning of Rule 144A, in each case
        in a transaction meeting the requirements of Rule 144A and in accordance
        with
        any applicable securities laws of any state of the United States or any other
        jurisdiction.

       

      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Issuer and the Dealers.

       

      
        	
                [INSERT
                  NAME OF TRANSFEROR]

                 

              
	
                 

                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 


      

      Dated:
        __________, 199__

       

      


       


      
        
          
          

        

        
          A-7-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B

       

      FORM
        OF
        CLEARING SYSTEM CERTIFICATE

       

      Bishop’s
        Gate Residential Mortgage Trust

      c/o
        First
        Union Trust Company National Association

      Corporate
        Trust/Administration 1 Rodney Square

      920
        King
        Street

      Wilmington,
        DE 19801

      Attention:
        Edward L. Truitt, Jr.

       

      The
        Bank
        of New York,

      as
        Indenture Trustee

      101
        Barclay Street

      New
        York,
        New York 10286

       

      Reference
        is hereby made to the Base Indenture, dated as of December 11, 1998 (the
        “Indenture”),
        among
        Bishop’s Gate Residential Mortgage Trust, as Issuer, and The Bank of New York,
        as Indenture Trustee. Capitalized terms used but not defined herein shall
        have
        the meanings given to them in the Indenture.

       

      This
        is
        to certify that, based solely on certificates we have received in writing,
        by
        tested telex or by electronic transmissions from noteholders appearing in
        our
        records as persons being entitled to a portion of the original principal
        amount
        of the Series __ Notes (the “Notes”)
        equal
        to, as of the date hereof, U.S. $________ (our “Noteholders”),
        certificates with respect to such portion, substantially to the effect set
        forth
        in Exhibit C to the Indenture.

       

      We
        further certify (i) that we are not making available herewith for exchange
        any
        portion of the Temporary Global Note excepted in such certificates and (ii)
        that
        as of the date hereof we have not received any notification from any of our
        Noteholders to the effect that the statements made by such Noteholder with
        respect to any portion of the part submitted herewith for exchange are no
        longer
        true and cannot be relied upon as at the date hereof. We understand that
        this
        certification is required in connection with certain securities laws of the
        United States. In connection therewith, if administrative or legal proceedings
        are commenced or threatened in connection with this certificate is or would
        be
        relevant, we irrevocably authorized you to produce this certification to
        any
        interested party in such proceedings.

       

      Dated:
        __________, 199__* 

       

      Yours
        faithfully,

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      MORGAN
        GUARANTY TRUST COMPANY OF NEW YORK, Brussels office, as operator of the
        Euroclear System

       

      or

       

      
        	
                CEDEL,
                  Société Anonyme

                 

              
	
                 

                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 


      

      


       

      

        

        
          *To
            be
            dated no earlier than the earliest of the Exchange Date or the relevant
            Interest
            Payment Date or the redemption date (as the case may be).

           

        

      


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C

       

      FORM
        OF CERTIFICATE OF BENEFICIAL OWNERSHIP

       

      Re: 
        Bishop’s
        Gate Residential Mortgage Trust 

      Residential
        Mortgage Loan Medium-Term Notes, Series [____] (the “Securities”)

       

      If
        the
        Securities are of the category contemplated in Section 230.903(c)(3) of
        Regulation S under the Securities Act of 1933, as amended (the “Act”),
        then
        this is to certify that, except as set forth below, (i) in the case of debt
        securities, the Securities are beneficially owned by (a) non-U.S. persons
        or (b)
        U.S. persons who purchased the Securities in transactions which did not require
        registration under the Act; or (ii) in the case of equity securities, the
        Securities are owned by (x) non-U.S. persons (and such person(s) are not
        acquiring the Securities for the account or benefit of U.S. person(s)) or
        (y)
        U.S. person(s) who purchased the Securities in a transaction which did not
        require registration under the Act. If this certification is being delivered
        in
        connection with the exercise of warrants pursuant to Section 230.902(m) of
        Regulation S under the Act, then this is further to certify that, except
        as set
        forth below, the Securities are being exercised by and on behalf of non-U.S.
        person(s). As used in this paragraph the terms “U.S. person” has the meaning
        given to it by Regulation S under the Act.

       

      As
        used
        herein, “United States” means the United States of America (including the States
        and the District of Columbia); and its “possessions” include Puerto Rico, the
        U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
        Islands. 

       

      We
        undertake to advise you promptly by tested telex on or prior to the date
        on
        which you intend to submit your certification relating to the Securities
        held by
        you for our account in accordance with your operating procedures if any
        applicable statement herein is not correct on such date, and in the absence
        of
        any such notification it may be assumed that this certification applies as
        of
        such date.

       

      This
        certification excepts and does not relate to U.S. $ __________ of such interest
        in the Securities in respect of which we are not able to certify and as to
        which
        we understand exchange and delivery of definitive Securities (or, if relevant,
        exercise of any rights or collection of any interest) cannot be made until
        we do
        so certify.

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

      We
        understand that this certification is required in connection with certain
        tax
        laws and, if applicable, certain securities laws of the United States. In
        connection therewith, if administrative or legal proceedings are commenced
        or
        threatened in connection with which this certification is or would be relevant,
        we irrevocably authorize you to produce this certification to any interested
        party in such proceedings.

       

      Dated:
        __________, 199__* 

       

      
        	
                 

                By:

              	 
	 	
                As,
                  or as agent for, the beneficial owner(s) of the Securities to which
                  this
                  certificate relates.

              


      

      


       

      


       

      

        

        
          *
            Not
            earlier than 15 days prior to the certification event to which the certification
            relates.

           

        

      


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        D

       

      FORM
        OF
        MONTHLY CERTIFICATE

       

      BISHOP’S
        GATE RESIDENTIAL MORTGAGE TRUST

      RESIDENTIAL
        MORTGAGE LOAN MEDIUM-TERM NOTES

       

      The
        undersigned, duly authorized representatives of BISHOP’S GATE RESIDENTIAL
        MORTGAGE TRUST, a Delaware business trust (the “Issuer”),
        pursuant to the Trust Indenture, dated as of December 11, 1998 (hereinafter
        as
        such agreement may have been, or may be from time to time, supplemented,
        amended
        or otherwise modified, the “Base
        Indenture”),
        between the Issuer, as Issuer, and THE BANK OF NEW YORK, as Indenture Trustee,
        do hereby certify to the best of their knowledge after reasonable investigation
        that:

       

      1. Capitalized
        terms used in this certificate have the respective meanings set forth in
        the
        Base Indenture, or in the case of a particular Series of Notes, the related
        Supplement. This certificate is delivered pursuant to Section
        4.1(a)
        of the
        Base Indenture.

       

      2. The
        undersigned are Authorized Officers of the Issuer.

       

      3. The
        date
        of this certificate is a Determination Date under the Base Indenture. Attached
        hereto as Schedule
        I
        is a
        true and correct copy of the Monthly Certificate to be delivered on the
        Determination Date pursuant to Section
        4.1(a)
        of the
        Base Indenture.

       

      IN
        WITNESS WHEREOF, the undersigned have duly executed and delivered this
        certificate this ____ day of __________, 199__.

       

      
        	
                BISHOP’S
                  GATE RESIDENTIAL MORTGAGE TRUST

                 

              
	
                 

                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 
	
                 

                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 


      

      


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        I

       

      1. The
        total
        amount to be distributed to the Noteholders (expressed as a dollar amount
        per
        $1,000) on the next succeeding Distribution Date is equal to (for each Series
        of
        Notes and each Class of each Series):

       

      
        	
                Series

              	
                %

              	 
	
                Class

              	 	
                %

              
	
                Class

              	 	
                %

              
	
                Series

              	
                %

              	 
	
                Class

              	 	
                %

              
	
                Class

              	 	
                %

              
	etc. 	 	 


      

       

       

      2. (a)
        The
        aggregate amount to be distributed to the Noteholders (expressed as a dollar
        amount per $1,000) on the next succeeding Distribution Date in respect of
        principal is equal to (for each Series of Notes and each Class of each
        Series):

       

      
        	
                Series

              	
                %

              	 
	
                Class

              	 	
                %

              
	
                Class

              	 	
                %

              
	
                Series

              	
                %

              	 
	
                Class

              	 	
                %

              
	
                Class

              	 	
                %

              
	etc. 	 	 


      

       

       

      (b)
        The
        aggregate amount to be distributed to the Noteholders (expressed as a dollar
        amount per $1,000) on the next succeeding Distribution Date in respect of
        interest is equal to (for each Series of Notes and each Class of each
        Series):

       

      
        	
                Series

              	
                %

              	 
	
                Class

              	 	
                %

              
	
                Class

              	 	
                %

              
	
                Series

              	
                %

              	 
	
                Class

              	 	
                %

              
	
                Class

              	 	
                %

              
	etc. 	 	 


      

       

       

      3. The
        following Liens exist on the Collateral (excluding Liens granted pursuant
        to the
        Indenture and the other Program Documents or permitted thereunder):

       

      [List
        as
        applicable]

       

      


       


      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        E

       

      FORM
        OF
        MONTHLY NOTEHOLDERS’ STATEMENT

       

      BISHOP’S
        GATE RESIDENTIAL MORTGAGE TRUST

       

      RESIDENTIAL
        MORTGAGE LOAN MEDIUM-TERM NOTES 

       

      Series
        _____

       

      Under
        Section
        4.1(b)
        of the
        Base Indenture, dated as of December 11, 1998 (hereinafter as such agreement
        may
        have been, or may be from time to time, supplemented, amended or otherwise
        modified, the “Base
        Indenture”),
        between BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST, a Delaware business trust (the
“Issuer”),
        and
        THE BANK OF NEW YORK, as Indenture Trustee (the “Indenture
        Trustee”),
        the
        Issuer is required to prepare certain information each month for the Indenture
        Trustee regarding current distributions to Noteholders. The information which
        is
        required to be prepared with respect to the Distribution Date of, 199_ is
        set
        forth below. Capitalized terms used herein have their respective meanings
        set
        forth in the Definitions List attached as Schedule
        I
        to the
        Base Indenture, or in the case of a particular Series of Notes, the related
        Supplement.

       

      
        	 	
                NOTE:

              	
                Information
                  contained herein with respect to each Series will only
                  be

              


      

       

      distributed
        to holders of Notes with respect to such Series.

       

      I. DISTRIBUTIONS
        TO NOTEHOLDERS

       

      As
        of
        __________, the distributions with respect to principal and interest are
        computed as the result of the following:

       

      A. With
        respect to Interest Payments on Series 1998-2 Notes:

      
        	 	
                (1)

              	
                The
                  Series 1998-2 Note Rate: ____%,
                  times

              


      

      
        	 	
                (2)

              	
                The
                  outstanding principal amount of the Series 1998-2 Notes,
                  times

              


        	 	(3)	The actual number of days in such Series 1998-2
                Interest
                Period divided by 360: ,
                plus 


      

      
        	 	
                (4)

              	
                Any
                  unpaid Series 1998-2 Shortfall (plus interest accrued thereon):
                  $______.

              


      

       

      Series
        1998-2 interest ((1) * (2) * (3)) + (4) = $_________

       

      B. With
        respect to the Principal Payment on the Series 1998-2 Notes:

      On
        the
        Series 1998-2 Final Distribution Date (otherwise $0): $_______

      C. The
        total
        amount distributed to the: Series 1998-2 Noteholders: (A + B): $______.

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

      II.
        LIENS
        AND DEFAULTS

       

      The
        following Liens exist on the Collateral (excluding Liens granted pursuant
        to the
        Indenture and the other Program Documents or permitted thereunder):

       

      [List
        as
        applicable]

       

      IN
        WITNESS WHEREOF, the undersigned have duly executed this certificate this
        day of
        __________, 199__.

       

      
        	
                BISHOP’S
                  GATE RESIDENTIAL MORTGAGE TRUST

                 

              
	
                 

                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 
	
                 

                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 


      

       

      
 

       E-2